Atkore

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
_________________________________________
FORM 10-K
_________________________________________

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-37793
 _________________________________________

Atkore Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

90-0631463
(IRS Employer Identification No.)

16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)
708-339-1610
(Registrant's telephone number, including area code)

Atkore International Group Inc. 
(Former name )

Securities registered pursuant to Section 12(b) of the Act:

(Title of Each Class)
Common stock, par value $0.01 per share

Trading symbol
ATKR

(Name of Each Exchange on which Registered)
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒  No   ☐

Indicate by check mark if the registrant is not required to file reports pursuant to 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
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

Non-accelerated filer

☒

☐

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. Yes  ☒ No  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐  No ☒

The aggregate market value of the voting and non-voting common equity of Atkore Inc. held by non-affiliates as of the close of business as of March 26, 2021 was
$3.3 billion.

The number of shares of the registrant's common stock outstanding as of November 12, 2021 was 46,016,923 shares of common stock, par value $0.01 per share.

Documents incorporated by reference:

Portions of the registrant's proxy statement to be filed with the United States Securities and Exchange Commission in connection with the registrant's 2022 annual
meeting of stockholders (the "Proxy Statement") are incorporated by reference into Part III hereof. Such Proxy Statement will be filed within 120 days of the registrant's
fiscal year ended September 30, 2021.

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Table of Contents

PART I

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity
Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Controls and Procedures
Item 9A.
Other Information
Item 9B.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 9C.

PART III

Item 10.
Item 11.
Item 12.
Item 13.
Item 14.

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services

PART IV

Item 15.
Item 16.

Exhibits and Financial Statement Schedules
Form 10-K Summary
Exhibit Index
Signatures

1

 
 
2

The following is a summary of the principal risks described below in this Annual Report on Form 10-K. The following summary should

not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section
and the other information contained in this Annual Report on Form 10-K.

Summary Risk Factors

• Our performance may be impacted by general business and economic conditions, which could materially and adversely affect our

•

business, financial position, results of operations or cash flows.
The non-residential construction industry accounts for a significant portion of our business, and a downturn in the non-residential
construction industry could materially and adversely affect our business, financial position, results of operations or cash flows.
• Widespread public health conditions, and specifically the COVID-19 pandemic, have had and could continue to have a material

•

adverse impact on our business, financial position, results of operations and cash flows.
The raw materials on which we depend in our production process may be subject to price increases which we may not be able to pass
through to our customers, or to price decreases which may decrease the prices of our products. As a result, such price fluctuations
could materially and adversely affect our business, financial position, results of operations or cash flows.

• We operate in a competitive landscape, and increased competition could materially and adversely affect our business, financial

position, results of operations or cash flows.

• Our operating results are sensitive to the availability and cost of freight and energy, which are important in the manufacture and

•

transport of our products.
Interruptions in the proper functioning of our information technology (“IT”) systems, including from cybersecurity threats, could
disrupt operations and cause unanticipated increases in costs or decreases in revenues, or both.

• Our business, financial position, results of operations or cash flows could be materially and adversely affected by the importation of

similar products into the United States, as well as U.S. trade policy and practices.

• We are indirectly subject to regulatory changes that may affect demand for our products.
• Our results of operations could be adversely affected by weather.
• We have incurred and continue to incur significant costs to comply with current and future environmental and health and safety laws

and regulations, and our operations expose us to the risk of material environmental and health and safety laws liability.
• We rely on several customers for a significant portion of our net sales, and the loss of such customers, or their inability or

unwillingness to pay our invoices on time could materially and adversely affect our business, financial position, results of operations or
cash flows.

• Our working capital requirements could result in us having lower cash available for, among other things, capital expenditures and

acquisition financing.
Labor disputes, increased labor costs or work stoppages could adversely affect our operations and impair our financial performance.

•
• We have financial obligations relating to pension plans that we maintain in the United States.
• Unplanned outages at our facilities and other unforeseen disruptions could materially and adversely affect our business, financial

position, results of operations or cash flows.

• We rely on the efforts of agents and distributors to generate sales of our products.
• We may be required to recognize goodwill, intangible assets or other long-lived asset impairment charges.
• We are subject to certain safety and labor risks associated with the manufacturing and testing of our products.
•

The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal
proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.
• We may not be able to adequately protect our intellectual property rights, and we may become involved in intellectual property

disputes.

• We face risks associated with our international operations which could materially and adversely affect our business, financial position,

results of operations or cash flows.
Changes in foreign laws and legal systems could materially impact our business.

•
• Our inability to introduce new products effectively or implement our innovation strategies could adversely affect our ability to

compete.

• Our business, financial position or results of operations could be materially and adversely affected by our inability to acquire or import

raw materials, component parts or finished goods from existing suppliers and significant increases in government regulation or
restrictions relating to such imports.
In connection with acquisitions, joint ventures or divestitures, we may become subject to liabilities and required to issue additional debt
or equity.

•

• Our indebtedness may adversely affect our financial health.
• Despite our indebtedness levels, we and our subsidiaries may incur substantially more indebtedness, which may increase the risks

created by our indebtedness.

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Increases in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability.

•
• A lowering or withdrawal of the ratings, outlook or watch assigned to our indebtedness by rating agencies may increase our future

•

borrowing costs and reduce our access to capital.
The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our
ability to operate our business.

• Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to
refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.

4

Item 1. Business

PART I

The following discussion of our business contains “forward-looking statements,” as discussed in Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” below. Our business, operations and financial position are subject to
various risks as set forth in Part I, Item 1A, “Risk Factors” below. The following information should be read in conjunction with Management’s
Discussion and Analysis of Financial Condition and Results of Operations, the Financial Statements and Supplementary Data and related notes
and the Risk Factors included elsewhere in this Annual Report on Form 10-K.

Company Overview

Atkore Inc. (collectively with all its subsidiaries referred to in this Annual Report on Form 10-K as “Atkore,” the “Company,” “we,”

“us,” and “our”) was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International
Holdings Inc. (“AIH”), which in turn is the sole stockholder of Atkore International, Inc. (“AII”).

We are a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets, as well as
residential markets, and Safety & Infrastructure products for the construction and industrial markets. The Electrical segment manufactures high
quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves
contractors in partnership with the electrical wholesale channel. The Safety & Infrastructure segment designs and manufactures solutions
including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure.
These solutions are marketed to contractors, original equipment manufacturers (“OEMs”), and end-users. We believe we hold #1 or #2 positions
in the United States by net sales in the vast majority of our products. The quality of our products, strength of our brands, our scale and national
presence provide what we believe to be a unique set of competitive advantages that position us for profitable growth.

Our mission is to be the customer’s first choice by providing unmatched quality, delivery, and value based on sustainable excellence in

strategy, people, and processes.

Effective in the first quarter of fiscal 2021, Atkore made the decision to rename and reorganize its two segments to better reflect each

segment’s value proposition and go-to-market approach. The Electrical segment was formerly named the Electrical Raceway segment. The
Safety & Infrastructure segment was formerly named the Mechanical Products & Solutions segment.

Effective in the first quarter of fiscal 2021, the Company also implemented the realignment of its segment financial reporting structure

such that its domestic cable management and prefabrication businesses are now reflected in the Safety & Infrastructure segment.

Effective in the second quarter of fiscal 2021, the Company changed its name from Atkore International Group Inc. to Atkore Inc.

Our Products

Atkore is committed to providing our customers with a safe, sustainable, and innovative portfolio of high quality electrical,

mechanical, safety, and infrastructure products and solutions. In total, we serve several end-markets, including new non-residential construction,
repair and remodel (“MR&R”), residential, OEM, and international markets.

We continuously seek to improve our product offerings and develop innovative new products that meet the changing needs of our

customers, which include industry trends toward digital design tools and labor saving solutions. The majority of Atkore products have Building
Information Modeling (“BIM”) models available for our customers’ use.

Significant product categories within our Electrical segment include metal electrical conduit and fittings, plastic pipe and conduit,

electrical cable and flexible conduit, and international cable management systems, which are critical components of the electrical infrastructure
for new construction and maintenance, MR&R markets. Significant product categories within our Safety & Infrastructure segment include
mechanical pipe, metal framing & fittings, and perimeter security. Our metal framing products are used in the installation of electrical systems
and various support structures, and our mechanical tube products can commonly be found in solar applications.

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Atkore continues to invest to add capabilities and capacity to develop innovative products and solutions to make installation faster and

easier. Recent examples of our innovation include MC Glide armored cable, which facilitates faster and smoother pull through during
installations; Eagle Basket, which quickly latches together; and Cellular Core Conduit, which bends easier than PVC conduit.

Customers

We are acutely aware of the importance of our equipment operating reliably, and we strive to deliver the safest, highest quality

products. Our sales and marketing processes are primarily focused on serving our customers, including electrical, industrial and specialty
distributors, who sell to contractors, and OEMs. We believe customers view Atkore as offering a strong value proposition based on our broad
product offering, strong brands, short order cycle times, reliability and consistent product quality. For each of fiscal 2021, 2020 and 2019,
approximately 90%, 89%, and 88% respectively, of our net sales were sold to customers located in the United States. Our net sales by
geographic area were as follows:

(in millions)
United States
International

Total

September 30, 2021

Fiscal Year Ended
September 30, 2020

September 30, 2019

$

$

2,637 
291 
2,928 

$

$

1,563 
202 
1,765 

$

$

1,689 
228 
1,917 

Atkore has a well-established customer base, which includes many of the largest companies in their categories. In fiscal 2021, our top
ten customers accounted for approximately 37% of net sales. No single customer, even after consolidating all branches of such customer, which
often make independent purchasing decisions, accounted for more than 10% of our net sales in fiscal 2021, 2020 or 2019.

Our customers include global electrical distributors (such as Consolidated Electrical Distributors, Inc., Graybar Electric Company,

Rexel, Sonepar S.A. and Wesco International, Inc.), independent electrical distributors including super-regional electrical distributors (such as
U.S. Electrical Services Inc., Crescent Electric Supply Co. and United Electric Supply Company, Inc.) and members of buying groups (such as
Affiliated Distributors, Inc., IMARK Group, Inc. and STAFDA) as well as industrial distributors and big-box retailers (such as The Home
Depot, Inc.). We also support alternative energy OEMs, with many applications used in solar system infrastructure.

Manufacturing

We currently manufacture products in 42 facilities and operate a total footprint of approximately 6.3 million square feet of

manufacturing and distribution space in eight countries. Our headquarters are located in Harvey, Illinois, which is also the location of our largest
manufacturing facility. Similar to our distribution footprint, our manufacturing footprint is currently concentrated in the United States, with
additional facilities in Australia, Belgium, Canada, New Zealand, Russia and the United Kingdom.

With respect to our tube and conduit products, we believe we are a technology leader in the in-line galvanizing manufacturing process
and have developed specialized equipment that enables us to produce a variety of low-cost high-quality galvanized tube products. For example,
our subsidiary, Allied Tube & Conduit Corporation, or “Allied Tube,” developed an in-line galvanizing technique (Flo-Coat) in which zinc is
applied in a continuous process when the tube and pipe are formed. The Flo-Coat galvanizing process provides superior zinc coverage of
fabricated metal products for rust prevention and lower cost manufacturing than traditional hot-dip galvanizing. Another example is our Cellular
Core conduit, which employs a co-extrusion process to create three firmly bonded layers with the inner layer as a cellular core, creating a
conduit that weighs less and is more flexible while meeting UL standards.

Suppliers and Raw Materials

We use a variety of raw materials in manufacturing our products. Our primary raw materials are steel, copper and polyvinyl chloride
(“PVC”) resin. We believe that sources for these raw materials are well-established, generally available and are in sufficient quantity that we
may avoid disruption to our business if we encounter an interruption from one of our existing suppliers. Our primary suppliers of steel are
Cleveland-Cliffs, Steel Dynamics and Nucor; our primary suppliers of copper are AmRod and Freeport McMoran; and our primary suppliers of
PVC resin are Westlake, Formosa and Oxy Vinyls. We strive to maintain strong relationships with our suppliers. Notwithstanding the general
availability of PVC resin, our resin suppliers declared force majeure during fiscal 2021 which constrained the availability and supply of resin.

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Responsible sourcing and supply chain management are critical to Atkore’s ability to provide high quality products to our customers.
We expect our suppliers to carry out Atkore’s values and commitments by using resources responsibly, reducing the environmental footprint of
their operations whenever possible, and upholding fair employment and human rights principles as outlined in our Supplier Integrity and
Sustainability Standards.

Distribution

Atkore adds value to the customer experience with a comprehensive portfolio of electrical products and strategically located regional

distribution centers. Additionally, we drive value for our customers through a single order across our broad product portfolio coupled with
services like our ReliaRoutes hub-and-spoke fixed trucking lanes and technologies like our mobile app to track orders and schedule pickups.

We primarily sell and distribute our products through electrical, industrial and specialty distributors and OEMs. For many of the more

than 12,000 electrical-distributor branches in the United States, our products are must-stock lines that form a staple of their business. We serve a
diverse group of end markets, including new construction, MR&R and infrastructure, diversified industrials, alternative power generation,
healthcare, data centers and government. End-users, who are typically electrical, industrial and mechanical contractors as well as OEMs, install
our products during non-residential, residential and infrastructure construction and renovation projects or in assembly and manufacturing
processes.

Distribution-based sales accounted for approximately 81% of our net sales in fiscal 2021. We distribute our products to electrical and

industrial distributors from our manufacturing and distribution facilities as well as from over 41 dedicated distribution facilities operated by our
agents. Our products are also stocked by electrical and industrial distributors who are located across the United States. Some of our products are
purchased by OEMs and used as part of their products and solutions in applications such as utility solar framing, and conveyor systems. OEM
sales accounted for approximately 15% of our net sales for fiscal 2021.

Our distribution footprint is concentrated in North America (the United States and Canada), with additional facilities in Australia, New

Zealand and the United Kingdom.

Products are generally delivered to the distribution centers from our manufacturing facilities and then subsequently delivered to the

customer. In some instances, a product is delivered directly from our manufacturing facility to a customer or end-user. In many cases, our
products are bundled and co-loaded when shipped. We contract with a wide range of transport providers to deliver our products.

Seasonality

In a typical year, our operating results are impacted by seasonality. Weather can impact the ability to pursue non-residential

construction projects at any time of the year in any geography, but historically, our slowest quarters have been the first and second fiscal
quarters of each fiscal year when frozen ground and cold temperatures in many parts of the country can impede the start and pursuit of
construction projects. Sales of our products have historically been higher in the third and fourth quarters of each fiscal year due to favorable
weather and longer daylight conditions during these periods. Seasonal variations in operating results may also be significantly impacted by
inclement weather conditions, such as cold or wet weather, which can delay construction projects.

Marketing

Our marketing efforts are focused on key stakeholder audiences including electrical and industrial distributors, contractors, engineers,
government entities, and OEM customers. These combined efforts communicate the value proposition of the overall Atkore brand by bringing
together complementary solutions in our portfolio while reinforcing the individual value propositions of our leading sub-brands such as Allied
Tube & Conduit, AFC Cable Systems, Kaf-Tech, Heritage Plastics, Unistrut, Power-Strut, Cope, US Tray, FRE Composites, Calbond and
Calpipe.

Atkore sales are enabled through external commissioned sales agents and internal sales teams that drive customer acquisition and
retention. Our comprehensive portfolio of products and solutions is continually enhanced by driving innovation into our markets with new
product introductions, such as the digital tools that support project design and selection.

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In 2020, prompted by evolving customer needs in an increasingly competitive, cost-and-efficiency conscious construction industry, we
refreshed our branding strategy from a house of brands to a branded house, uniting all brands under one master brand, Atkore, and adopted the
“Building Better Together” theme to demonstrate how we work with customers and customers’ customers. An indicator of the effectiveness of
our marketing and branding strategy is the marketplace recognition Atkore has garnered through a number of awards, including the tED Best of
the Best Award for best brand campaign, an AD Electrical Marketing Excellence Award, and a tED Advertising Award.

Competition

Our principal competitors range from national manufacturers to smaller regional manufacturers and differ by each of our product lines.
We also face competition from manufacturers in Canada, Mexico and several other international markets, depending on the product. We believe
our customers purchase from us because we provide value through the quality of our products, the breadth of our portfolio and the timeliness of
our delivery. Competitive pressures are generally in the areas of product offering, product innovation, quality, service and price.

The main competitors in each of these segments are listed below:

Electrical: ABB Ltd., Eaton Corporation plc, nVent Electric plc, Hubbell Incorporated, Zekelman Industries, Inc., Nucor Corporation,
Southwire Company, LLC, and Encore Wire Corporation plc.

Safety & Infrastructure: Zekelman Industries, Inc., Eaton Corporation plc, ABB Ltd. and Haydon Corporation

Management of Information Technology Systems

Historically, information technology has not been a significant differentiator for us in our markets, however, we believe that the ease of
doing business with us will become increasingly important to our growth and are making significant investments to improve our operations and
provide valuable solutions for our customers. Over the past six years, Atkore has made significant investments in technology to improve our
business and provide value to our customers.

Currently, we operate our business using commercially available hardware and software products with well-developed support

services. In addition to these widely available IT products, we developed a new application for our agents that we believe will improve the
overall order entry process. Additionally, during fiscal 2016, we invested in installing and implementing a new general ledger and financial
reporting system for the entire Company replacing a number of systems used in various parts of the Company. We have also chosen to migrate
our email service and various other information technology services to a cloud computing platform hosted by Microsoft. During fiscal 2019, we
completed the implementation of an integrated system for order management, advanced warehouse management, finished goods inventory
management and accounts receivable.

We are in the final stages of a customer-facing technology investment that streamlines the process of designing installation plans,

ordering, and managing the process through delivery, providing speed and accuracy not available from our competitors.

In today’s business environment, cybersecurity is of paramount importance and Atkore has also invested significantly to strengthen our

cybersecurity posture.

Human Capital Resources

Culture

Atkore believes that a strong culture of engagement and alignment drives continuous improvement, enhances our customers’

experience, and delivers strong performance.

We aim to foster a workplace where our employees feel aligned with our mission, proud of our culture and engaged in their work. Our

annual Employee Engagement and Alignment Survey is one of our primary tools to assess our performance as an employer of choice and to
measure employee engagement and satisfaction.

Atkore operates under a set of core values of Accountability, Teamwork, Integrity, Respect and Excellence and the Atkore Business

System, which prioritizes Strategy, People and Processes, the fundamentals of how we Build Better Together. Our culture provides employees
with opportunities for personal and professional development as well as community

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engagement, all of which contribute to our Company’s overall success. In addition to many other awards, in 2020, Atkore was recognized as a
Great Place to Work-Certified  company.

TM

Employee Base

As of September 30, 2021, we employed approximately 4,000 full-time equivalent employees of whom approximately 15% are
temporary or contract workers. Our employees are primarily located in the United States, with about 18% employed at our international
locations in Australia, Belgium, Canada, China, New Zealand, Russia, and the United Kingdom.

As of September 30, 2021, approximately 21% of our domestic and international employees were represented by a union under a

collective bargaining agreement. All unions are either located in the United States or Canada with no unions or Worker’s Councils at any of our
other locations abroad.

From time to time, our collective bargaining agreements expire and come up for re-negotiations. On July 14, 2020, the Company and
the United Steelworkers Union, representing approximately 350 employees, reached an agreement on the terms of a new collective bargaining
agreement for our largest facility in Harvey, Illinois, which expires in April 2024. We believe our relationship with our employees is good.

Safety, Health and Well-Being

At Atkore, nothing is more important than the safety and well-being of our people. We seek to ensure that employees, customers,

contractors, and visitors to our facilities go home safely at the end of each day, and we empower everyone to proactively identify and eliminate
risks to promote an injury-free and incident-free workplace.

In 2021, we launched our new safety brand “Let’s Make It Home,” a safety program encompassing our commitment to safety and

reinforcing the importance of living our values in order to create a workplace where everyone feels respected, appreciated and safe. Developed
by and for employees, Let’s Make It Home makes safety at Atkore personal and reminds everyone that safety is integral to every action.

In 2021, we also introduced updates to our Life Saving Rules, which provide additional guidance on the actions every employee must
take to ensure safe practices across our operations. Our employees are required to receive Atkore Kore Training and Safety Alerts, which cover
high-hazard occupational safety concerns and compliance with both internal and external safety and environmental permits. Every one of our
sites completes a self-assessment and certification of completion.

We believe Atkore’s investments in safety, health and well-being are critical to supporting and protecting our most important asset: our

people.

Diversity, Equity and Inclusion

At Atkore, we believe that diversity of all types contributes to our success and that our differences make us better. We believe that

supporting a diverse, equitable and inclusive workplace fosters a culture of openness and innovation. Our commitment to Diversity, Equity and
Inclusion (“DE&I”) is embedded throughout the company with a range of programs driven by our DE&I Roadmap, which helps us identify and
execute specific actions and monitor our progress toward a workplace where all employees feel they belong and are empowered to do their best
work.

In 2021, we integrated DE&I topics into our employee onboarding process and rolled out unconscious bias training for salaried
employees. We include the importance of building diverse and inclusive teams in manager training and structure the interview process to
minimize implicit biases. All employees are required to complete anti-harassment training.

We regularly evaluate our progress on DE&I across the company. Our longstanding DE&I Steering Committee leads many of our

programs and internal efforts, evaluating how we can continue to improve and create a more inclusive culture. Each employee is encouraged to
bring their uniqueness to the Company, which unlocks their individual potential and Atkore’s organizational potential.

Talent Development and Retention

Our ability to successfully operate, grow and implement key business strategies is dependent upon our ability to attract, develop and
retain talented employees at all levels of our Company. As part of our human capital resource objectives, we support our employees by using
strategic workforce planning to forecast future needs, building, and leveraging an inclusive leadership mindset, and applying a robust talent
management process, including our onboarding and immersion program and our monthly organizational leadership review cadence.

We provide opportunities for advancement through rotational and stretch assignments and best practice leadership roles. In fiscal 2021,

approximately 40% of our total positions filled came from internal promotions, highlighting our commitment to developing our employees.

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The Company rewards employees with competitive compensation and benefits packages, including attractive medical plans, retirement

plans, opportunities for annual bonuses and, for eligible employees, long-term incentives and equity-based compensation. The Company
believes our compensation program allows us to attract and retain talented employees.

Engagement and Alignment

We have a culture of engagement and alignment and believe fully engaged employees stay focused on being a standout leader, support
the decisions of the leadership team and strive for breakthrough results. An aligned employee lives our mission and values, learns our strategic
priorities and links their individual goals to those priorities. Our 2021 engagement and alignment survey had an overall participation rate of
72%. In fiscal 2021, 61% of our hourly workforce participated in the survey, compared to 37% of hourly employees in fiscal 2020. The result of
the survey showed the following favorable percentages: Engagement 83%; Alignment 83%; Safety 91%; and Diversity Equity & Inclusion 80%.

Human Rights

Atkore is committed to supporting human rights and fair labor practices for all our employees, suppliers, contractors, business partners

and in the communities where we operate. We will not tolerate human rights abuses of any kind, including human trafficking, child labor or
incidents of corruption within our company or supply chain. Employees are encouraged to report any potential violations or concerns, and all
reports are promptly and impartially investigated.

Our Human Rights Policy defines our dedication to protecting human rights and is driven by our core values and is aligned with

national and international principles of human rights.

Atkore’s Supplier Integrity and Sustainability Standards set forth our expectation that suppliers uphold our commitment to human

rights. In 2021, we launched our Supplier Business Review Agenda with several of our largest suppliers to ensure our partners could conduct
business in alignment with our values.

Response to COVID-19 Pandemic

In response to the evolving impacts of the novel coronavirus (“COVID-19”) pandemic, we took proactive steps to help protect the safety and
well-being of our employees, as well as maintain the continuity of our business. We quickly created a cross-functional, COVID-19 Response
Committee to track and address COVID-19 cases and impacts in the locations around the world where our employees live and work. We
implemented various safety protocols, such as personal protective equipment and facemasks, social distancing, enhanced cleaning, health
screens and a vaccination wellness incentive to foster a safe working environment for our employees, customers, and vendors. In addition, we
have increased the level of communication from our leaders to better inform and support our employees. Atkore continues to monitor and is
prepared to take action on the COVID-19 pandemic. The measures we have taken have allowed us to continue our manufacturing operations
and allow office employees to return to in-person work.

Intellectual Property

Patents and other proprietary rights can be important to our business. We also rely on trade secrets, manufacturing know-how,

continuing technological innovations, and licensing opportunities to maintain and improve our competitive position. We periodically review
third-party proprietary rights, including patents and patent applications, in an effort to avoid infringement of third-party proprietary rights,
identify licensing opportunities and monitor the intellectual property claims of others.

We own a portfolio of patents and trademarks. Other than licenses to commercially available third-party software, we do not believe

that any of our licenses to third-party intellectual property are material to our business taken as a whole. Patents for individual products extend
for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent protection is
obtained. We rely on both trademark registration and common law protection for trademarks. Trademark rights may potentially extend
indefinitely and are dependent upon national laws and use of the trademarks.

While we consider our patents and trademarks to be valuable assets, we do not believe that our competitive position is dependent on

patent or trademark protection or that our operations are dependent upon any single patent or group of related patents. We nevertheless face
intellectual property-related risks. For more information on these risks, see Item 1A, “Risk Factors—Risks Related to Our Business—We may
not be able to adequately protect our intellectual property rights in foreign countries, and we may become involved in intellectual property
disputes.”

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Regulatory Matters

Our facilities are subject to various federal, state, local and non-U.S. regulations including the protection of human health, safety and

the environment. Among other things, these laws govern the use, storage, treatment, transportation, disposal and management of hazardous
substances and wastes; regulate emissions or discharges of pollutants or other substances into the air, water, or otherwise into the environment;
impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances
and protect the health and safety of our employees.

We have incurred, and expect to continue to incur, capital expenditures in addition to ordinary course costs to comply with applicable

current and future environmental, health and safety laws, such as those governing air emissions and wastewater discharges. In addition,
government agencies could impose conditions or other restrictions in our environmental permits which increase our costs. These laws are
subject to change, which can be frequent and material. More stringent federal, state or local environmental rules or regulations could increase
our operating costs and expenses.

The cost of compliance with environmental, health and safety laws and capital expenditures required to meet regulatory requirements is

not anticipated to have a material effect on our financial position, results of operations, cash flows or competitive position.

In October 2013, the State of Illinois filed a complaint against our subsidiary Allied Tube, alleging violations of the Illinois
Environmental Protection Act, or the “IEPA,” relating to discharges to a storm sewer system that terminates at Allied Tube’s Harvey, Illinois
manufacturing facility. The State sought an injunction ordering Allied Tube to take immediate corrective action to abate the alleged violations
and civil penalties as permitted by applicable law. Allied Tube has reviewed management practices and made improvements to its diesel fuel
storage and truck maintenance areas to resolve the State’s claims. We entered into a consent order that required Allied Tube to pay a nominal
penalty, install base low-flow oil and water separation equipment and take certain additional remedial actions to resolve the State’s claim. The
installation of the low-flow oil and water separation equipment is complete and certain additional remediation activities are in progress. We do
not currently expect that any remaining obligations would have a material effect on our financial position, results of operations or cash flows.

In August 2014, we received from the IEPA the terms of a proposed new stormwater discharge permit for our Harvey, Illinois
manufacturing facility. Because the facility did not meet the zinc limit set forth in the proposed permit, the Company commenced negotiations
with the IEPA to agree upon mutually acceptable discharge limits. During these negotiations, the facility was operating under an extension of
the terms of our existing stormwater discharge permit. In October 2016, we received the final permit. A mutually agreed upon compliance plan
is part of the permit, which was modified in December 2019 to accommodate trials of a metal coating technology that would nearly eliminate
the largest source of zinc emissions from our galvanizing operations. Although the metal coating trials were not successful, we are in the final
stages of installing zinc treatment systems for both the storm water discharges, but also further reducing the zinc emitted from the galvanizing
manufacturing operations. A new permit was issued August 5, 2021 that includes a less stringent permit limit based on the receiving stream
evaluation, which also includes a one-year start-up / shake-down period to meet the new zinc limit. The compliance plan includes studies to
reduce zinc emitted from galvanizing manufacturing operations, implementation of more rigorous management practices, evaluation of the
installation of passive/cost effective stormwater treatment and receiving stream studies to determine if a less stringent permit limit will be as
protective of the water system as the current permit limit. We continue to work towards compliance and have kept the IPEA informed on our
progress. Given the scope and time frame of the compliance plan, we do not expect that achieving compliance with either the stormwater
discharge permit or the plan will have a material effect on our financial position, results of operations or cash flows.

We are continually investigating, remediating or addressing contamination at our current and former facilities. For example, we are

currently monitoring groundwater contamination at our Wayne, Michigan facility. Future remediation activities may be required to address
contamination at or migrating from the Wayne, Michigan site. Many of our current and former facilities have a history of industrial usage for
which additional investigation and remediation obligations could arise in the future and which could materially adversely affect our business,
financial position, results of operations or cash flows.

Available Information

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We make available free of charge through our website, http://investors.atkore.com/sec-filings, our annual reports on Form 10-K,

quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other reports filed under the Securities Exchange Act of 1934
(“Exchange Act”), and all amendments to those reports simultaneously or as soon as reasonably practicable after such material is electronically
filed with, or furnished to, the SEC. Our reports are also available free of charge on the SEC’s website, www.sec.gov. References to our website
in this Annual Report on Form 10-K do not constitute an incorporation by reference of any of the information found on our website, and such
information is not a part of this or any other report we file with or furnish to the SEC.

Item 1A. Risk Factors

You should carefully consider the factors described below, in addition to the other information set forth in this Annual Report on Form
10-K. These risk factors are important to understanding the contents of this Annual Report on Form 10-K and of other reports. Our reputation,
business, financial position, results of operations and cash flows are subject to various risks. The risks and uncertainties described below are
not the only ones relevant to us. Additional risks and uncertainties not currently known to us or that we currently believe are immaterial may
also adversely impact our reputation, business, financial position, results of operations and cash flows.

Risks Related to Our Business

Our performance may be impacted by general business and economic conditions, which could materially and adversely affect our

business, financial position, results of operations or cash flows.

The success of our business is affected by a number of general business and economic conditions. Our primary end markets are new

non-residential construction, repair and remodel (“MR&R”), residential, OEM, and international markets. Decrease in global economic activity
may result in downturns or periods of economic weakness in our primary end markets. Such decreases may be instigated by factors beyond our
control, including economic recessions, the COVID-19 pandemic, supply chain disruptions, availability of raw materials and other items
sourced for production and delivery of finished product, changes in end-user preferences, consumer confidence, inflation, availability of credit,
fluctuations in interest and currency exchange rates and changes in the fiscal or monetary policies of governments in the regions in which we
operate. In turn, we may experience diminished demand for our products, which could create excess capacity and reduce the prices which we
are able to charge for our products. The materialization of any of these risks could have a material adverse effect on our business, financial
position, results of operations and cash flows.

During the United States economic recession which began in the second half of 2007 and continued through June of 2009, demand for

our products declined significantly. Another economic downturn in any of the markets we serve may result in a reduction of sales and pricing
for our products. Any such economic downturn could also adversely affect the creditworthiness of our customers. If the creditworthiness of our
customers declines, we could face increased credit risk and some, or many, of our customers may not be able to pay us amounts when they
become due. Economic downturns may also result in restructuring actions and associated expenses and the impairment of long-lived assets,
including goodwill and other intangibles. In particular, we may be forced to close underperforming facilities. Any such restructuring actions,
combined with reduced demand and excess capacity, could negatively impact our business, financial position, results of operations or cash
flows.    

We cannot predict economic conditions, or the timing or strength of demand in our markets. Weakness in the markets in which we

operate could have a material adverse effect on our business, financial position, results of operations or cash flows.

The non-residential construction industry accounts for a significant portion of our business, and a downturn in the non-residential

construction industry could materially and adversely affect our business, financial position, results of operations or cash flows.

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Our business is largely dependent on the non-residential construction industry. Approximately 33% of our net sales in fiscal 2021 were
directly related to United States new non-residential construction. For new construction, we estimate that our product installation typically lags
United States non-residential starts by six to twelve months. The United States non-residential construction industry is cyclical, with product
demand based on numerous factors such as availability of credit, interest rates, general economic conditions, consumer confidence and other
factors that are beyond our control. United States non-residential construction starts, as reported by Dodge, reached a historic low of 690 million
square feet in our fiscal 2010 and increased to 1,243 million square feet in our fiscal 2021, which remains below historical levels.

From time to time we have been adversely affected in various parts of the country by declines in non-residential building construction
starts due to, among other things, supply chain disruptions and availability of construction labor and materials, changes in tax laws affecting the
real estate industry, interest rate increases and governmental restrictions relating to the COVID-19 pandemic. Continued uncertainty about
current economic conditions will continue to pose a risk to our business, financial position, results of operations and cash flows, as participants
in this industry may postpone spending in response to negative financial news or declines in income or asset values, which could have a
continued material negative effect on the demand for our products.

Widespread public health conditions, and specifically the COVID-19 pandemic, have had and could continue to have a material

adverse impact on our business, financial position, results of operations and cash flows.

We are closely monitoring developments related to the COVID-19 pandemic to assess its impact on our business. While we have

implemented risk management and contingency plans and taken preventive measures and other precautions, no predictions of specific scenarios
can be made with respect to the COVID-19 pandemic and such measures may not adequately protect our business from the impact of such
events. These impacts include disruptions or restrictions on our employees’ ability to travel as well as temporary closures of our facilities or the
facilities of our customers, suppliers and other constituents of our supply chain.

As of the date of this filing, we have seen volume declines in our business across several product categories, as customers and end

markets face some uncertainty and delays in timing of work. In particular, some construction site closures or project delays have occurred, and
job sites have had to adjust to increased physical distancing, and shortages of labor and construction materials and health-related precautions.
Given the continued uncertainty with respect to impacts of the pandemic, it is unknown how significant this will become. Further uncertainty
and delays in our end-markets could have a material adverse impact on the demand for our products, some jurisdictions may raise taxes to help
cover pandemic-related costs and disruptions to or adverse conditions in the financial industry could affect our ability to obtain financing on
favorable terms or at all.

While our operations are currently considered an “essential business”, the extent and duration of the COVID-19 pandemic’s impact

remain highly uncertain and dependent on future developments that cannot be accurately predicted, such as the availability and effectiveness of
vaccines, future mutations of the COVID-19 virus and any resulting impact of the effectiveness of vaccines, the severity of the COVID-19
pandemic, the extent and effectiveness of containment actions, and the impacts of these and other factors on our operations and the global
economy. We also cannot predict how legal and regulatory responses to concerns about the COVID-19 pandemic and related public health
issues will impact our business. These and other factors could have a material adverse impact on our business, financial position, results of
operations and cash flows and may cause us to revisit or revise estimates of future earnings or other guidance we have previously provided to
the markets.

Furthermore, the heightened uncertainty within the macroeconomic environment has caused our stock price to be volatile which could

include declines in the future, due in part to the volatility of the stock market and any general economic downturn.

The raw materials on which we depend in our production process may be subject to price increases which we may not be able to

pass through to our customers, or to price decreases which may decrease the prices of our products. As a result, such price fluctuations
could materially and adversely affect our business, financial position, results of operations or cash flows.

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Our results of operations are impacted by changes in commodity prices, primarily steel, copper and PVC resin. Historically, we have

not engaged in material hedging strategies for raw material purchases. Substantially all of the products we sell (such as steel conduit, tubing and
framing, copper wiring in our cables, and PVC conduit) are subject to price fluctuations because they are composed primarily of steel, copper or
PVC resin, three industrial commodities that are subject to price volatility. This volatility can significantly affect our gross profit. We also watch
the market trends of certain other commodities, such as zinc (used in the galvanization process for a number of our products), electricity, natural
gas and diesel fuel, as such commodities can be important to us as they impact our cost of sales, both directly through our plant operations and
indirectly through transportation and freight expense.

We may not always be completely successful in managing raw material market fluctuations in the future. We generally sell our

products on a spot basis (and not under long-term contracts). Accordingly, in periods of declining raw material prices, we may face pricing
pressure from our customers to reduce our products’ prices. Conversely, in periods of increasing raw material prices, we may not be able to pass
on such increases to our customers. Our inability to maintain established price levels in an environment of declining raw material prices, or
offset increasing raw material prices by our products’ prices, could materially and adversely affect our business, financial position, results of
operations or cash flows.

We operate in a competitive landscape, and increased competition could materially and adversely affect our business, financial

position, results of operations or cash flows.

The principal markets that we serve are highly competitive. Competition is based primarily on product offering, product innovation,

quality, service and price. Our principal competitors range from national manufacturers to smaller regional manufacturers and differ by each of
our product lines. See Item 1, “Business—Competition.” Some of our competitors may have greater financial and other resources than we do
and some may have more established brand names in the markets we serve. The actions of our competitors may encourage us to lower our
prices or to offer additional services or enhanced products at a higher cost to us, which could reduce our gross profit, net income or cash flows
or may cause us to lose market share. Any of these consequences could materially and adversely affect our business, financial position, results
of operations or cash flows.

Our operating results are sensitive to the availability and cost of freight and energy, which are important in the manufacture and

transport of our products.

We are dependent on third-party freight carriers to transport many of our products. Our access to third-party freight carriers is not

guaranteed, and we may be unable to transport our products at economically attractive rates in certain circumstances, particularly in cases of
adverse market conditions or disruptions to transportation infrastructure. Our business, financial position, results of operations or cash flows
could be materially and adversely affected if we are unable to pass all of the cost increases on to our customers, if we are unable to obtain the
necessary energy supplies or if freight carrier capacity in our geographic markets were to decline significantly or otherwise become unavailable.

Interruptions in the proper functioning of our information technology (“IT”) systems, including from cybersecurity threats, could

disrupt operations and cause unanticipated increases in costs or decreases in revenues, or both.

We use our IT systems to, among other things, run and manage our manufacturing operations, manage inventories and accounts
receivable, make purchasing decisions and monitor our results of operations, and process, transmit and store sensitive electronic data, including
employee, supplier and customer records. As a result, the proper functioning of our IT systems is critical to the successful operation of our
business. Our information systems include proprietary systems developed and maintained by us. In addition, we depend on IT systems of third
parties, such as suppliers, retailers and OEMs to, among other things, market and distribute our products, develop new products and services,
operate our website, host and manage our services, store data, process transactions, respond to customer inquiries and manage inventory and our
supply chain. Although our IT systems are protected through physical and software safeguards and remote processing capabilities exist, our IT
systems or those of third parties whom we depend upon are still vulnerable to natural disasters, power losses, unauthorized access,
telecommunication failures and other problems. If critical proprietary or third-party IT systems fail or are otherwise unavailable, including as a
result of system upgrades and transitions, our ability to manufacture, process orders, track credit risk, identify business opportunities, maintain
proper levels of inventories, collect accounts receivable, pay expenses and otherwise manage our business would be adversely affected.

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Our business is also vulnerable to cyberattacks. Cyber incidents can result from deliberate attacks or unintentional events.
Cybersecurity attacks in particular are becoming more sophisticated and more frequent and include, but are not limited to, malicious software,
attempts to gain unauthorized access to data (either directly or through our vendors) for purposes of misappropriating assets or sensitive
information, corrupting data, or causing operational disruption, “denial of service” attacks, phishing, untargeted but sophisticated and automated
attacks and other disruptive software campaigns. We have been, and likely will continue to be, subject to potential damage from cybersecurity
attacks. Despite our security measures, our IT systems and infrastructure or those of our third parties may be vulnerable to such cyber incidents.
The result of these incidents could include, but are not limited to, disrupted operations, misstated or misappropriated financial data, theft of our
intellectual property or other confidential information (including of our customers, suppliers and employees), liability for stolen assets or
information, increased cyber security protection costs and reputational damage adversely affecting customer or investor confidence. In addition,
if any information about our customers, including payment information, were the subject of a successful cybersecurity attack against us, we
could be subject to litigation or other claims by the affected customers. We have incurred costs and may incur significant additional costs in
order to implement the security measures we feel are appropriate to protect our IT systems.

Our business, financial position, results of operations or cash flows could be materially and adversely affected by the importation of

similar products into the United States, as well as U.S. trade policy and practices.

A substantial portion of our revenue is generated through our operations in the United States. Imports of products similar to those

manufactured by us may reduce the volume of products sold by domestic producers and depress the selling prices of our products and those of
our competitors.

We believe import levels are affected by, among other things, overall worldwide product demand, the trade practices of the U.S. and
foreign governments, the cost of freight, the challenges involved in shipping, government subsidies to foreign producers and governmentally
imposed trade restrictions, such as quotas, tariffs, and other trade barriers in the United States. Increased imports of products similar to those
manufactured by us in the United States could materially and adversely affect our business, financial position, results of operations or cash
flows.

We are indirectly subject to regulatory changes that may affect demand for our products.

The markets for certain of our products are influenced by federal, state, local and international governmental regulations, trade policies

and trade groups (such as the Buy America regulations, American Recovery and Reinvestment Act of 2009, Underwriters Laboratories,
National Electrical Code and American Society of Mechanical Engineers) as well as other policies, including those imposed on the non-
residential construction industry (such as the National Electrical Code and corresponding state and local laws based on the National Electrical
Code). These regulations and policies are subject to change. Any changes to such regulations, laws and policies could materially and adversely
affect our business, financial position, results of operations or cash flows. Specifically, changes to the National Electrical Code and any similar
state, local or non-U.S. laws, including changes that would allow for alternative products to be used in the non-residential construction industry
or that would render less restrictive or otherwise reduce the current requirements under such laws and regulations, could expand the scope of
products which could serve as alternatives to our products. As a result, competition in the industries in which we operate could increase, with a
potential corresponding decrease in the demand for our products. To remain competitive, we may be forced to reduce the prices of our products.

In addition, in the event that changes in such laws would render current requirements more restrictive, we may be required to change

our products or production processes to meet such increased restrictions, which could result in increased costs and cause us to lose market share.

The materialization of any of these risks may have a material adverse effect on our business, financial position, results of operations or

cash flows.

Our results of operations could be adversely affected by weather.

Although weather patterns affect our operating results throughout the year, adverse weather historically has reduced construction

activity in our first and second fiscal quarters as construction activity declines due to inclement weather, frozen ground and shorter daylight
hours. In contrast, our highest volume of net sales historically has occurred in our third and fourth fiscal quarters. If hurricanes, severe storms,
floods, other natural disasters or similar events occur in the geographic regions in which we or our suppliers operate or through which deliveries
must travel, our results of operations may be adversely affected.

15

We have incurred and continue to incur significant costs to comply with current and future environmental and health and safety

laws and regulations, and our operations expose us to the risk of material environmental and health and safety laws liability.

We are subject to numerous federal, state, local and non-U.S. environmental laws governing, among other things, the generation, use,
storage, treatment, transportation, disposal and management of hazardous substances and wastes, emissions or discharges of pollutants or other
substances into the environment, investigation and remediation of, and damages resulting from, releases of hazardous substances.

Our failure to comply with applicable environmental laws, regulations and permit requirements could result in civil or criminal fines or

penalties, enforcement actions, and regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures such as the
installation of pollution control equipment, which could materially and adversely affect our business, financial position, results of operations or
cash flows. Accordingly, compliance with these laws, regulations, permits and approvals is a significant factor in our business. We have
incurred, and expect to continue to incur, capital expenditures in addition to ordinary course costs to comply with applicable current and future
environmental laws, such as those governing air emissions and wastewater discharges. These laws are subject to change, which could be
frequent and material. The imposition of more stringent federal, state or local environmental rules or regulations could increase our operating
costs and expenses. In addition, government agencies could impose conditions or other restrictions in our environmental permits which increase
our costs.

From time to time, we may be held liable for the costs to address contamination at any real property we have ever owned, operated or
used as a disposal site. We are currently, and may in the future be, required to investigate, remediate or otherwise address contamination at our
current or former facilities. Many of our current and former facilities have a history of industrial usage for which additional investigation,
remediation or other obligations could arise in the future and that could materially and adversely affect our business, financial position, results
of operations or cash flows. For example, as we sell, close or otherwise dispose of facilities, we may need to address environmental issues at
such sites, including any previously unknown contamination.

We could be subject to third-party claims for property damage and nuisance or otherwise as a result of violations of, or liabilities under,

environmental laws or in connection with releases of hazardous or other materials at any current or former facility. We could also be subject to
environmental indemnification or other claims in connection with assets and businesses that we have divested.

We are also subject to various federal, state, local and foreign requirements concerning health and safety conditions at our

manufacturing facilities, including those promulgated by the U.S. Occupational Safety and Health Administration (“OSHA”). The operation of
manufacturing facilities involves many risks, including the failure or substandard performance of equipment, suspension of operations and new
governmental statues, regulations, guidelines and policies. Our and our customers’ operations are also subject to various hazards incidental to
the production, use, handling, processing, storage and transportation of certain hazardous materials. These hazards can cause personal injury,
severe damage to and destruction of property and equipment and environmental damage. Furthermore, we may become subject to claims with
respect to workplace exposure, personal injury, workers’ compensation and other matters. We may be subject to material financial penalties or
liabilities for noncompliance with health and safety requirements, as well as potential business disruption, if any of our facilities or a portion of
any facility is required to be temporarily closed as a result of any significant injury or any noncompliance with applicable requirements.
Moreover, we have sustained capital expenditure in complying with applicable health and safety laws and regulations, and any changes to such
laws and regulations could increase our costs of operations.

We cannot assure you that any costs relating to future capital and operating expenditures to maintain compliance with environmental,

health and safety laws, as well as costs to address contamination or environmental claims, will not exceed any current estimates or adversely
affect our business, financial position, results of operations or cash flows. Any unanticipated liabilities or obligations arising, for example, out of
discovery of previously unknown conditions or changes in law or enforcement policies, could materially and adversely affect our business,
financial position, results of operations or cash flows.

We rely on several customers for a significant portion of our net sales, and the loss of such customers, or their inability or
unwillingness to pay our invoices on time could materially and adversely affect our business, financial position, results of operations or cash
flows.

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Certain of our customers, in particular buying groups representing consortia of independent electrical distributors, national electrical

distributors, OEMs, data centers and medical center general contractors are material to our business, financial position, results of operations and
cash flows because they account for a significant portion of our net sales. In fiscal 2021, although no single customer accounted for more than
10% of our net sales, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 37% of our net
sales. Our percentage of sales to our major customers may increase if we are successful in our strategy of expanding the range of products which
we sell to existing customers. In such an event, or in the event of any consolidation in certain segments we serve, including retailers selling
building products, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with
respect to, one or more of our top customers. Our top customers may also be able to exert influences on us with respect to pricing, delivery,
payment or other terms. Any termination of a business relationship with, or a significant sustained reduction in business received from, one or
more of our largest customers could have a material adverse effect on our business, financial position, results of operations or cash flows.

The majority of our net sales are facilitated through the extension of credit to our customers, and a significant asset included in our

working capital is accounts receivable from customers. As of September 30, 2021, CED National represented 11% of the Company’s accounts
receivable, with no significant amounts past due. As of September 30, 2020, one customer, Sonepar Management US, Inc., represented 11% of
the Company’s accounts receivable balance due to increased sales in the last 60 days of the year. See Note 17, “Segment Information” to the
accompanying consolidated financial statements included elsewhere in this Annual Report. If customers responsible for a significant amount of
accounts receivable become insolvent or otherwise unable to pay for products and services, or become unwilling or unable to make payments in
a timely manner, our business, financial position, results of operations or cash flows could be materially and adversely affected.

Our working capital requirements could result in us having lower cash available for, among other things, capital expenditures and

acquisition financing.

Our working capital needs fluctuate based on economic activity and the market prices for our main raw materials, which are

predominantly steel, copper and PVC resin. We require significant working capital to purchase these raw materials and sell our products
efficiently and profitably to our customers. Our cash collection cycle is generally one to two months longer than our cash payment cycle. If our
working capital requirements increase and we are unable to finance our working capital on terms and conditions acceptable to us, we may not be
able to obtain raw materials to respond to customer demand, which could result in a loss of sales.

If our working capital needs increase, the amount of liquidity we have at our disposal to devote to other uses will decrease. A decrease
in liquidity could, among other things, limit our flexibility, including our ability to make capital expenditures and to complete acquisitions that
we have identified, thereby materially and adversely affecting our business, financial position, results of operations and cash flows.

Labor disputes, increased labor costs or work stoppages could adversely affect our operations and impair our financial

performance.

As of September 30, 2021, approximately 21% of our domestic and international employees were represented with a collective
bargaining agreement by labor unions. Work stoppages or production interruptions could occur at our facilities or our suppliers’ facilities. Such
disputes may arise under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective
bargaining agreements, as a result of supplier financial distress or for other reasons. Any amendments to existing collective bargaining
agreements, or the implementation of new collective bargaining agreements, could result in increased labor costs.

Any organizing efforts, significant work stoppages or increases in labor costs could materially and adversely affect our business,

financial position, results of operations or cash flows. See Item 1, “Business—Human Capital Resources.”

Our business requires skilled labor, and we may be unable to attract and retain qualified employees.

The Company’s success is dependent on our employees, so it’s critical that we continue to attract and retain talent. To accomplish this,

the Company needs to offer a total rewards package that includes competitive benefits and pay, reflecting our long-term commitment to the
well-being of our employees. Efforts to attract talent to fill open roles in light of recent constrained labor availability may take more time than in
the past and may cost the Company significantly more than in recent years. Moreover, the constrained labor conditions may mean that retention
of existing talent may require significant additional pay and incentives.

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We have financial obligations relating to pension plans that we maintain in the United States.

We provide pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible

United States employees. As of September 30, 2021, we estimated that our pension plans were underfunded by approximately $2.7 million, both
of which are frozen and do not accrue any additional service cost. As such, the funded status is primarily impacted by the performance of the
underlying assets supporting the plan and changes in interest rates or other factors, which may trigger additional cash contributions. Our pension
obligations are calculated annually and are based on several assumptions, including then-prevailing conditions, which may change from year to
year. If in any year our assumptions are inaccurate, we could be required to expend greater amounts than anticipated.

Unplanned outages at our facilities or those of our suppliers and other unforeseen disruptions could materially and adversely affect

our business, financial position, results of operations or cash flows.

Our business depends on the operation of our manufacturing and distribution facilities as well as those of our suppliers. It is possible
that we or they could experience prolonged periods of reduced production or distribution capacity due to interruptions in the operations of our
facilities or those of our key suppliers. It is also possible that operations may be disrupted due to other unforeseen circumstances such as power
outages, explosions, fires, floods, accidents, effects of the pandemic and severe weather conditions. Availability of raw materials and delivery of
products to customers could be affected by logistical disruptions. To the extent that lost production or distribution capacity could not be
compensated for at unaffected facilities and depending on the length of the outage, our sales and production costs could be adversely affected.

We rely on the efforts of agents and distributors to generate sales of our products.

We utilize various third-party agents and distributors to market, sell and distribute our products and to directly interact with our

customers and end-users by providing customer service and support. No single agent or distributor accounts for a material percentage of our
annual net sales. We do not have long-term contracts with our third-party agents and distributors, who could cease offering our products. In
addition, many of our third-party agents and distributors with whom we transact business also offer the products of our competitors to our
ultimate customers and they could begin offering our products with less prominence. The loss of a substantial number of our third-party agents
or distributors or a dramatic deviation from the amount of sales they generate, including due to an increase in their sales of our competitors’
products, could reduce our sales and could materially and adversely affect our business, financial position, results of operations or cash flows.

We may be required to recognize goodwill, intangible assets or other long-lived asset impairment charges.

As of September 30, 2021, we had goodwill of $199.0 million, intangible assets of $241.2 million, and other long-lived assets of

$316.7 million. Goodwill and indefinite-lived intangible assets are not amortized and are subject to impairment testing at least annually. Future
events, such as declines in our cash flow projections or customer demand, may cause impairments of our goodwill or long-lived assets based on
factors such as the price of our common stock, projected cash flows, assumptions used or other variables.

In addition, if we divest long-lived assets at prices below their asset value, we must write them down to fair value resulting in long-

lived asset impairment charges, which could adversely affect our financial position or results of operations. See Note 12, “Goodwill and
Intangible Assets” to the accompanying consolidated financial statements included elsewhere in this Annual Report. We cannot accurately
predict the amount and timing of any impairment of assets, and we may be required to recognize goodwill or other asset impairment charges
which could materially and adversely affect our results of operations. See “Item 8. Financial Statements and Supplementary Data”.

We are subject to certain safety and labor risks associated with the manufacturing and testing of our products.

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As of September 30, 2021, we employed approximately 4,000 total full-time equivalent employees, a significant percentage of whom
work at our 42 manufacturing facilities. Our business involves complex manufacturing processes and there is a risk that an accident resulting in
property damage, personal injury or death could occur in one of our facilities. In addition, prior to the introduction of new products, our
employees test such products under rigorous conditions, which could potentially result in injury or death. The outcome of any personal injury,
wrongful death or other litigation is difficult to assess or quantify and the cost to defend litigation can be significant. As a result, the costs to
defend any action or the potential liability resulting from any such accident or death or arising out of any other litigation, and any negative
publicity associated therewith or negative effects on employee morale, could have a negative effect on our business, financial position, results of
operations or cash flows. In addition, any accident could result in manufacturing or product delays, which could negatively affect our business,
financial position, results of operations or cash flows. See Item 8, “Financial Statements and Supplementary Data”.

The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other

legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.

We are exposed to construction defect and product liability claims relating to our various products if our products do not meet customer

expectations. Such claims and liabilities may arise out of the quality of raw materials or component parts we purchase from third-party
suppliers, over which we do not have direct control, or due to our fabrication, assembly, or damage in shipment of our products. In addition, we
warrant certain of our products to be free of certain defects and could incur costs related to paying warranty claims in connection with defective
products. We cannot assure you that we will not experience material losses or that we will not incur significant costs to defend or pay for such
claims.

While we currently maintain insurance coverage to address a portion of these types of liabilities, we cannot make assurances that we

will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage
against potential claims. Further, while we intend to seek indemnification against potential liability for product liability claims from relevant
parties, we cannot guarantee that we will be able to recover under any such indemnification agreements. Any claims that result in liability
exceeding our insurance coverage and rights to indemnification by third parties could materially and adversely affect our business, financial
position, results of operations or cash flows. Product liability claims can be expensive to defend and can divert the attention of management and
other personnel for significant time periods, regardless of the ultimate outcome. For example, certain of our subsidiaries have been named as
defendants in product liability lawsuits claiming that our ABF II anti-microbial coated sprinkler pipe allegedly caused environmental stress
cracking in chlorinated PVC pipe. See Note 15, “Commitments and Contingencies” to the accompanying consolidated financial statements
included elsewhere in this Annual Report. An unsuccessful product liability defense could be highly costly and accordingly result in a decline in
revenues and profitability.

From time to time, we are also involved in government inquiries and investigations, as well as consumer, employment, tort proceedings
and other litigation. We cannot predict with certainty the outcomes of these legal proceedings and other contingencies. The outcome of some of
these legal proceedings and other contingencies could require us to take actions which would adversely affect our operations or could require us
to pay substantial amounts of money. Additionally, defending against these lawsuits and proceedings may involve significant expense and
diversion of management’s attention and resources from other matters.

We may not be able to adequately protect our intellectual property rights, and we may become involved in intellectual property

disputes.

Our use of contractual provisions, confidentiality procedures and agreements, and patent, trademark, copyright, unfair competition,

trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. We have registered intellectual
property (mainly trademarks and patents) in more than 75 countries. Because of the differences in foreign trademark, patent and other
intellectual property or proprietary rights laws, we may not receive the same protection in foreign countries as we would in the United States.

Any failure of various measures to protect our technology and intellectual property, the independent discovery by third parties of our
trade secrets and proprietary know-how and the independent development of substantially equivalent proprietary information or techniques by
third parties could impair our competitive advantage. In particular, the infringement, expiration or other loss of these methods and other
proprietary information could reduce the barriers to entry into our existing lines of business and may result in a loss of market share, which
could have a material adverse effect on our business, financial position, results of operations and cash flows.

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Litigation may be necessary to enforce our intellectual property rights or to defend against claims by third parties that our products

infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of our
resources. A successful intellectual property infringement suit against us could prevent us from manufacturing or selling certain products in a
particular area, which could materially and adversely affect our business, financial position, results of operations or cash flows.

We face risks associated with our international operations which could materially and adversely affect our business, financial

position, results of operations or cash flows.

Our business operates and serves customers in certain foreign countries, including Australia, Belgium, Canada, China, New Zealand,
Russia and the United Kingdom. There are certain risks inherent in doing business internationally, including economic volatility and sustained
economic downturns, difficulties in enforcing contractual and intellectual property rights, currency exchange rate fluctuations and currency
exchange controls, import or export restrictions, sanctions and changes in trade regulations, difficulties in developing, staffing, and
simultaneously managing a number of foreign operations as a result of distance, issues related to occupational safety and adherence to local
labor laws and regulations, potentially adverse tax developments, longer payment cycles, exposure to different legal standards, political or social
unrest, including terrorism, risks related to government regulation and uncertain protection and enforcement of our intellectual property rights,
the presence of corruption in certain countries and higher than anticipated costs of entry.

One or more of these factors could materially and adversely affect our business, financial position, results of operations or cash flows.

Changes in foreign laws and legal systems could materially impact our business.

Evolving foreign laws and legal systems, including those that will occur as a result of the United Kingdom’s withdrawal from the

European Union (“Brexit”), may adversely affect global economic and market conditions and could contribute to volatility in the foreign
exchange markets. 

The United Kingdom left the E.U. on January 31, 2020. On May 1, 2021, the E.U.-U.K. Trade and Cooperation Agreement (the

“TCA”) became effective. The TCA provides the United Kingdom and E.U. members with preferential access to each other’s markets, without
tariffs or quotas on imported products between the jurisdictions, provided that certain rules of origin requirements are complied with. However,
economic relations between the United Kingdom and the E.U. will now be on more restricted terms than existed prior to Brexit. It is difficult to
predict the severity of the impact of these changes on our United Kingdom and E.U. based operations. Goods moving between the United
Kingdom and any member of the E.U. will be subject to additional customs requirements and documentation checks, leading to possible higher
transportation and regulatory costs, as well as delays at ports of entry and departure. Such delays could adversely impact elements of our supply
chain and also our ability to meet customers’ delivery schedules. The United Kingdom has yet to determine which E.U. laws and regulations to
replace or replicate and compliance with any amended or additional laws and regulations could increase our costs. To the extent that higher
costs are incurred which cannot be passed on to our customers, this could decrease the profitability of our United Kingdom and E.U. operations.

Our inability to introduce new products effectively or implement our innovation strategies could adversely affect our ability to

compete.

We continually seek to develop products and solutions that allow us to stay at the forefront of developments in the Electrical and Safety

& Infrastructure markets. The success of new products depends on a variety of factors, including but not limited to, timely and successful
product development, the effective consummation of strategic acquisitions, market acceptance and demand, competitive response, protection of
associated intellectual property and avoidance of third-party infringement of the Company’s intellectual property, our ability to manage risks
associated with product life cycles, the effective management of inventory and purchase commitments, the availability and cost of raw materials
and the quality of our initial products during the initial period of introduction. Some of the foregoing factors are beyond our control and we
cannot fully predict the ultimate success of the introduction of new products, especially in the early stages of innovation. In introducing new
products and implementing our innovation strategies, any delays, unexpected costs, diversion of resources, loss of key employees or other
setbacks could materially and adversely affect our business, financial position, results of operations or cash flows.

Our business, financial position or results of operations could be materially and adversely affected by our inability to acquire or

import raw materials, component parts or finished goods from existing suppliers and significant increases in government regulation or
restrictions relating to such imports.

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Our business, financial position or results of operations could be materially and adversely affected by our inability to import raw
materials, component parts or finished goods under the regulatory regimes applicable to our business. Although we seek to have alternate
sources and recover increases in input costs through price increases in our products, regulatory changes or other governmental actions could
result in the need to change suppliers or incur cost increases that cannot, in the short term, or in some cases even the long term, be offset by our
prices. Such changes could reduce our gross profit, net income and cash flow. Any of these consequences could materially and adversely affect
our business, financial position, results of operations or cash flows.

We rely on materials, components and finished goods, such as Cpic fiber, steel and aluminum, that are sourced from or manufactured in
foreign  countries.  Import  tariffs  and  potential  import  tariffs  have  resulted  or  may  result  in  increased  prices  for  these  imported  goods  and
materials and, in some cases, may result or have resulted in price increases for domestically sourced goods and materials. Changes in U.S. trade
policy have resulted and could result in additional reactions from U.S. trading partners, including adopting responsive trade policies making it
more difficult or costly for us to export our products or import goods and materials from those countries. These measures could also result in
increased  costs  for  goods  imported  into  the  U.S.  or  may  cause  us  to  adjust  our  worldwide  supply  chain.  Either  of  these  could  require  us  to
increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products
sold.

Additionally, anti-terrorism measures and other disruptions to the raw material supply network could impact our operations and those
of our suppliers. In the aftermath of terrorist attacks in the United States, federal, state and local authorities have implemented and continue to
implement various security measures that affect the raw material supply network in the United States and abroad. If security measures disrupt or
impede the receipt of sufficient raw materials to us and our suppliers, we may fail to meet the needs of our customers or may incur increased
expenses to do so.

In connection with acquisitions, joint ventures or divestitures, we may become subject to liabilities and required to issue additional

debt or equity.     

In connection with any acquisitions or joint ventures and agreements relating to Tyco’s 2010 sale of a greater than 50% stake in the
Company, we may acquire or become subject to liabilities such as legal claims, including but not limited to third-party liability and other tort
claims; claims for breach of contract; employment-related claims; environmental liabilities, conditions or damage; permitting, regulatory or
other compliance with law issues; liability for hazardous materials; or tax liabilities. If any of these liabilities are not adequately covered by
insurance or an enforceable indemnity or similar agreement from a creditworthy counterparty, we may be responsible for significant out-of-
pocket expenditures. In connection with any divestitures, we may incur liabilities for breaches of representations and warranties or failure to
comply with operating covenants under any agreement for a divestiture. In addition, we may have to indemnify a counterparty in a divestiture
for certain liabilities of the subsidiary or operations subject to the divestiture transaction. These liabilities, if they materialize, could materially
and adversely affect our business, financial position, results of operations or cash flows.

In addition, if we were to undertake a substantial acquisition for cash, the acquisition would likely need to be financed in part through

additional financing from banks, through public offerings or private placements of debt or equity securities or through other arrangements. Such
acquisition financing might decrease our ratio of earnings to fixed charges and adversely affect other leverage criteria and our credit rating. We
cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required. Moreover,
acquisitions financed through the issuance of equity securities could cause our stockholders to experience dilution.

We may be unable to identify, acquire, close or integrate acquisition targets successfully.

Acquisitions are a component of our growth strategy; however, there can be no assurance that we will be able to continue to grow our
business through acquisitions as we have done historically or that any businesses acquired will perform in accordance with expectations or that
business judgments concerning the value, strengths and weaknesses of businesses acquired will prove to be correct. We will continue to analyze
and evaluate the acquisition of strategic businesses or product lines with the potential to strengthen our industry position or enhance our existing
product offering. We cannot assure you that we will identify or successfully complete transactions with suitable acquisition candidates in the
future, nor can we assure you that completed acquisitions will be successful. If an acquired business fails to operate as anticipated or presents
greater than expected liability profile or cannot be successfully integrated with our existing business, our business, financial position, results of
operations or cash flows could be materially and adversely affected.

Regulations related to “conflict minerals” may force us to incur additional expenses, create complexities in our supply chain and

damage our reputation with customers.

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As a public company, we are subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of

2010, or the “Dodd-Frank Act.” The SEC has adopted requirements under the Dodd-Frank Act for companies that use certain minerals and
metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. These requirements
require companies to conduct due diligence and disclose whether or not such minerals originate from the Democratic Republic of Congo and
adjoining countries. There are costs associated with complying with these disclosure requirements, including for efforts to determine the sources
of conflict minerals used in our products and other potential changes to products, processes or sources of supply as a consequence of such
verification activities.

In addition, compliance with these requirements could adversely affect the sourcing, supply and pricing of materials used in our
products. Specifically, such requirements could limit the pool of suppliers who can provide conflict-free minerals and as a result, we may not be
able to obtain these conflict-free minerals at competitive prices. We may also face reputational challenges if we are unable to verify the origins
for all “conflict minerals” used in our products through the procedures we have implemented. We may also encounter challenges to satisfy
customers that may require all of the components of products purchased to be certified as conflict free. If we are not able to meet customer
requirements, customers may choose to disqualify us as a supplier, or we may be forced to reduce our prices to compensate for this lack of
certification.

Our indebtedness may adversely affect our financial health.

Risks Related to Our Indebtedness

As of September 30, 2021, we had approximately $771.1 million of total long-term consolidated indebtedness outstanding (including

current portion) under AI and AII’s credit facilities (“Credit Facilities”), which consist of: (i) an asset-based credit facility (“ABL Credit
Facility”); (ii) the new senior secured term loan facility (the “New Senior Secured Term Loan Facility”); and (iii) the 4.25% Senior Notes due
2031 (the “Senior Notes”). As of September 30, 2021, AII had $315.5 million of available borrowing capacity under the ABL Credit Facility
and there were no outstanding borrowings (excluding $9.5 million of letters of credit issued under the facility). Our indebtedness could have
important consequences for you. Because of our indebtedness:

•

•

our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general
corporate purposes and our ability to satisfy our obligations with respect to our indebtedness may be impaired in the future;
a large portion of our cash flow from operations may be dedicated to the payment of principal and interest on our indebtedness, thereby
reducing the funds available to us for other purposes;

• we are exposed to the risk of increased interest rates because a significant portion of our borrowings are at variable rates of interest;
it may be more difficult for us to satisfy our obligations to other creditors, resulting in possible defaults on, and acceleration of, such
•
indebtedness;

• we may be more vulnerable to general adverse economic and industry conditions;
• we may be at a competitive disadvantage compared to our competitors with proportionately less indebtedness or with comparable

indebtedness on more favorable terms and, as a result, they may be better positioned to withstand economic downturns;
our ability to refinance indebtedness may be limited or the associated costs may increase;
our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited; and

•
•
• we may be prevented from carrying out capital spending and restructurings that are necessary or important to our growth strategy and

efforts to improve our operating margins.

Despite our indebtedness levels, we and our subsidiaries may incur substantially more indebtedness, which may increase the risks

created by our indebtedness.

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We and our subsidiaries may incur substantial additional indebtedness in the future. The terms of the credit agreements and indenture
governing the Credit Facilities do not fully prohibit us or our subsidiaries from incurring additional debt. If our subsidiaries are in compliance
with certain leverage or coverage ratios set forth in the agreements governing the Credit Facilities, they may be able to incur substantial
additional indebtedness, which may increase the risks created by our current indebtedness. Subject to certain conditions and without the consent
of the then existing lenders, the loans under the New Senior Secured Term Loan Facility may be expanded (or a new term loan facility,
revolving credit facility or letter of credit facility added) by up to $235.0 million, plus an additional amount not to exceed specified leverage or
coverage ratios. In addition, subject to certain conditions and without the consent of the then existing lenders, the loans under the ABL Credit
Facility may be expanded by up to $150 million, and the credit agreements governing the Credit Facilities allow for up to $50.0 million of
second lien facilities. As of September 30, 2021, we had an additional $315.5 million in availability under the ABL Credit Facility.

Increases in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability.

A portion of our outstanding indebtedness bears interest or will bear interest at variable rates. As a result, increases in interest rates

would increase the cost of servicing our indebtedness and could materially and adversely affect our business, financial position, results of
operations or cash flows. As of September 30, 2021, each one percentage point change in interest rates would have resulted in a change of
approximately $3.8 million in the annual interest expense on the New Senior Secured Term Loan Facility. As of September 30, 2021, assuming
availability was fully utilized, each one percentage point change in interest rates would have resulted in a change of approximately $3.3 million
in annual interest expense on the ABL Credit Facility. Additionally, if the ABL Credit Facility were fully utilized, the margin we pay on
borrowings would increase by 0.5% from the current level and we would incur additional interest expense of $1.6 million. The impact of
increases in interest rates could be more significant for us than it would be for some other companies because of our indebtedness, thereby
affecting our profitability.

In addition, a transition away from LIBOR as a benchmark for establishing the applicable interest rate may affect the cost of servicing

our debt under the New Senior Secured Term Loan Facility and the ABL Credit Facility. The potential consequences from discontinuation,
modification, or reform of LIBOR, implementation of alternative reference rates, and any interest rate transition process cannot be fully
predicted and may have an adverse impact on values of LIBOR-linked securities and other financial obligations or extensions of credit and may
involve among other things, increased volatility or illiquidity in markets for instruments that rely on LIBOR, reductions in effectiveness of
related transactions such as hedges, increased borrowing costs or uncertainty under applicable documentation. For example, if any alternative
base rate or means of calculating interest with respect to our outstanding variable rate indebtedness leads to an increase in the interest rates
charged, it could result in an increase in the cost of such indebtedness, impact our ability to refinance some or all of our existing indebtedness or
otherwise have a material adverse impact on our business, financial position, results of operations or cash flows.

A lowering or withdrawal of the ratings, outlook or watch assigned to our indebtedness by rating agencies may increase our future

borrowing costs and reduce our access to capital.

Our indebtedness currently has a non-investment grade rating, and any rating, outlook or watch assigned could be lowered or

withdrawn entirely by a rating agency if, in that rating agency’s judgment, current or future circumstances relating to the basis of the rating,
outlook or watch, such as adverse changes to our business, so warrant. Any future lowering of our ratings, outlook or watch likely would make
it more difficult or more expensive for us to obtain additional debt financing.

The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our

ability to operate our business.

The Credit Facilities contain covenants that, among other things, restrict the ability of AII and its subsidiaries to incur additional

indebtedness and create liens, pay dividends and make other distributions or to purchase, redeem or retire capital stock, purchase, redeem or
retire certain junior indebtedness, make loans and investments, enter into agreements that limit AII’s or its subsidiaries' ability to pledge assets
or to make distributions or loans to us or transfer assets to us, sell assets, enter into certain types of transactions with affiliates, consolidate,
merge or sell substantially all assets, make voluntary payments or modifications of junior indebtedness and enter into new lines of business.

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The restrictions in the Credit Facilities may prevent us from taking actions that we believe would be in the best interest of our business

and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly
restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and
operational flexibility. Additionally, we may be required to make accelerated payments due to the covenants and restrictions contained in the
Credit Facilities. We may be unable to refinance our indebtedness, at maturity or otherwise, on terms acceptable to us or at all.

The ability of AII to comply with the covenants and restrictions contained in the Credit Facilities may be affected by economic,

financial and industry conditions beyond our control including credit or capital market disruptions. The breach of any of these covenants or
restrictions could result in a default that would permit the applicable lenders to declare all amounts outstanding thereunder to be due and
payable, together with accrued and unpaid interest. If we are unable to repay indebtedness, lenders having secured obligations, such as the
lenders under the Credit Facilities, could proceed against the collateral securing the indebtedness. In any such case, we may be unable to borrow
under the Credit Facilities and may not be able to repay the amounts due under such facilities. This could materially and adversely affect our
business, financial position, results of operations or cash flows and could cause us to become bankrupt or insolvent.

Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to

refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.

Atkore Inc. (“AI”), AIH, and AII are each holding companies, and as such they have no independent operations or material assets other

than ownership of equity interests in their respective subsidiaries. AI, AIH and AII each depend on their respective subsidiaries to distribute
funds to them so that they may pay obligations and expenses, including satisfying obligations with respect to indebtedness. Our ability to make
scheduled payments on, or to refinance our obligations under, our indebtedness depends on the financial and operating performance of our
subsidiaries and their ability to make distributions and dividends to us, which, in turn, depends on their results of operations, cash flows, cash
requirements, financial position and general business conditions and any legal and regulatory restrictions on the payment of dividends to which
they may be subject, many of which may be beyond our control.

We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on

our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or
delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our indebtedness. In the future, our cash flow and
capital resources may not be sufficient for payments of interest on and principal of our indebtedness, and such alternative measures may not be
successful and may not permit us to meet our scheduled debt service obligations.

The outstanding borrowings under the ABL Credit Facility are scheduled to mature on May 26, 2026, the New Senior Secured Term

Loan Facility has a maturity date of May 26, 2028, and the Senior Notes mature on June 1, 2031. We may be unable to refinance any of our
indebtedness or obtain additional financing, particularly because of our indebtedness. Market disruptions, such as those experienced in relation
to the COVID-19 pandemic, as well as our indebtedness levels, may increase our cost of borrowing or adversely affect our ability to refinance
our obligations as they become due. If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term
borrowing costs dramatically increase, our ability to finance current operations and meet our short-term and long-term obligations could be
adversely affected.

If our subsidiary AII cannot make scheduled payments on its indebtedness, it will be in default and the lenders under the Credit

Facilities could terminate their commitments to loan money or foreclose against the assets securing their borrowings, and we could be forced
into bankruptcy or liquidation.

AI is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and

expenses, including to make future dividend payments, if any.

Risks Related to Our Common Stock

24

Our operations are conducted entirely through our subsidiaries, and our ability to generate cash to fund our operations and expenses, to

pay dividends or to meet debt service obligations is highly dependent on the earnings and the receipt of funds from our subsidiaries through
dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow of AII and its subsidiaries for any reason could
limit or impair their ability to pay such distributions. Additionally, to the extent our subsidiaries are restricted from making such distributions
under applicable law or regulation or under the terms of our financing arrangements, or are otherwise unable to provide funds to the extent of
our needs, there could be a material adverse effect on our business, financial position, results of operations or cash flows.

For example, the agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries to pay dividends, make

loans or otherwise transfer assets to us. Furthermore, our subsidiaries are permitted under the terms of the Credit Facilities to incur additional
indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to
us.

The timing and amount of the Company’s share repurchases are subject to a number of uncertainties.

On November 16, 2021, the board of directors approved a share repurchase program for the repurchase of up to an aggregate amount of
$400 million of the Company’s common stock over a two-year period. We expect that share repurchases under the program will be funded with
cash on hand. The amount and timing of share repurchases will be based on a variety of factors. Important factors that could cause the Company
to limit, suspend or delay its share repurchases include unfavorable trading market conditions, the price of the Company’s common stock, the
nature of other investment opportunities presented to us from time to time, the ability to obtain financing at attractive rates and the availability
of U.S. cash. The share repurchase program does not obligate us to acquire any particular amount of common stock, and it may be terminated at
any time at the Company’s discretion.

Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated by-laws could

discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

Our third amended and restated certificate of incorporation (“amended and restated certificate of incorporation”)

and our third amended and restated by-laws, (“amended and restated by-laws”) include a number of provisions that may discourage, delay or
prevent a change in our management or control over us that stockholders may consider favorable. For example, our amended and restated
certificate of incorporation and amended and restated by-laws collectively:

•
•
•

•
•
•

authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt;
limit the ability of stockholders to remove directors;
provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be
filled only by a majority vote of directors then in office;
prohibit stockholders from calling special meetings of stockholders;
prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of stockholders; and
establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an
annual meeting of our stockholders.

These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock

offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the
prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future.

Our amended and restated certificate of incorporation and amended and restated by-laws may also make it difficult for stockholders to
replace or remove our management. Furthermore, the existence of the foregoing provisions could limit the price that investors might be willing
to pay in the future for shares of our common stock. These provisions may facilitate management entrenchment that may delay, deter, render
more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

25

We do not currently intend to pay dividends on our common stock for the foreseeable future and, consequently, your ability to

achieve a return on your investment depends on appreciation in the price of our common stock.

We do not currently intend to declare and pay dividends on our common stock for the foreseeable future. We currently intend to use our

future earnings, if any, to fund our growth, to develop our business, for working capital needs, for general corporate purposes, to repurchase
shares and to repay debt. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the
success of an investment in shares of our common stock depends upon any future appreciation in their value. There is no guarantee that shares
of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. Payments of
dividends, if any, are at the sole discretion of our board of directors after taking into account various factors, including general and economic
conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements,
contractual, legal, tax and regulatory restrictions and implications of the payment of dividends by us to our stockholders or by our subsidiaries
(including AII) to us, and such other factors as our board of directors may deem relevant. In addition, our operations are conducted almost
entirely through our subsidiaries. As such, to the extent that we determine in the future to pay dividends on our common stock, none of our
subsidiaries will be obligated to make funds available to us for the payment of dividends. Further, the agreements governing the Credit Facilities
significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. In addition, Delaware law imposes
additional requirements that may restrict our ability to pay dividends to holders of our common stock.

Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors for

breaches of fiduciary duty under the DGCL.

Our amended and restated certificate of incorporation contains provisions relating to the liability of directors in response to claims

arising under the General Corporation Law of the State of Delaware (“DGCL”). These provisions eliminate a director’s personal liability to the
fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving:

•
•
•
•

any breach of the director’s duty of loyalty;
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;
Section 174 of the DGCL (unlawful dividends); or
any transaction from which the director derives an improper personal benefit.

The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary
damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the
DGCL. These provisions, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an
injunction or rescission, in the event of a breach of a director’s fiduciary duty. These provisions do not alter a director’s liability under federal
securities laws. The inclusion of this provision in our amended and restated certificate of incorporation may discourage or deter stockholders or
management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might
otherwise have benefited us and our stockholders.

26

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and

exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a
favorable judicial forum for disputes with us or our directors, officers or stockholders.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative

forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for (i) any
derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our
stockholders by any of our directors, officers, other employees, agents or stockholders, (iii) any action asserting a claim arising out of or under
the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any
action asserting a claim arising out of or pursuant to our amended and restated certificate of incorporation or our amended and restated by-laws)
or (iv) any action asserting a claim that is governed by the internal affairs doctrine. As a stockholder in our company, you are deemed to have
notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum. The choice of
forum provision in our amended and restated certificate of incorporation may limit our stockholders' ability to obtain a favorable judicial forum
for disputes with us or any of our directors, officers, other employees, agents or stockholders, which may discourage lawsuits with respect to
such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of
incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other
jurisdictions, which could materially and adversely affect our business, financial position, results of operations or cash flows.

The market price of our common stock may be volatile and could decline.

General Risk Factors

The market price of our common stock may fluctuate significantly. Among the factors that could affect our stock price are:
industry or general market conditions;
availability of labor and raw materials;
domestic and international economic factors unrelated to our performance;
changes in our customers’ preferences;
new regulatory pronouncements and changes in regulatory guidelines;
lawsuits, enforcement actions and other claims by third parties or governmental authorities;
actual or anticipated fluctuations in our quarterly operating results;
changes in securities analysts’ estimates of our financial performance or lack of research coverage and reports by industry analysts;
action by institutional stockholders or other large stockholders, including future sales of our common stock;
failure to meet any guidance given by us or any change in any guidance given by us, or changes by us in our guidance practices;
announcements by us of significant impairment charges;
speculation in the press or investment community;
investor perception of us and our industry;
changes in market valuations or earnings of similar companies;
announcements by us or our competitors of significant contracts, acquisitions, dispositions or strategic partnerships;

•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
• war, terrorist acts and epidemic disease;
•
•
• misconduct or other improper actions of our employees.

any future sales of our common stock or other securities;
additions or departures of key personnel; and

Stock markets have experienced extreme volatility in recent years, most recently due to the COVID-19 pandemic, that has been

unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our
common stock. In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been
instituted against the affected company. Any litigation of this type brought against us could result in substantial costs and a diversion of our
management’s attention and resources, which could materially and adversely affect our business, financial position, results of operations or cash
flows.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our

stock price and trading volume could decline.

27

    
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about

us or our business. If one or more of the analysts that covers our common stock downgrades our stock or publishes misleading or unfavorable
research about our business, our stock price would likely decline. If one or more of the analysts ceases coverage of our common stock or fails to
publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price or trading volume to
decline.

If we are unable to hire, engage and retain key personnel, our business, financial position, results of

operations or cash flows could be materially and adversely affected.

We are dependent, in part, on our continued ability to hire, engage and retain key employees at our operations around the world.

Additionally, we rely upon experienced managerial, marketing and support personnel to effectively manage our business and to successfully
promote our wide range of products. If we do not succeed in engaging and retaining key employees and other personnel, or if we do not succeed
in facilitating transitions of new key personnel, we may be unable to meet our objectives and, as a result, our business, financial position, results
of operations or cash flows could be materially and adversely affected.

Future tax legislation could materially impact our business.

Changes in international and domestic tax laws, including the reaction by states to federal legislation or the costs of responding to the

COVID-19 pandemic, and changes in tax law enforcement, could negatively impact our tax provision, cash flow, or tax related balance sheet
amounts. In particular, it is possible that U.S. federal income or other tax laws or the interpretation of tax laws will change, including as a result
of possible tax legislation that may be proposed by the Biden Administration. It is difficult to predict whether and when there will be tax law
changes having a material adverse effect on our business, financial position, results of operations and cash flows.

Changes in U.S. tax law could also have broader implications, including impacts to the economy, currency markets, inflation
environment, consumer behavior or competitive dynamics, which are difficult to predict, and may positively or negatively impact our business,
financial position, results of operations or cash flows.

Future offerings of debt or equity securities which would rank senior to our common stock may adversely affect the market price of

our common stock.

If, in the future, we decide to issue debt or equity securities that rank senior to our common stock, it is likely that such securities will be

governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or
exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock
and may result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such
securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors
beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will
bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us.

We may need to raise additional capital, and we cannot be sure that additional financing will be available.

To satisfy existing obligations and support the development of our business, we depend on our ability to generate cash flow from

operations and to borrow funds and issue securities in the capital markets. We may require additional financing for liquidity, capital
requirements or growth initiatives. We may not be able to obtain financing on terms and at interest rates that are favorable to us or at all. Any
inability by us to obtain financing in the future could materially and adversely affect our business, financial position, results of operations or
cash flows.

Item 1B. Unresolved Staff Comments

None.

28

Item 2. Properties

Our corporate headquarters are located in owned premises at 16100 South Lathrop Avenue, Harvey, Illinois. We and our operating

companies own and lease a variety of facilities, principally in the United States, for manufacturing, distribution and light assembly. Our
manufacturing, distribution and assembly centers are strategically located to optimize route efficiency, market coverage and overhead. The
following chart identifies the number of owned and leased facilities used by each of our reportable segments as of September 30, 2021. We
believe that these facilities, when considered with our corporate headquarters, offices and warehouses are suitable and adequate to support the
current needs of our business.

Reportable Segment
Electrical
Safety & Infrastructure

Owned
Facilities

Leased
Facilities

13 
7 

39 
12 

We believe that our facilities are well-maintained and are sufficient to meet our current and projected needs. We also have an ongoing

process to continually review and update our real estate portfolio to meet changing business needs. Our two principal facilities are located in
Harvey, Illinois and New Bedford, Massachusetts. Our owned manufacturing facility in Harvey, Illinois supports both our Electrical and Safety
& Infrastructure segments. Our owned facility in New Bedford, Massachusetts supports our Electrical segment.

Item 3. Legal Proceedings

See Note 15, “Commitments and Contingencies” to the accompanying consolidated financial statements included elsewhere in this

Annual Report.

Item 4. Mine Safety Disclosures

None.

29

    
    
PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Common Stock Market Prices

Shares of our common stock have traded on the NYSE under the symbol ATKR since June 10, 2016.

** Assumes $100 invested on October 3, 2016 in stock or index, including reinvestment of dividends.

The following group of 10 public companies represents the Company's peer group:

• Acuity Brands
• AZZ Inc.
• Belden Inc.
• Cornerstone Building Brands, Inc.
• Eaton Corp. Plc

Holders

•
Encore Wire Corporation
• Hubbell Incorporated Class B
Littelfuse, Inc.
•
•
nVent Electric plc
• Valmont Industries, Inc.

As of November 12, 2021, there was one stockholder of record of our common stock. This number excludes stockholders whose stock

is held in nominee or street name by brokers.

Dividend Policy

30

We have not and do not currently intend to declare or pay dividends on our common stock for the foreseeable future. We currently

intend to use our future earnings, if any, to fund our growth, to develop our business, for working capital needs, for general corporate purposes,
to repurchase shares and to repay debt. Our ability to pay dividends to holders of our common stock is significantly limited as a practical matter
by the Credit Facilities insofar as we may seek to pay dividends out of funds made available to us by AII or its subsidiaries, because AII's debt
instruments directly or indirectly restrict AII's ability to pay dividends or make loans to us. Any future determination to pay dividends on our
common stock will be subject to the discretion of our board of directors and depends upon various factors, including our results of operations,
financial condition, liquidity requirements, capital requirements, level of indebtedness, contractual restrictions with respect to payment of
dividends, restrictions imposed by Delaware law, general business conditions and other factors that our board of directors may deem relevant.

Issuer Purchases of Equity Securities

The following table shows our share repurchase programs, on a trade date basis, for each of our fiscal months for the quarter ended

September 30, 2021 (in thousands, except per share data):

Period

June 27, 2021 to July 23,
2021
July 24, 2021 to August 27,
2021
August 28, 2021 -
September 30, 2021

Total

Total Number of
Shares Purchased

Average Price
Paid Per Share

Total Number of Shares
Purchased as Part of Publicly
Announced Program(1)

Maximum Value of Shares that
May Yet Be Purchased Under
the Program(1)

—  $

270  $

—  $
270 

— 

92.85 

— 

—  $

270  $

—  $
270 

24,974 

— 

— 

(1) On January 28, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to $100.0 million of its outstanding common
stock. As of September 30, 2021, there were no authorized repurchases remaining. On November 16, 2021, the board of directors approved a share repurchase program, under
which the Company may repurchase up to $400 million of its outstanding common stock. These share repurchase programs were funded from the Company's available cash
balances. Under the share repurchase programs, the Company was not obligated to acquire any particular amount of common stock, and it may have been terminated at any time at
the Company's discretion.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information, as of September 30, 2021, about the amount of common shares to be issued upon the

exercise of outstanding options, performance share options (“PSUs”) and restricted stock units (“RSUs”) granted under the 2020 Omnibus
Incentive Plan and the 2016 Omnibus Incentive Plan (together, the “Omnibus Incentive Plan”).

(share amounts in thousands)

Equity compensation plans approved by shareholders
Equity compensation plans not approved by shareholders
Total

Equity Compensation Plan Information

Number of Securities to
be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights

(1)

Weighted Average
Exercise Price of
Outstanding
Options

Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in (1))

1,606  $
— 
1,606  $

19.95 
— 
19.95 

4,353 
— 
4,353 

(1) Includes 769 stock options, 453 PSUs and 384 RSUs granted to officers pursuant to the Omnibus Incentive Plan. Shares underlying RSUs and PSUs are deliverable without
payment of any consideration, and therefore these awards have not been taken into account in calculating the weighted-average exercise price of outstanding options. PSUs are
reflected at the target level of performance. For a description of the Omnibus Incentive Plan, see Note 5, “Stock Incentive Plan” to the accompanying consolidated financial
statements included elsewhere in this Annual Report.

Recent Sales of Unregistered Securities

There were no sales of unregistered equity securities in fiscal 2021.

31

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the accompanying consolidated financial statements and related notes

included in this Annual Report.

The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could

differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include
those factors discussed below and elsewhere in this report, particularly in “Special Note Regarding Forward-Looking Statements and
Information” and “Risk Factors” included elsewhere in this Annual Report. The percentages provided below reflect rounding adjustments.
Accordingly, figures expressed as percentages when aggregated may not be the arithmetic sum of the percentages that precede them.

Business Factors Influencing our Results of Operations

We are a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety
& Infrastructure for the construction and industrial markets. The Electrical segment manufactures high quality products used in the construction
of electrical power systems including conduit, cable and installation accessories. The Safety & Infrastructure segment designs and manufactures
solutions including metal framing, mechanical pipe, perimeter security and cable management for the protection and reliability of critical
infrastructure. We believe we hold #1 or #2 positions in the United States by net sales in the vast majority of our products. The quality of our
products, the strength of our brands and our scale and presence provide what we believe to be a unique set of competitive advantages that
position us for profitable growth.

The following factors may affect our results of operations in any given period:

Economic Conditions. Our business depends on demand from customers across various end markets, including wholesale distributors,

OEMs, retail distributors and general contractors. Our products are primarily used by trade contractors in the construction and renovation of
non-residential structures such as commercial office buildings, healthcare facilities and manufacturing plants. In fiscal 2021, 90% of our net
sales were to customers located in the United States. As a result, our business is heavily dependent on the health of the United States economy,
in general, and on United States non-residential construction activity, in particular. A stronger United States economy and robust non-residential
construction generally increase demand for our products. In fiscal 2021, our sales and cost of sales were impacted by sharp increases in the
prices of the raw materials used in our products. We generally sell our products on a spot basis and as such, were able to pass some of these
increases on to our customers. Additionally, we participated in the broader economic recovery from the COVID-19 pandemic as our customers
began to resume their operations at pre-pandemic levels of activity.

We believe that our business and demand for our products is influenced by two main economic indicators: United States gross domestic

product, or “GDP,” and non-residential construction starts, measured in square footage. The United States non-residential construction market
has experienced modest growth over the past few years, in line with United States GDP. Our historic results have been positively impacted by
growth in the non-residential construction market, as such growth leads to greater demand for our products. MR&R activity generally increases
and represents a greater share of non-residential construction activity during challenging periods in the economic or construction cycle. During
those periods, our MR&R demand as a percentage of total demand typically increases, providing a more consistent revenue stream for our
business.

Impacts of COVID-19. The outbreak of COVID-19 has continued to spread and is currently classified as a pandemic which is

contributing to significant volatility and uncertainty in markets and the global economy. This heightened volatility and uncertainty makes it
difficult for us to predict the extent of COVID-19’s impact on our operations going forward.

As of the date of this filing, customers and end markets face some uncertainty and delays in the timing of work. In particular, some
construction site closures or project delays have occurred, and job sites have had to adjust to increased physical distancing and health-related
precautions. Given the continued volatility within the economic impacts of the pandemic it is too difficult to make any judgment on how
significant COVID-19 effects could become.

Factors that contribute to our ability to adjust to the outbreak include currently being deemed an “essential business,” benefiting from
mostly localized supply chains, and continuing to take actions within our control to minimize the disruptive impacts of the outbreak. However,
there can be no assurance that we will not be materially and adversely impacted in the

32

    
    
    
    
    
    
future. The extent to which COVID-19 will impact our business will depend on future developments and public health advancements, which are
highly uncertain and cannot be predicted with confidence.

Currently, we have no COVID-19 related facility closures as we look to serve our current levels of demand. In response to COVID-19,

we have implemented a variety of countermeasures to promote the health and safety of our employees during this pandemic, including health
screening, physical distancing practices, enhanced cleaning, use of personal protective equipment, business travel restrictions, and remote work
capabilities.

Raw Materials. We use a variety of raw materials in the manufacture of our products, which primarily include steel, copper and PVC
resin. We believe that sources for these raw materials are well established, generally available and are in sufficient quantity that we may avoid
disruption in our business. The cost to procure these raw materials is subject to price fluctuations, often as a result of macroeconomic
conditions. Our cost of sales may be affected by changes in the market price of these materials, and to a lesser extent, other commodities, such
as zinc, aluminum, electricity, natural gas and diesel fuel. The prices at which we sell our products may adjust upward or downward based on
raw material price changes. We believe several factors drive the pricing of our products, including the quality of our products, the ability to meet
customer delivery expectations and co-loading capabilities, as well as the prices of our raw material inputs. Historically, we have not engaged in
hedging strategies for raw material purchases. Our results may be impacted by inventory sales at costs higher or lower than current prices we
pay for similar items.

Working Capital. Our working capital requirements are impacted by our operational activities. Our inventory levels may be impacted
from time to time, due to delivery lead times from our suppliers. Our cash collection cycle is generally one to two months longer than our cash
payment cycle. If our working capital requirements increase and we are unable to finance our working capital on terms and conditions
acceptable to us, we may not be able to obtain raw materials to respond to customer demand, which could result in a loss of sales.

Labor Cost and Availability. Labor costs are a direct input into the manufacture of our products. Labor costs are capitalized as a cost of

inventory.

Seasonality. In a typical year, our operating results are impacted by seasonality. Historically, sales of our products have been higher in

the third and fourth quarters of each fiscal year due to favorable weather for construction-related activities.

Recent Acquisitions. In addition to our organic growth, we have transformed the Company through acquisitions in recent years,

allowing us to expand our product offerings with existing and new customers. In accordance with accounting principles generally accepted in
the United States of America (“GAAP”), the results of our acquisitions are reflected in our financial statements from the date of each acquisition
forward.

Our acquisition strategy has focused primarily on growing market share by complementing our existing portfolio with synergistic

products and expanding into end-markets that we have not previously served. In total, we have invested $145.0 million in acquisitions since
2019.

We expect to continue to pursue synergistic acquisitions as part of our growth strategy to expand our product offerings. See Note 3,

“Acquisitions” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Foreign Currencies. In fiscal 2021, approximately 10% of our net sales came from customers located outside the United States, most

of which were foreign currency sales denominated in British pounds sterling, European euros, Canadian dollars, Australian dollars, Chinese
yuan, Russian rubles and New Zealand dollars. The functional currency of our operations outside the United States is generally the local
currency. Assets and liabilities of our non-U.S. subsidiaries are translated into United States dollars using period-end exchange rates. Foreign
revenue and expenses are translated at the monthly average exchange rates in effect during the period. Foreign currency translation adjustments
are included as a component of other comprehensive income (loss) within our statements of comprehensive income. See “Quantitative and
Qualitative Disclosures about Market Risk—Foreign Currency Risk.”

See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” to the accompanying consolidated financial

statements included elsewhere in this Annual Report.

33

    
    
    
    
        
    
    
Emerging Industry Trends. Pressure from regulators, and expectations from customers, to combat climate change may accelerate the

move to more renewable power generation, the electrification of buildings and transportation, and the use of more sustainable methods in
construction in our markets. The rapid market growth for the use of digital technologies may continue to drive the need for more digital
infrastructure such as data centers and the need for advanced warehousing and distribution centers to support e-commerce. Atkore offers
products including electrical conduit & fittings, electrical cable & cable management, metal framing and racking structures that are commonly
used in the construction of new and renovated buildings, infrastructure, renewable power systems, data centers, warehouses, and to connect
electric vehicle charging stations to the electrical grid. Increases in demand for these applications in our markets may drive an increased demand
for Atkore products.

Reportable Segments

We operate our business through two operating segments which are also our reportable segments: Electrical and Safety &
Infrastructure. Our operating segments are organized based on primary market channel and, in most instances, the end use of products. We
review the results of our operating segments separately for the purposes of making decisions about resource allocation and performance
assessment. We evaluate performance on the basis of net sales and Adjusted EBITDA

Effective in the first quarter of fiscal 2021, the Company renamed and redefined its reportable segments.

The Electrical Raceway segment was renamed as the Electrical segment. The Electrical segment manufactures high quality products
used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves contractors in
partnership with the electrical wholesale channel.

The Mechanical Products & Solutions segment was renamed as the Safety & Infrastructure segment. This segment designs and
manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of
critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.

Effective in the first quarter of fiscal 2021, the Company also implemented the Realignment of its segment financial reporting structure
such that its domestic cable management and prefabrication modular businesses are now reflected in its Safety & Infrastructure segment. These
businesses were previously reflected within the Electrical segment. See Note 1, “Basis of Presentation and Summary of Significant Accounting
Policies” for additional information. Prior year results have been revised for the impact of the Realignment for comparability.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the income (loss)

before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, loss on extinguishment of
debt, restructuring charges, stock-based compensation, certain legal matters, transaction costs, gain on purchase of business, gain on sale of a
business and other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery
related to damages of property, plant and equipment, release of indemnified uncertain tax positions, and realized or unrealized gain (loss) on
foreign currency impacts of intercompany loans and related forward currency derivatives. See Note 17, “Segment Information” to the
accompanying consolidated financial statements included elsewhere in this Annual Report.

Fiscal Periods

The Company has a fiscal year that ends on September 30. The Company’s fiscal quarters typically end on the last Friday in December,

March and June as it follows a 4-5-4 calendar.

Key Components of Results of Operations

Net sales

Net sales represents external sales of Electrical products to the non-residential construction and MR&R markets and Safety &
Infrastructure products and solutions to the commercial and industrial markets. Net sales includes gross product sales and freight billed to our
customers, net of allowances for rebates, sales incentives, trade promotions, product returns and discounts.

34

    
    
    
    
    
Cost of sales

Cost of sales includes all costs directly related to the production of goods for sale. These costs include direct material, direct labor,

production related overheads, excess and obsolescence costs, lower-of-cost-or-market provisions, freight and distribution costs and the
depreciation and amortization of assets directly used in the production of goods for sale.

Selling, general and administrative expenses

Selling, general and administrative expenses include payroll related expenses including salaries, wages, employee benefits, payroll

taxes, variable cash compensation for both administrative and selling personnel and consulting and professional services fees. Also included are
compensation expense for share-based awards, restructuring-related charges, third-party professional services and translation gains or losses for
foreign currency trade transactions.

Results of Operations

Fiscal 2021 Compared to Fiscal 2020

The results of operations for the fiscal years ended September 30, 2021 and September 30, 2020 were as follows:

($ in thousands)
Net sales

Cost of sales

Gross profit

Selling, general and administrative
Intangible asset amortization

Operating income

Interest expense, net
Loss on extinguishment of debt
Other income, net
Income before income taxes
Income tax expense
Net income

$

$

Net sales

Volume
Average selling prices
Foreign exchange
Acquisitions
Net sales

Fiscal year ended

September 30, 2021

September 30, 2020

Change ($)

Change (%)

2,928,014  $
1,802,401 
1,125,613 
293,019 
33,644 
798,950 
32,899 
4,202 
(18,152)
780,001 
192,144 
587,857  $

1,765,421  $
1,274,107 
491,314 
219,496 
32,262 
239,556 
40,062 
273 
(2,777)
201,998 
49,696 
152,302  $

1,162,593 
528,294 
634,299 
73,523 
1,382 
559,394 
(7,163)
3,929 
(15,375)
578,003 
142,448 
435,555 

65.9 %
41.5 %
129.1 %
33.5 %
4.3 %
233.5 %
(17.9)%
1,439.2 %
553.7 %
286.1 %
286.6 %
286.0 %

Change (%)

5.0 %
55.4 %
1.0 %
4.5 %
65.9 %

Net sales for fiscal 2021 increased $1,162.6 million to $2,928.0 million, an increase of 65.9%, compared to $1,765.4 million for fiscal

2020. The increase in net sales is primarily attributed to increased average selling prices of $977.9 million which were mostly driven by the
plastic pipe and conduit category within the Electrical segment and increased net sales of $79.1 million due to the acquisitions of Queen City
Plastics and FRE Composites Group. Pricing for PVC products, as well as other parts of the business, are expected to return to more normal
historical levels over time, but that time is uncertain. The increase in net sales was also driven by an increase in sales volume of $88.4 million
across the majority of product categories within both the Electrical and the Safety & Infrastructure segments.

35

    
Cost of sales

Volume
Average input costs
Foreign exchange
Acquisitions
Other

Cost of sales

Change (%)

5.0 %
30.4 %
1.2 %
2.6 %
2.3 %
41.5 %

Cost of sales increased $528.3 million, or 41.5%, to $1,802.4 million for fiscal 2021 compared to $1,274.1 million for fiscal 2020. The
increase was primarily due to higher input costs of steel, copper and PVC resin of $386.5 million, higher sales volume of $64.0 million and the
acquisitions of Queen City Plastics and FRE Composites Group of $32.5 million.

Selling, general and administrative

Selling, general and administrative expenses increased $73.5 million, or 33.5%, to $293.0 million for fiscal 2021 compared to $219.5
million for fiscal 2020. The increase was primarily due to higher variable compensation of $24.1 million, higher sales commission expense of
$22.4 million, increased general spending on business improvement initiatives of $10.8 million, the acquisitions of Queen City Plastics and the
FRE Composites Group of $5.4 million, and higher stock compensation expense of $3.5 million partially offset by productivity efficiencies of
$4.1 million. The majority of the remaining increase was primarily driven by the tight controls on expenditures put into place in the prior year at
the onset of the COVID-19 pandemic.

Intangible asset amortization

Intangible asset amortization expense increased $1.4 million, or 4.3%, to $33.6 million for fiscal 2021 compared to $32.3 million for

fiscal 2020. The increase in intangible asset amortization is primarily due to the 2021 acquisition of FRE Composites Group.

Interest expense, net

Interest expense, net, decreased $7.2 million, or 17.9% to $32.9 million for fiscal 2021, compared to $40.1 million for fiscal 2020. The

decrease is primarily due to a lower average principal balance in fiscal 2021 from which interest expense was derived. See Note 13, “Debt” to
the accompanying consolidated financial statements included elsewhere in this Annual Report.

Other income, net

Other income, net increased $15.4 million to income of $18.2 million for fiscal 2021, compared to income of $2.8 million for fiscal

2020. The increase was primarily due to a $15.5 million business interruption insurance recovery from a flood at one of the Company’s
manufacturing facilities. See Note 15, “Commitments and Contingencies” and Note 6, “Other Income, net” to the accompanying consolidated
financial statements included elsewhere in this Annual Report.

Income tax expense

Income tax expense increased $142.4 million to $192.1 million, compared to $49.7 million for fiscal 2020. The Company's income tax

rate remained consistent at 24.6% for fiscal 2021, compared to 24.6% for fiscal 2020. The increase in tax expense is due to higher income
before taxes. See Note 7, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

36

    
Segment results

    Electrical 

($ in thousands)
Net sales
Adjusted EBITDA
Adjusted EBITDA Margin

Net sales

Volume
Average selling prices
Foreign exchange
Acquisitions
Net sales

Fiscal year ended

$

September 30, 2021
2,233,299 
873,868 

$

39.1 %

September 30, 2020

Change ($)

Change (%)

1,270,547 
292,809 

$

23.0 %

962,752 
581,059 

75.8 %
198.4 %

Change (%)

3.8 %
64.4 %
1.5 %
6.1 %
75.8 %

Net sales increased by $962.8 million, or 75.8%, to $2,233.3 million for fiscal 2021 compared to $1,270.5 million for fiscal 2020. The

increase in net sales is primarily attributed to increased average selling prices of $817.4 million which were mostly driven by the plastic pipe
and conduit and the metal electrical conduit and fittings product categories, increased sales volume across most product categories and increased
net sales of $78.8 million from the acquisitions of Queen City Plastics and FRE Composites Group.

Adjusted EBITDA

Adjusted EBITDA increased $581.1 million, or 198.4%, to $873.9 million for fiscal 2021 compared to $292.8 million for fiscal 2020.

The increase in Adjusted EBITDA was largely due to the increase in sales volume and average selling prices discussed above.

Safety & Infrastructure

($ in thousands)
Net sales
Adjusted EBITDA
Adjusted EBITDA Margin

Net sales

Volume
Average selling prices

Net sales

Fiscal year ended

September 30, 2021
698,320 
81,827 

$
$

$
$

11.7 %

September 30, 2020

Change ($)

Change (%)

497,523 
67,821 

$
$

13.6 %

200,797 
14,006 

40.4 %
20.7 %

Change (%)

8.1 %
32.3 %
40.4 %

Net sales increased $200.8 million, or 40.4%, to $698.3 million for fiscal 2021 compared to $497.5 million for fiscal 2020. The

increase is primarily attributed to increased average selling prices of $160.4 million primarily driven by higher input costs of steel as well as
increases in sales volumes across most product categories.

Adjusted EBITDA

Adjusted EBITDA increased $14.0 million, or 20.7%, to $81.8 million for fiscal 2021 compared to $67.8 million for fiscal 2020. The

Adjusted EBITDA increase was primarily due to the increase in average selling prices and volume discussed above.

37

        
Fiscal 2020 Compared to Fiscal 2019

The results of operations for the fiscal years ended September 30, 2020 and September 30, 2019 were as follows:

($ in thousands)
Net sales

Cost of sales

Gross profit

Selling, general and administrative
Intangible asset amortization

Operating income

Interest expense, net
Loss on extinguishment of debt
Other income, net
Income before income taxes
Income tax expense
Net income

$

$

Net sales     

Volume
Average selling prices
Foreign exchange
Acquisitions
Net sales

Fiscal year ended

September 30, 2020

September 30, 2019

Change ($)

Change (%)

1,765,421  $
1,274,107 
491,314 
219,496 
32,262 
239,556 
40,062 
273 
(2,777)
201,998 
49,696 
152,302  $

1,916,538  $
1,419,338 
497,200 
240,660 
32,876 
223,664 
50,473 
— 
(11,478)
184,669 
45,618  $
139,051  $

(151,117)
(145,231)
(5,886)
(21,164)
(614)
15,892 
(10,411)
273 
8,701 
17,329 
4,078 
13,251 

(7.9)%
(10.2)%
(1.2)%
(8.8)%
(1.9)%
7.1 %
(20.6)%
100.0 %
(75.8)%
9.4 %
8.9 %
9.5 %

Change (%)

(7.3)%
(2.0)%
(0.1)%
1.5 %
(7.9)%

Net sales for fiscal 2020 decreased $151.1 million to $1,765.4 million, a decrease of 7.9%, compared to $1,916.5 million for fiscal

2019. The decrease is primarily attributed to lower volume of $140.3 million predominantly due to the impacts of COVID-19. The Company
experienced volume declines in most of its product categories with the exception of the plastic pipe and conduit product category within the
Electrical segment and the mechanical pipe product category within the Safety & Infrastructure segment. Additionally, net sales decreased $37.7
million due to lower average selling prices resulting from lower input costs of steel, which was partially offset by higher average selling prices
resulting from higher input costs of PVC resin and copper. The decrease in net sales was partially offset by $28.5 million of sales from the 2019
acquisitions.

Cost of sales

Volume
Average input costs
Foreign exchange
Acquisitions
Other

Cost of sales

Change (%)

(7.3)%
(3.9)%
(0.3)%
1.9 %
(0.6)%
(10.2)%

Cost of sales increased $145.2 million, or 10.2%, to $1,274.1 million for fiscal 2020 compared to $1,419.3 million for fiscal 2019. The
decrease was primarily due to lower volume of $103.8 million, the lower input costs of steel in excess of higher input costs of resin and copper
of $54.9 million, and $10.3 million, respectively, from favorable inventory adjustments related to changes in market prices. The decrease was
partially offset by incremental costs related to the 2019 acquisitions of $26.7 million.

38

    
Selling, general and administrative

Selling, general and administrative expenses decreased $21.2 million or 8.8%, to $219.5 million for fiscal 2020 compared to $240.7
million for fiscal 2019. The decrease was primarily due to cost savings as a result of COVID-19, in particular lower variable compensation of
$6.0 million, reduced travel costs of $5.1 million and lower insurance costs of $3.0 million. Additionally, due to sales volume declines
associated with COVID-19, commissions expense decreased $2.4 million. Lastly, the Company had a gain on the sale of property and
equipment of $3.8 million offsetting expenses during fiscal 2020.

Intangible asset amortization

Intangible asset amortization expense decreased $0.6 million, or 1.9%, to $32.3 million for fiscal 2020 compared to $32.9 million for
fiscal 2019. The decrease in intangible asset amortization is primarily due to certain assets that reached the end of their amortized lives by the
conclusion of fiscal 2019, partially offset by additional amortization resulting from the fiscal 2019 acquisitions.

Interest expense, net

Interest expense, net, decreased $10.4 million, or 20.6% to $40.1 million for fiscal 2020, compared to $50.5 million for fiscal 2019.

The decrease is primarily due to lower interest rates and the Company's principal payments in fiscal 2019 and 2020 resulting in a lower principal
balance in fiscal 2020 from which interest expense was derived. See Note 13, “Debt” to the accompanying consolidated financial statements
included elsewhere in this Annual Report.

Other income, net

Other income, net decreased $8.7 million to income of $2.8 million for fiscal 2020, compared to income of $11.5 million for fiscal

2019, primarily due to the $7.4 million of income generated from a bargain purchase gain on the acquisition of Cor-Tek in fiscal 2019. See Note
3, “Acquisitions” and Note 6, “Other Income, net” to the accompanying consolidated financial statements included elsewhere in this Annual
Report.

Income tax expense

Income tax expense increased $4.1 million, to $49.7 million, compared to $45.6 million for fiscal 2019. The Company's income tax

rate decreased to 24.6% for fiscal 2020, compared to 24.7% for fiscal 2019. The decrease in the effective tax rate was primarily due to a larger
benefit from the exercise of stock options. The increase in tax expense, despite the decrease in the rate, is due to higher income before taxes. See
Note 7, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

39

Segment results

Electrical 

($ in thousands)
Net sales
Adjusted EBITDA
Adjusted EBITDA Margin

Net sales

Volume
Average selling prices
Foreign exchange
Acquisitions
Other

Net sales

Fiscal year ended

September 30, 2020

September 30, 2019

Change ($)

Change (%)

$

1,270,547 
292,809 

$

23.0 %

1,390,327 
285,217 

$

(119,780)
7,592 

20.5 %

(8.6)%
2.7 %

Change (%)

(9.6)%
(0.6)%
(0.1)%
2.0 %
(0.4)%
(8.6)%

Net sales decreased $119.8 million, or 8.6%, to $1,270.5 million for fiscal 2020 compared to $1,390.3 million for fiscal 2019. Net sales
decreased by $132.9 million due to lower volume primarily attributed to the impacts of COVID-19. The Electrical segment experienced declines
predominately in the armored cable and fittings and the metal electrical conduit and fittings product categories, partially offset by volume gains
in the plastic pipe and conduit product category. Additionally, net sales decreased by $8.6 million as a result of lower average selling prices
resulting from lower input costs of steel, partially offset by higher input costs for resin and copper. The decrease in net sales was also partially
offset by the 2019 acquisitions, which contributed $28.5 million in sales for fiscal 2020.

Adjusted EBITDA

Adjusted EBITDA increased $7.6 million, or 2.7%, to $292.8 million for fiscal 2020 compared to $285.2 million for fiscal 2019. The

increase in Adjusted EBITDA was largely due to the benefit of lower material costs, operational efficiencies, and the contributions from the
2019 acquisitions, in excess of volume declines attributed to COVID-19.

Safety & Infrastructure

($ in thousands)
Net sales
Adjusted EBITDA
Adjusted EBITDA Margin

September 30, 2020

September 30, 2019

Change ($)

Change (%)

$
$

497,523 
67,821 

$
$

13.6 %

527,511 
77,407 

$
$

14.7 %

(29,988)
(9,586)

(5.7)%
(12.4)%

Fiscal year ended

Net sales    

Volume
Average selling prices
Other

Net sales

Change (%)

(1.4)%
(5.5)%
1.2 %
(5.7)%

Net sales decreased $30.0 million, or 5.7%, to $497.5 million for fiscal 2020 compared to $527.5 million for fiscal 2019. The decrease
was primarily due to lower average selling prices driven by lower input prices for steel of $29.1 million. Additionally, net sales decreased from
lower sales volume of $7.5 million as a result of the impacts of COVID-19 for most product categories with the exception of the mechanical
pipe product category.

40

        
Adjusted EBITDA

Adjusted EBITDA decreased $9.6 million, or 12.4%, to $67.8 million for fiscal 2020 compared to $77.4 million for fiscal 2019. The
Adjusted EBITDA decrease is primarily due to the lower volume and the mix of products sold in the prior year period, partially offset by cost
reductions in response to the impacts of COVID-19 on volume.

Liquidity and Capital Resources

We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for

stockholders. Our cash and cash equivalents were $576.3 million as of September 30, 2021, of which $75.5 million was held at non-U.S.
subsidiaries. Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company's intention to
permanently reinvest such income were to change and cash was repatriated to the United States. Our cash and cash equivalents increased $291.8
million from September 30, 2020, primarily due to cash provided from operating activities, partially offset by debt repayments, capital
expenditures and share repurchases.

In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments,
taxes and share repurchases. We have access to the ABL Credit Facility to fund our operational needs. As of September 30, 2021, there were no
outstanding borrowings under the ABL Credit Facility (excluding $9.5 million of standby letters of credit issued under the ABL Credit Facility).
The borrowing base was estimated to be $325.0 million and approximately $315.5 million was available under the ABL Credit Facility as of
September 30, 2021.

Our use of cash may fluctuate during the year and from year to year due to differences in demand and changes in economic conditions

primarily related to the prices of commodities we purchase.

Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of

our manufacturing operations and IT initiatives aimed to facilitate the ease of doing business with Atkore.

We have purchase commitments of $247.2 million and $5.3 million for the years 2022 and 2023, which represent purchases of raw

materials in the normal course of business for which all significant terms have been confirmed.

As of September 30, 2021, we had $73.0 million of income tax liability, gross unrecognized tax benefits of $0.7 million and gross

interest and penalties of $0.1 million. Of these amounts, $0.7 million is classified as a non-current liability in the consolidated balance sheet.

The projected company pension contribution for fiscal 2022 is $0.2 million.

Servicing of our existing debt instruments includes the following estimated cash outflows:

($ in thousands)
Senior Notes due June 2031
New Senior Secured Term Loan Facility Due May
2028
Interest payments (a)

Total

Less than 1
Year

1-3 Years

3-5 Years

More than 5
Years

$

$

—  $

— 

—  $

— 

—  $

—  $

27,868 
27,868  $

55,889 
55,889  $

55,601 
55,601  $

400,000  $

371,095  $

98,592 
869,687  $

Tota
40

37

23
1,00

(a) Interest expense is estimated based on outstanding loan balances assuming principal payments are made according to the payment schedule and interest rates as of Septe
30, 2021 (4.25% for the Senior Notes, 2.5% for the New Senior Secured Term Loan Facility).

Our ongoing liquidity needs are expected to be funded by cash on hand, net cash provided by operating activities and, as required,

borrowings under the Credit Facilities. We expect that cash provided from operations and available capacity under the ABL Credit Facility will
provide sufficient funds to operate our business, make expected capital expenditures and meet our liquidity requirements for at least the next
twelve months, including payment of interest and principal on our debt.

We do not have any off-balance sheet financing arrangements that we believe are reasonably likely to have a material current or future

effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

41

    
Limitations on Distributions and Dividends by Subsidiaries

AI, AII, and AIH are each holding companies, and as such have no independent operations or material assets other than ownership of

equity interests in their respective subsidiaries. Each company depends on its respective subsidiaries to distribute funds to them so that they may
pay obligations and expenses, including satisfying obligations with respect to indebtedness. The ability of our subsidiaries to make distributions
and dividends to us depends on their operating results, cash requirements and financial and general business conditions, as well as restrictions
under the laws of our subsidiaries' jurisdictions.

The agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries, including AII, to pay dividends,

make loans or otherwise transfer assets from AII and, in turn, to us. Further, AII's subsidiaries are permitted under the terms of the Credit
Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of
loans by such subsidiaries to AII and, in turn, to us. The Senior Secured Term Loan Facility requires AII to meet a certain consolidated coverage
ratio on an incurrence basis in connection with additional indebtedness. The ABL Credit Facility contains limits on additional indebtedness
based on various conditions for incurring the additional debt. AII has been in compliance with the covenants under the agreements for all
periods presented. See Note 13, “Debt” to the accompanying consolidated financial statements included elsewhere in this Annual Report.

Cash Flows    

The table below summarizes cash flow information derived from our statements of cash flows for the fiscal years ended September 30,

2021 and September 30, 2020.

(in thousands)
Cash flows provided by (used in):

Operating activities
Investing activities
Financing activities

Operating activities

September 30, 2021

September 30, 2020

Change ($)

Change (%)

Fiscal year ended

$

572,902  $
(97,961)
(184,456)

248,762  $
(27,513)
(61,179)

324,140 
(70,448)
(123,277)

130.3 %
256.1 %
201.5 %

During fiscal 2021, operating activities provided $572.9 million of cash, compared to $248.8 million during fiscal year 2020. The

$324.1 million increase was primarily driven by improved operating income of $559.4 million year over year was partially offset by an increase
of $137.7 million in net working capital balances.

Investing activities

During fiscal 2021, we used $98.0 million of cash for investing activities compared to $27.5 million during fiscal 2020. The $70.4

million increase in cash used by investing activities was primarily driven by $43.2 million in cash used for acquisitions in fiscal 2021 as well as
increased capital expenditures of $30.7 million primarily driven by additional investments in productivity and digital initiatives.

Financing Activities

During fiscal 2021, we used $184.5 million for financing activities compared to $61.2 million during fiscal 2020. Cash used for

financing activities during fiscal 2021 was primarily driven by payments of debt of $839.1 million and repurchases of shares of $135.1 million
offset by proceeds from the issuance of debt of $798.0 million. For additional discussion of the debt transactions, see Note 13, “Debt” to the
accompanying consolidated financial statements included elsewhere in this Annual Report.

The table below summarizes cash flow information derived from our statements of cash flows for the fiscal years ended September 30,

2020 and September 30, 2019.

42

        
(in thousands)
Cash flows provided by (used in):

Operating activities
Investing activities
Financing activities

Operating activities

September 30, 2020

September 30, 2019

Change ($)

Change (%)

Fiscal year ended

$

248,762  $
(27,513)
(61,179)

209,694  $
(133,101)
(78,180)

39,068 
105,588 
17,001 

18.6 %
(79.3)%
(21.7)%

During fiscal 2020, operating activities provided $248.8 million of cash, compared to $209.7 million during fiscal year 2019. The

$39.1 million increase was primarily due to lower spending on working capital of $19.2 million driven by improved collections and reduced
purchases of inventory at lower prices as well as improved operating income of $15.9 million.

Investing activities

During fiscal 2020, we used $27.5 million of cash for investing activities compared to $133.1 million during fiscal 2019. The $105.6
million decrease in cash used by investing activities is due primarily to $98.0 million in cash used for acquisitions in fiscal 2019 as well as the
cash received from the sale of a property, plant and equipment in fiscal 2020 of $3.9 million.

Financing Activities

During fiscal 2020, we used $61.2 million for financing activities compared to $78.2 million during fiscal 2019. Financing activities

decreased $17.0 million due to a reduction in debt repayments of $21.0 million compared to fiscal 2019.

Critical Accounting Policies and Estimates

The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of

operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results
may differ from those estimates under different assumptions or conditions. The following are our most critical accounting policies, which are
those that require management's most difficult, subjective and complex judgments, requiring the need to make estimates about the effect of
matters that are inherently uncertain and may change in subsequent periods.

The following discussion is not intended to represent a comprehensive list of our accounting policies. For a detailed discussion of the
application of these and other accounting policies, see Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” to the
accompanying consolidated financial statements included elsewhere in this Annual Report.

Revenue Recognition

The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is
satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally
occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control transfers upon delivery. The
Company primarily offers assurance-type standard warranties that do not represent separate performance obligations.

The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should

not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to
be returned. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate
these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume
rebates, and returned goods. Historically, adjustments related to these estimates have not been material.

Income Taxes

43

        
    
    
    
In determining income for financial statement purposes, we must make certain estimates and judgments. These estimates and
judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain deferred tax assets, which arise
from temporary differences between the tax and financial statement recognition of revenue and expense. Certain deferred tax assets are
reviewed for recoverability and valued accordingly, considering available positive and negative evidence, including our past results, estimated
future taxable income streams and the impact of tax planning strategies in the applicable tax paying jurisdiction. A valuation allowance is
established to reduce deferred tax assets to the amount that is considered more likely than not to be realized. Valuations related to tax accruals
and assets can be impacted by changes in accounting regulations, changes in tax codes and rulings, changes in statutory tax rates, and changes in
our forecasted future taxable income. Any reduction in future taxable income, including but not limited to any future restructuring activities,
may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result
in additional income tax expense in such period and could have a significant impact on our future earnings.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a

multitude of jurisdictions across our global operations. Certain tax positions may be considered uncertain requiring an assessment of whether an
allowance should be recorded. Our provision for uncertain tax positions provides a recognition threshold based on an estimate of whether it is
more likely than not that a position will be sustained upon examination. We measure our uncertain tax position as the largest amount of benefit
that has greater than a 50% likelihood of being realized upon ultimate settlement. We record interest and penalties related to unrecognized tax
benefits as a component of provision for income taxes.

We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions

based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss
carryforwards. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these
uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our
estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these
amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the
period when we determine the liabilities are no longer necessary. See Note 7, “Income Taxes” to the accompanying consolidated financial
statements included elsewhere in this Annual Report.

Indefinite-Lived Intangible Assets and Goodwill Impairments

Goodwill and other intangible assets primarily result from business acquisitions. The Company assesses the recoverability of goodwill

and indefinite-lived trade names on an annual basis in accordance with Accounting Standards Codification (“ASC”) 350 “Intangibles -
Goodwill and Other.” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate
that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value.
The Company can elect to perform a quantitative or qualitative test of impairment.

44

    
For fiscal 2021, 2020 and 2019 the Company performed a quantitative impairment assessment for goodwill. The Company calculated

the fair value of its six reporting units considering three valuation approaches: (a) the income approach; (b) the guideline public company
method; and (c) the comparable transaction method.  The income approach calculates the fair value of the reporting unit using a discounted cash
flow approach. Internally forecasted future cash flows, which the Company believes reasonably approximate market participant assumptions,
are discounted using a weighted average cost of capital (Discount Rate) developed for each reporting unit. The Discount Rate is developed using
market observable inputs, as well as considering whether or not there is a measure of risk related to the specific reporting unit’s forecasted
performance.  The key uncertainties in these calculations are the assumptions used in determining the reporting unit’s forecasted future
performance, including revenue growth and EBITDA margins, as well as the perceived risk associated with those forecasts. Fair value under the
guideline public company method is determined for each reporting unit by applying market multiples for comparable public companies to the
reporting unit’s financial results. Fair value under the comparable transaction method is determined based on exchange prices in actual
transactions and on asking prices for controlling interests in public or private companies currently offered for sale by applying market multiples
for comparable public companies to the unit’s financial results. The key uncertainties in the guideline public company method and the
comparable transaction method calculations are the assumptions used in determining the reporting unit's comparable public companies,
comparable transactions and the selection of the market multiples.   

The Company did not record any goodwill impairments in fiscal 2021, 2020 or 2019. As of September 30, 2021, the fair values of the
reporting units exceeded their respective carrying amount by 10% or more. A 10% decrease in the discounted cash flows utilized in quantitative
impairment assessment for each of the reporting units would not have changed our determination that the fair value of each reporting unit was in
excess of its carrying value.

As noted above, ASC 350 also requires that the Company test the indefinite-lived intangible assets for impairment at least annually.
Under ASC 350, if the carrying value of the indefinite-lived asset is higher than its fair value, then the asset is deemed to be impaired and the
impairment charge is estimated as the excess carrying value over the fair value. The Company calculated the fair value of its indefinite-lived
intangible assets using the income approach, specifically the relief-from-royalty method. The relief-from-royalty method is used to estimate the
cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned
through the use of the asset. Internally forecasted revenues, which the Company believes reasonably approximate market participant
assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax cost savings. The royalty rate used in the analysis is based on
an analysis of empirical, market-derived royalty rates for guideline intangible assets. The net after tax cost savings are discounted using the
Discount Rate. The Discount Rate is developed using market observable inputs, as well as considering whether or not there is a measure of risk
related to the specific indefinite lived intangible assets' forecasted performance.  The key uncertainties in these calculations are the assumptions
used in determining the revenue associated with each indefinite-lived intangible asset and the royalty rate.

During fiscal year 2021, 2020, and 2019 the results indicated all indefinite-lived intangible assets had significant excess of fair value
over the carrying value. A reasonably possible change in the estimated revenues associated with the indefinite-lived intangible assets, selected
royalty rates or the residual growth rate would not result in an impairment of any of these assets.

Inventories

We account for inventory valuation for a majority of the Company using the last-in, first-out (“LIFO”) method measured at the lower
of cost or market value. We utilize the LIFO method of valuing inventories because it reflects how we monitor and manage our business and it
matches current costs and revenues. Valuation of inventory using the LIFO method is made at the end of our fiscal year based on inventory
levels and costs at that time. Accordingly, interim LIFO calculations are based on estimates of expected year-end inventory levels and costs.
Other inventories, consisting mostly of foreign inventories, are measured using first-in, first-out (“FIFO”) costing methods. Inventory cost,
regardless of valuation method, includes direct material, direct labor and manufacturing overhead costs. In circumstances where inventory levels
are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not marketable due to its condition or where
the inventory cost for an item exceeds its market value, we record a charge to cost of goods sold and reduce the inventory to its market value.

45

    
    
    
    
    
Recent Accounting Pronouncements

See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” to the accompanying consolidated financial

statements included elsewhere in this Annual Report.

Special Note Regarding Forward-Looking Statements and Information

This Annual Report on Form 10-K contains forward-looking statements and cautionary statements within the meaning of the Private

Securities Litigation Reform Act of 1995 that are based on management's beliefs and assumptions and information currently available to
management. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,”
“may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or
other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. They appear in a
number of places throughout this Annual Report and include, without limitation, statements regarding our intentions, beliefs, assumptions or
current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or
expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings,
investigations or inspections, including, without limitation, collective, representative or class action litigation; and the impact of prevailing
economic conditions.

Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We

caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes,
including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we
operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report. In addition,
even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with
the forward-looking statements contained in this Annual Report, those results or developments may not be indicative of results or developments
in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed or referenced under the
captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Reports
on Form 10-K and Quarterly Reports on Form 10-Q, could cause actual results and outcomes to differ materially from those reflected in the
forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking
statements include, without limitation:

•

declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in
which we operate;

• weakness or another downturn in the United States non-residential construction industry;
• widespread outbreak of diseases, such as the novel coronavirus (COVID-19) pandemic;
•
•
•
•
•
•
•
•

changes in prices of raw materials;
pricing pressure, reduced profitability, or loss of market share due to intense competition;
availability and cost of third-party freight carriers and energy;
high levels of imports of products similar to those manufactured by us;
changes in federal, state, local and international governmental regulations and trade policies;
adverse weather conditions;
increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws;
reduced spending by, deterioration in the financial condition of, or other adverse developments, including inability or unwillingness to
pay our invoices on time, with respect to one or more of our top customers;
increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our
main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured
products;

•

• work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining

agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier
financial distress, or for other reasons;
changes in our financial obligations relating to pension plans that we maintain in the United States;
reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers;
loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate;
security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data
privacy and other legal obligations or the failure to protect sensitive information;

•
•
•
•

46

    
    
    
•

•
•

•
•
•
•
•
•

•

•

•
•
•
•
•
•

•

possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow
projections or customer demand and changes in our business and valuation assumptions;
safety and labor risks associated with the manufacture and in the testing of our products;
product liability, construction defect and warranty claims and litigation relating to our various products, as well as government
inquiries and investigations, and consumer, employment, tort and other legal proceedings;
our ability to protect our intellectual property and other material proprietary rights;
risks inherent in doing business internationally;
changes in foreign laws and legal systems, including as a result of Brexit;
our inability to introduce new products effectively or implement our innovation strategies;
our inability to continue importing raw materials, component parts and/or finished goods;
the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures
and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities;
failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired
companies, businesses or assets;
the incurrence of additional expenses, increase in complexity of our supply chain and potential damage to our reputation with
customers resulting from regulations related to “conflict minerals”;
disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;
restrictions contained in our debt agreements;
failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt;
challenges attracting and retaining key personnel or high-quality employees;
future changes to tax legislation;
failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations
and support the development of our business; and
other risks and factors described in this report and from time to time in documents that we file with the SEC.

You should read this Annual Report completely and with the understanding that actual future results may be materially different from
expectations. All forward-looking statements attributable to us or persons acting on our behalf that are made in this Annual Report are qualified
in their entirety by these cautionary statements. These forward-looking statements are made only as of the date of this Annual Report, and we do
not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect
changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future

performance, unless expressed as such, and should only be viewed as historical data.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

In the normal course of conducting business, we are exposed to certain risks associated with potential changes in market conditions.

These risks include fluctuations in interest rates, credit risks, commodity prices, including price fluctuations related to our primary raw materials
and foreign currency translation rates.

Interest Rate Risk

The Credit Facilities, excluding our Senior Notes, bear interest at a floating rate. The ABL Credit Facility bears interest at a floating

rate of LIBOR plus an applicable margin.  The Senior Secured Term Loan Facility bears interest at the greater of LIBOR or 1.00% plus an
applicable margin. As a result, we are exposed to fluctuations in interest rates to the extent of our net borrowings under the New Senior Secured
Term Loan, which were $373.0 million at September 30, 2021. As of September 30, 2021, LIBOR exceeded 1.00%; therefore, each one
percentage point change in interest rates would result in an approximately $3.8 million change in the annual interest expense on our Senior
Secured Term Loan Facility. As of September 30, 2021, assuming availability was fully utilized, each one percentage point change in interest
rates would result in an approximately $3.3 million change in annual interest expense on the ABL Credit Facility. Additionally, if the ABL
Credit Facility were fully utilized, the margin we pay on borrowings would increase by 0.5% from the current level and we would incur
additional interest expense of $1.6 million.

Credit Risk

47

    
    
    
 
    
We are exposed to credit risk on accounts receivable balances. This risk is mitigated due to our large, diverse customer base. In fiscal

2021, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 37% of our net sales.
However, no single customer comprised more than 10% of our consolidated net sales in fiscal 2021, 2020 or 2019. As of September 30, 2021,
CED National represented 11% of the Company’s accounts receivable, with no significant amounts past due. As of September 30, 2020, one
customer, Sonepar Management US, Inc., represented 11% of the Company’s accounts receivable balance due to increased sales in the last 60
days of the year. See Note 17, “Segment Information” to the accompanying consolidated financial statements included elsewhere in this Annual
Report.

We maintain provisions for potential credit losses and such losses to date have normally been within our expectations. We evaluate the
solvency of our customers on an ongoing basis to determine if additional allowances for doubtful accounts receivable need to be recorded. We
have historically not been exposed to a material amount of uncollectible receivable balances.

Commodity Price Risk

We are exposed to price fluctuations for our primary raw material commodities such as steel, copper and PVC resin. Our operating
performance may be affected by both upward and downward price fluctuations. We are also exposed to fluctuations in petroleum costs as we
deliver a substantial portion of the products we sell by truck. We seek to minimize the effects of inflation and changing prices through
economies of purchasing and inventory management resulting in cost reductions and productivity improvements as well as price increases to
maintain reasonable gross margins. Such commodity price fluctuations continue to cause volatility in our financial performance and could do so
in the future. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further details.

Foreign Currency Risk

Because we conduct our business on an international basis in multiple currencies, we may be adversely affected by foreign exchange

rate fluctuations. Although we report financial results in United States dollars, approximately 10% of our net sales and expenses are
denominated in currencies other than the United States dollar, particularly British pounds sterling, European euros, Canadian dollars, Australian
dollars, Chinese yuan, Russian rubles and New Zealand dollars. Fluctuations in exchange rates could therefore significantly affect our reported
results from period to period as we translate results in local currencies into United States dollars. With the exception of certain foreign
denominated intercompany loans, we generally do not use derivative instruments to hedge translation risks in the ordinary course of business,
including the risk related to earnings of foreign subsidiaries. Due to limited cross border transactions, we do not experience material foreign
exchange transactional gains or losses.

48

    
    
    
    
Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Atkore Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Atkore Inc. (formerly Atkore International Group Inc.) and subsidiaries (the
“Company”) as of September 30, 2021 and 2020, the related consolidated statements of operations, comprehensive income, cash flows, and
shareholders’ equity, for each of the three years in the period ended September 30, 2021, and the related notes and the schedules listed in the
Index at Part IV, Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of its operations and its cash flows
for each of the three years in the period ended September 30, 2021, in conformity with accounting principles generally accepted in the United
States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company’s internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 18,
2021, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for leases in 2020 due to the adoption of
Financial Accounting Standards Board Accounting Standards Codification 842, Leases, using the modified retrospective method.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the 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 audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for
our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the 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.

Goodwill - Refer to Notes 1 and 12 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value. The
Company’s goodwill balance was $199.0 million as of September 30, 2021. The Company considers three

49

valuation approaches: (a) the income approach; (b) the guideline public company method; and (c) the comparable transaction method to
estimate the fair value of its reporting units. With respect to the income approach, management makes significant estimates and assumptions
related to forecasts of future cash flows, including revenue growth, earnings before interest, income taxes, depreciation, and amortization
(EBITDA) margins, and discount rates. The fair value of all reporting units exceeded their respective carrying values and, therefore, no
impairment was recognized for the year ended September 30, 2021.

We identified goodwill for the Company’s Europe, Middle East, and Africa reporting unit as a critical audit matter because the excess fair value
over carrying value is low in relation to the Company’s other reporting units and changes to management’s estimates and assumptions could
result in an impairment being recognized. This required a high degree of auditor judgment and an increased extent of effort, including the need
to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and
assumptions related to forecasts of revenue growth, EBITDA margins, and the selection of the discount rate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the forecasts of revenue growth and EBITDA margins (“forecasts”), and the selection of the discount rate for
this reporting unit included the following, among others:

• We tested the design and operating effectiveness of controls over the annual goodwill impairment assessment, including those over the

forecasts and the selection of the discount rate.

• We performed inquiries of the Company’s executives and those outside of the accounting and finance functions to evaluate the forecasts.

• We evaluated management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

• We evaluated the reasonableness of management’s forecasts by comparing the forecasts to:

– Historical results

–

–

Internal communications to management and the Board of Directors.

Industry reports.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate by:

–

Testing the source information and the mathematical accuracy of the calculations underlying the determination of the discount rate and
developing a range of independent estimates and comparing those to the discount rate selected by management.

/s/ Deloitte & Touche LLP

Chicago, Illinois  
November 18, 2021

We have served as the Company’s auditor since 2011.

50

ATKORE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)
Net sales

Cost of sales

Gross profit

Selling, general and administrative
Intangible asset amortization

Operating income

Interest expense, net
Loss on extinguishment of debt
Other income, net
Income before income taxes
Income tax expense
Net income

Net income per share

Basic
Diluted

Note

September 30, 2021

Fiscal Year Ended
September 30, 2020

September 30, 2019

$

$

$
$

12

13
6

7

8
8

2,928,014  $
1,802,401 
1,125,613 
293,019 
33,644 
798,950 
32,899 
4,202 
(18,152)
780,001 
192,144 
587,857  $

1,765,421  $
1,274,107 
491,314 
219,496 
32,262 
239,556 
40,062 
273 
(2,777)
201,998 
49,696 
152,302  $

1,916,538 
1,419,338 
497,200 
240,660 
32,876 
223,664 
50,473 
— 
(11,478)
184,669 
45,618 
139,051 

12.38  $
12.19  $

3.15  $
3.10  $

2.91 
2.83 

See Notes to Consolidated Financial Statements

51

 
ATKORE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)
Net income
Other comprehensive income, net of tax:

Change in foreign currency translation adjustment
Change in unrecognized (loss) income related to pension benefit
plans

Total other comprehensive (loss) income

9

Comprehensive income

Note

September 30,
2021

Fiscal Year Ended
September 30,
2020

September 30,
2019

$

$

587,857  $

152,302  $

139,051 

2,385 

6,087 

11,443 
13,828 
601,685  $

(6,943)
(856)
151,446  $

(7,490)

(15,437)
(22,927)
116,124 

See Notes to Consolidated Financial Statements

52

ATKORE INC.
CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)
Assets
Current Assets:

Cash and cash equivalents
Accounts receivable, less allowance for current and expected credit losses of $2,510
and $3,168, respectively
Inventories, net
Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net
Intangible assets, net
Goodwill
Right-of-use assets, net
Deferred income taxes
Other long-term assets
Total Assets

Liabilities and Equity
Current Liabilities:

Accounts payable
Income tax payable
Accrued compensation and employee benefits
Customer liabilities
Lease obligations
Other current liabilities

Total current liabilities

Long-term debt
Long-term lease obligations
Deferred income taxes
Other long-term tax liabilities
Pension liabilities
Other long-term liabilities
Total Liabilities

Equity:

$

$

10

11
12
12
2
7

2

13
2
7

4

Common stock, $0.01 par value, 1,000,000,000 shares authorized, 45,997,159 and
47,407,023 shares issued and outstanding, respectively
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss

Total Equity
Total Liabilities and Equity

9

$

See Notes to Consolidated Financial Statements

53

Note

September 30, 2021 September 30, 2020

$

576,289  $

284,471 

524,926 
285,989 
34,248 
1,421,452 
275,622 
241,204 
199,048 
41,113 
29,693 
1,967 
2,210,099  $

243,164  $
72,953 
57,437 
80,324 
11,785 
59,273 
524,936 
758,386 
30,236 
16,746 
735 
3,819 
10,505 
1,345,363 

461 
(2,580)
506,921 
388,660 
(28,726)
864,736 
2,210,099  $

298,242 
199,095 
46,868 
828,676 
243,891 
255,349 
188,239 
38,692 
687 
2,991 
1,558,525 

142,601 
1,360 
32,836 
35,802 
15,786 
47,785 
276,170 
803,736 
24,143 
22,525 
1,619 
40,023 
11,899 
1,180,115 

475 
(2,580)
487,223 
(64,154)
(42,554)
378,410 
1,558,525 

ATKORE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
Operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating
activities

Depreciation and amortization
Amortization of debt issuance costs and original issue discount
Deferred income taxes
Loss on extinguishment of debt
Provision for losses on accounts receivable and inventory
Stock-based compensation expense
Amortization of right-of-use assets
Loss on disposal of property, plant & equipment, net
Gain on purchase of business
Other adjustments to net income
Changes in operating assets and liabilities, net of effects from
acquisitions

Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable
Income taxes
Accrued and other liabilities
Other, net

Net cash provided by operating activities
Investing activities

Capital expenditures
Insurance proceeds for properties, plant and equipment
Proceeds from sale of properties, plant and equipment
Acquisitions of businesses, net of cash acquired
Other, net

Net cash used for investing activities
Financing activities

Borrowings under credit facility
Repayments under credit facility
Repayments of short-term debt
Issuance of long-term debt
Repayments of long-term debt
Issuance of common stock, net of taxes withheld
Repurchase of common stock
Payments for debt financing costs and fees
Other, net

Net cash used for financing activities

54

Note

September 30,
2021

Fiscal year ended
September 30,
2020

September 30,
2019

$

587,857  $

152,302  $

139,051 

7
13

5
2

3

3

13
13
13
13
13
5

13

78,557 
2,497 
(43,306)
4,202 
645 
17,047 
14,515 
141 
(731)
382 

(219,659)
(81,544)
(6,462)
98,444 
80,291 
63,459 
(23,433)
572,902 

(64,474)
9,627 
81 
(43,195)
— 
(97,961)

— 
— 
(4,000)
798,000 
(835,120)
2,660 
(135,066)
(10,930)
— 
(184,456)

74,470 
1,876 
4,483 
273 
5,014 
13,064 
14,803 
3,001 
— 
(844)

16,920 
24,642 
(11,164)
(5,835)
(6,261)
(32,942)
(5,040)
248,762 

(33,770)
2,337 
3,920 
— 
— 
(27,513)

— 
— 
— 
— 
(40,000)
(2,972)
(15,011)
(3,204)
8 
(61,179)

72,347 
1,804 
(796)
— 
4,656 
11,798 
— 
— 
(7,384)
(1,938)

6,026 
9,002 
(3,054)
(21,981)
4,511 
(2,782)
(1,566)
209,694 

(34,860)
— 
80 
(97,999)
(322)
(133,101)

39,000 
(39,000)
(20,980)
— 
(40,000)
7,374 
(24,419)
— 
(155)
(78,180)

 
(in thousands)
Effects of foreign exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplementary Cash Flow information
Interest paid
Income taxes paid, net of refunds
Capital expenditures, not yet paid
Operating cash flows from cash paid on operating lease liabilities
Operating lease right-of-use assets obtained in exchange for lease
liabilities

Note

September 30,
2021

Fiscal year ended
September 30,
2020

September 30,
2019

$

$

1,333 
291,818 
284,471 
576,289  $

23,726  $
155,114 
1,094 
13,035 

986 
161,056 
123,415 
284,471  $

38,791  $
50,993 
1,278 
12,939 

13,538 

15,278 

(1,660)
(3,247)
126,662 
123,415 

49,879 
38,698 
3,719 
— 

— 

See Notes to Consolidated Financial Statements

55

(in thousands)
Balance as of September 30, 2018

(1)

Net income
Other comprehensive loss
Reclassification of stranded tax
benefits 
Stock-based compensation
Issuance of common stock, net of
shares withheld for tax
Repurchase of common stock
Balance as of September 30, 2019

Net income
Other comprehensive loss
ASU 2016-02 modified
retrospective adoption
Stock-based compensation
Issuance of common stock, net of
shares withheld for tax
Repurchase of common stock
Balance as of September 30, 2020

Net income
Other comprehensive loss
Stock-based compensation
Issuance of common stock, net of
shares withheld for tax
Repurchase of common stock

Balance as of September 30, 2021

(1) Due to the adoption of ASU 2018-02.

ATKORE INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the three year period ended September 30, 2021  

Common Stock

Treasury
Stock

Shares

Amount

Amount

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Loss

47,080  $
— 
— 

472  $
— 
— 

(2,580) $
— 
— 

457,978  $
— 
— 

(317,373) $
139,051 

—  $

— 

1,105 
(1,230)
46,955 
— 
— 

— 
— 

846 
(394)
47,407 
— 
— 
— 

— 

11 
(12)
471 
— 
— 

— 
— 

8 
(4)
475 
— 
— 
— 

— 

11,798 

— 
— 
(2,580)
— 
— 

— 
— 

— 
— 
(2,580)
— 
— 
— 

7,363 
— 
477,139 
— 
— 

— 
13,064 

(2,980)
— 
487,223 
— 
— 
17,047 

2,333 
— 

— 
(24,407)
(200,396)
152,302 
— 

(1,053)
— 

— 
(15,007)
(64,154)
587,857 
— 
— 

(16,438) $
— 
(22,927)

Total Equity
122,059 
139,051 
(22,927)

(2,333)
— 

— 
— 
(41,698)
— 
(856)

— 
— 

— 
— 
(42,554)
— 
13,828 
— 

— 
11,798 

7,374 
(24,419)
232,936 
152,302 
(856)

(1,053)
13,064 

(2,972)
(15,011)
378,410 
587,857 
13,828 
17,047 

918 
(2,328)
45,997  $

9 
(23)
461  $

— 
— 
(2,580) $

2,651 
— 
506,921  $

— 
(135,043)
388,660  $

— 
— 
(28,726) $

2,660 
(135,066)
864,736 

See Notes to Consolidated Financial Statements

56

ATKORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except share and per share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Organization and Ownership Structure — Atkore Inc. (the “Company” or “Atkore”) is a leading manufacturer of Electrical products
primarily for the non-residential construction and renovation markets and Safety & Infrastructure for the construction and industrial markets.
The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and
installation accessories. The Safety & Infrastructure segment designs and manufactures solutions including metal framing, mechanical pipe,
perimeter security, and cable management for the protection and reliability of critical infrastructure.

The Company was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group Inc. Atkore
is the sole stockholder of Atkore International Holdings Inc. (“AIH”), which in turn is the sole stockholder of Atkore International Inc. (“AII”).

Holders of common stock are entitled to cast one vote for each share held of record on all matters submitted to a vote of the

stockholders. Additionally, holders of common stock are entitled to receive, on a pro rata basis, dividends and distributions, if any, that the
Company’s board of directors may declare out of legally available funds.

Share Repurchase Program — On February 5, 2019, the board of directors approved a share repurchase program, under which the

Company may repurchase up to $50.0 million of its outstanding common stock. As of December 25, 2020, there were no authorized repurchases
remaining on that program.

On January 28, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to

$100.0 million of its outstanding common stock. As of September 30, 2021, there were no authorized repurchases remaining.

On November 16, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to

$400 million of its outstanding common stock.

Segment Redefinition — Effective in the first quarter of fiscal 2021, the Company renamed and redefined its reportable segments.

The Electrical Raceway segment was renamed as the Electrical segment. The Electrical segment manufactures high quality products
used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves contractors, in
partnership with the electrical wholesale channel.

The Mechanical Products & Solutions segment was renamed as the Safety & Infrastructure segment. This segment designs and
manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of
critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.

Segment Realignment & Reclassifications — Effective in the first quarter of fiscal 2021, the Company implemented a realignment (the
“Realignment”) of its segment financial reporting structure. The Company’s domestic cable management and prefabrication modular businesses
had historically been reported in the Electrical segment. Due to transitions in the Company’s Executive Leadership Team, these businesses are
now reported in the Safety & Infrastructure segment. The Realignment reflects how the Company’s Chief Operating Decision Maker now
assesses the operating performance and allocates resources to the Safety & Infrastructure segment. Goodwill was also reallocated on a relative
fair value basis between the applicable reporting units.

The Company reflected these changes to its segment information retrospectively to the earliest period presented which resulted in a

transfer of external net sales, intersegment sales, total assets, and Adjusted EBITDA from the Electrical segment to the Safety & Infrastructure
segment. These changes had no impact on the Company’s previously reported consolidated net sales, operating income, net income or earnings
per share. See Note 17, “Segment Information” for additional details.

57

Basis of Presentation — The accompanying audited consolidated financial statements of the Company and all of its subsidiaries

included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The audited consolidated financial statements include the assets and liabilities used in operating the Company's business. All
intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in
the audited consolidated financial statements from the effective date of acquisition or up to the date of disposal.

Fiscal Periods — The Company has a fiscal year that ends on September 30. The Company's fiscal quarters typically end on the last

Friday in December, March and June as it follows a 4-5-4 calendar.

Use of Estimates — The preparation of the consolidated financial statements in conformity with GAAP requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the
consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these
estimates.

Summary of significant accounting policies

Revenue Recognition — The Company’s revenue arrangements primarily consist of a single performance obligation to transfer
promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the
customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control
transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance
obligations.

The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should

not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to
be returned. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate
these amounts at the time of sale and to reduce the transaction price. These arrangements include sales discounts and allowances, volume
rebates, and returned goods.

The Company has elected to utilize certain practical expedients available under GAAP. The Company records amounts billed to
customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after
control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of sales. Sales taxes and other
usage-based taxes are excluded from revenue. The practical expedient not to disclose information about remaining performance obligations has
also been elected as these obligations have an original duration of one year or less. The Company does not evaluate whether the selling price
includes a financing interest component for contracts that are less than a year. The Company also expenses costs incurred to obtain a contract,
primarily sales commissions, as all obligations will be settled in less than one year.

The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 17,

“Segment Information” for revenue disaggregated by geography and product categories.

Cost of Sales — The Company includes all costs directly related to the production of goods for sale in cost of sales in the statement of

operations. These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower of cost or
market provisions, freight and distribution costs, and the depreciation and amortization of assets directly used in the production of goods for
sale.

Selling, General and Administrative Expenses — These amounts primarily include payroll-related expenses for both administrative and

selling personnel, compensation expense from stock-based awards, restructuring-related charges, third-party professional services and
transactional gains or losses for foreign currency transactions, excluding the foreign exchange exposure for intercompany loan transactions,
which is included in Other income, net.

Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less, when

purchased, to be cash equivalents.

Accounts Receivable and Allowance for current and expected credit losses — The Company carries its accounts receivable at their face
amounts less an allowance for current and expected credit losses. The allowance for current and expected credit losses reflects the best estimate
of current and expected losses inherent in the Company’s accounts receivable

58

 
portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence.

Inventories — Inventories are recorded at the lower of cost (primarily LIFO) or market value. The Company estimates losses for

excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the
likelihood of recovering the inventory costs based on anticipated demand and selling price. See Note 10, “Inventories, net.”

Property, Plant and Equipment — Property, plant and equipment, net, is recorded at cost less accumulated depreciation. Maintenance

and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated
useful lives of the related assets as follows:

Buildings
Building improvements
Machinery and equipment
Leasehold improvements
Software

4 to 40 years
3 to 20 years
1 to 20 years
Lesser of remaining term of the lease or useful life
2 to 10 years

The internal and external costs incurred to develop internal use computer software during the application development stage of the

implementation, including the design of the chosen path, are capitalized. Other costs, including expenses incurred during the preliminary project
stage, training expenses, data conversion costs and expenses incurred in the post implementation stage are expensed in the period incurred.
Capitalized costs are amortized ratably over the useful life of the software when the software becomes operational. Upgrades and enhancements
to internal use software are capitalized only if the costs result in additional functionality. The Company does not plan to sell or market its
internal use computer software to third parties.

Long-Lived Asset and Finite - Lived Intangible Asset Impairments — The Company reviews long-lived assets, including property, plant
and equipment and finite-lived intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying
amount of the asset may not be fully recoverable.

The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment.

Recoverability of an asset or asset group is first measured by a comparison of the carrying amount to its estimated undiscounted future cash
flows expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated undiscounted future cash flows, an
impairment charge is recognized as the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value. If
impairment is determined to exist, any related impairment loss is calculated based on the estimated fair value. Impairment losses on assets to be
disposed of or held for sale, if any, are based on the estimated proceeds to be received, less costs of disposal.

The Company also considers potential impairment indicators associated with other finite-lived intangible assets, including its customer

relationships, patents, and non-compete agreements. An impairment is recognized if the carrying value of an asset or asset group exceeds the
estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The Company's
key customers are primarily wholesale and national distributors. The terms of these relationships are based on purchase orders and are not
contractually based. Customer relationships are amortized on a straight-line basis over their useful lives, ranging from 6 to 14 years. The
Company evaluates the appropriateness of remaining useful lives based on customer attrition rates. Other intangible assets are amortized on a
straight-lined basis over their estimated useful lives, ranging from 1 to 20 years. The Company did not have a triggering event during fiscal
2021, 2020 and 2019.

Goodwill and Indefinite-Lived Intangible Asset Impairments — The Company assesses the recoverability of goodwill and indefinite-
lived trade names on an annual basis in accordance with Accounting Standards Codification (“ASC”) 350 “Intangibles - Goodwill and Other.”
The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely
than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value. The Company can
elect to perform a quantitative or qualitative test of impairment.

For fiscal 2021, 2020 and 2019 the Company performed a quantitative impairment assessment for goodwill. The Company calculated

the fair value of its six reporting units considering three valuation approaches: (a) the income approach; (b) the guideline public company
method; and (c) the comparable transaction method.  The income approach calculates the fair value of the reporting unit using a discounted cash
flow approach. Internally forecasted future cash flows, which the Company believes reasonably approximate market participant assumptions,
are discounted using a weighted average cost of capital

59

    
(Discount Rate) developed for each reporting unit. The Discount Rate is developed using market observable inputs, as well as considering
whether or not there is a measure of risk related to the specific reporting unit’s forecasted performance.  The key uncertainties in these
calculations are the assumptions used in determining the reporting unit’s forecasted future performance, including revenue growth and EBITDA
margins, as well as the perceived risk associated with those forecasts. Fair value under the guideline public company method is determined for
each reporting unit by applying market multiples for comparable public companies to the reporting unit’s financial results. Fair value under the
comparable transaction method is determined based on exchange prices in actual transactions and on asking prices for controlling interests in
public or private companies currently offered for sale by applying market multiples for comparable public companies to the unit’s financial
results. The key uncertainties in the guideline public company method and the comparable transaction method calculations are the assumptions
used in determining the reporting unit's comparable public companies, comparable transactions and the selection of the market multiples.   

The Company did not record any goodwill impairments in fiscal 2021, 2020 or 2019.

As noted above, ASC 350 also requires that the Company test the indefinite-lived intangible assets for impairment at least annually.
Under ASC 350, if the carrying value of the indefinite-lived asset is higher than its fair value, then the asset is deemed to be impaired and the
impairment charge is estimated as the excess carrying value over the fair value. The Company calculated the fair value of its indefinite-lived
intangible assets using the income approach, specifically the relief-from-royalty method. The relief-from-royalty method is used to estimate the
cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned
through the use of the asset. Internally forecasted revenues, which the Company believes reasonably approximate market participant
assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax cost savings. The royalty rate used in the analysis is based on
an analysis of empirical, market-derived royalty rates for guideline intangible assets. The net after tax cost savings are discounted using the
Discount Rate. The Discount Rate is developed using market observable inputs, as well as considering whether or not there is a measure of risk
related to the specific indefinite lived intangible assets' forecasted performance.  The key uncertainties in these calculations are the assumptions
used in determining the revenue associated with each indefinite-lived intangible asset and the royalty rate.

The Company did not record any indefinite-lived asset impairments in fiscal 2021, 2020 or 2019.

Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the

quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active
markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial
instrument's level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The
three levels of the fair value hierarchy are summarized as follows:

Level 1-inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of
the measurement date.

Level 2-inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar
assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally
from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit
risk and exchange rates.

Level 3-inputs for the valuations are unobservable and are based on management's estimates of assumptions that market participants
would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing
models and discounted cash flow models.

60

    
Income Taxes and Uncertain Tax Positions — The Company accounts for income taxes under the asset and liability method, which

requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the
consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the
financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse.
The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.

The Company periodically assesses the realizability of the deferred tax assets. In making this determination management considers all

available evidence, both positive and negative, including earnings history, expectations of future taxable income and available tax planning
strategies. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is considered more likely than not
to be realized. Changes in the required valuation allowance are recorded in income in the period such determination is made.

Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Provisions for
uncertain tax positions provide a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained
upon examination. The Company measures its uncertain tax positions as the largest amount of benefit that is greater than a 50% likelihood of
being realized upon examination. Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense.
See Note 7, “Income Taxes.”

On December 22, 2017, “H.R.1,” also known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law.

As part of the enactment of TCJA, the Company recorded a global intangible low-taxed income (“GILTI”) provision for the first time beginning
in fiscal 2019. The GILTI provision of TCJA requires certain income earned by controlled foreign corporations (“CFCs”) to be included
currently in the gross income of the CFCs controlling U.S. shareholder. In accordance with accounting standards applicable to income taxes,
there is allowed an accounting policy choice of either (1) treating taxes due on U.S. inclusions in taxable income related to GILTI as a current
period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes
(the “deferred method”). The Company has elected the period method.

Leases — Starting in fiscal 2020, as a result of the adoption of ASC 842 “Leases,” the Company recognizes if an arrangement is a

lease at the inception of the contract. The Company determines which party has the right to control an asset during the contract term and
recognizes a Right of Use (“ROU”) asset and lease obligations based on the present value of the future minimum lease payments over the term
of the lease. Refer to Note 2, “Leases” for further discussion of the Company’s accounting policy for leases.

Translation of Foreign Currency — For the Company's non-U.S. subsidiaries that report in a functional currency other than United

States dollars, assets and liabilities are translated into United States dollars using period end exchange rates. Revenue and expenses are
translated at the monthly average exchange rates in effect during the reporting period. Foreign currency translation adjustments are included as a
component of accumulated other comprehensive loss within the consolidated statements of comprehensive income.

Recent Accounting Pronouncements

    A summary of recently adopted Accounting Standards Update ("ASU")s are as follows. Adoption dates are on the first day of the fiscal year
indicated below, unless otherwise specified. 

ASU

2016-13 Financial
Instruments - Credit
Losses (Topic 326)

Adopted Guidance

Description of ASU

The ASU adds to GAAP an impairment model
(known as the current expected credit loss (CECL)
model) that is based on expected losses rather than
incurred losses. Under the new guidance, an entity
recognizes as an allowance its estimate of
expected credit losses, which the FASB believes
will result in more timely recognition of such
losses.

Impact to Atkore
The Company adopted this
standard in the first quarter of
2021. The adoption of the
standard did not have a material
impact on the Company’s
consolidated financial statements.

Adoption Date
2021

61

    A summary of guidance not yet adopted are as follows:

ASU
2019-12, Simplifying the
accounting for income
taxes (Topic 740)

Guidance not yet adopted

Description of ASU

The ASU eliminates certain existing exceptions
related to the general approach in ASC 740
relating to franchise taxes, reducing complexity in
the interim period accounting for year to date loss
limitations and changes in tax laws, and clarifying
the accounting for transactions outside of business
combination that result in a step up in the tax basis
of goodwill.

Impact to Atkore
The Company will adopt the new
standard on October 1, 2021. The
adoption of this standard is not
expected to have a material
impact on the Company’s
consolidated financial statements.

Effective Date
2022

2. LEASES

The Company engages in leasing transactions to meet the needs of the business. The Company leases certain manufacturing facilities,

warehouses and distribution centers, office space, forklifts, vehicles and other machinery and equipment. The determination to lease, rather than
purchase, an asset is primarily contingent upon capital requirements, duration of the forecasted business investment, and asset availability.

The Company determines if an arrangement is a lease at inception and all arrangements deemed to be leases are subject to an

assessment to determine the classification between finance and operating leases. The Company's significant assumptions and judgments in
determining whether a contract is or contains a lease include establishing whether the supplier has the ability to use other assets to fulfill its
service or whether the terms of the agreement enable the Company to control the use of a dedicated property, plant and equipment asset during
the contract term. In the majority of the Company's contracts where it must identify whether a lease is present, it is readily determinable that the
Company controls the use of the assets and obtains substantially all of the economic benefit during the term of the contract. In those contracts
where identification is not readily determinable, the Company has determined that the supplier has either the ability to use another asset to
provide the service or the terms of the contract give the supplier the rights to operate the asset at its discretion during the term of the contract, in
which case the arrangement would not constitute a lease.

Right-of-use assets and lease obligations are recognized based on the present value of the future minimum lease payments over the

lease term as of the commencement date. The Company’s lease agreements have terms that include both lease and non-lease components. Lease
component fees are included in the present value of future minimum lease payments. Conversely, non-lease components are not subject to
capitalization and are expensed as incurred. Per ASC 842 “Leases,” the contractual interest rate is used to calculate the present value of the
future minimum lease payments. However, the majority of the Company’s leases do not provide an implicit rate. Therefore, the Company's
significant assumption and judgments in determining the discount rate include determining the incremental borrowing rate. The Company’s
incremental borrowing rates are based on the term of the lease, the economic environment of the lease and the effect of collateralization. The
valuation of the ROU asset also includes lease payments made in advance of the lease commencement date and initial direct costs incurred to
secure the lease and is reduced for lease incentives. The lease terms include options to extend or terminate the lease when it is reasonably certain
the Company will exercise the options. Leases with an initial term of 12 months or less are classified as short-term leases and are not recorded
on the consolidated balance sheets. The lease expense for short-term leases is recognized on a straight-line basis over the lease term.

The Company has certain leasing agreements, related to leased vehicles available to our sales personnel, that contain guaranteed residual

value terms, which are not expected to be triggered. The Company’s leasing portfolio does not contain any material restrictive covenants.

62

 
Leases

(in thousands)
Assets
Operating lease assets
Finance lease assets
Right-of-use assets, at cost
Less: accumulated amortization

Right-of-use assets, net

Liabilities
Current liabilities:
Current portion of operating lease liabilities
Current portion of finance lease liabilities

Current lease obligations

Noncurrent liabilities:
Operating lease liabilities
Finance lease liabilities
Long-term lease obligations

Total lease obligations

Lease Cost

September 30, 2021

September 30, 2020

$

$

$

  $

$

$

$
$

38,569 
4,966 
43,535 
(2,422)
41,113 

10,873 
912 
11,785 

28,434 
1,802 
30,236 
42,021 

$

$

$

$

$

$

$
$

37,666 
2,999 
40,665 
(1,973)
38,692 

15,356 
430 
15,786 

23,354 
789 
24,143 
39,929 

The following table summarizes lease costs by type of cost for the fiscal year ended September 30, 2021, and the fiscal year ended

September 30, 2020. In the consolidated statements of operations, cost of sales and selling, general and administrative expenses included lease
costs of $14,536 and $2,781 for the fiscal year ended September 30, 2021 and $14,295 and $2,714 for the fiscal year end September 30, 2020.

(in thousands)
Amortization of right-of-use assets
Interest on lease liabilities
Variable lease costs
Short term lease costs

Total lease costs

Maturity of Lease Liabilities

Fiscal year ended

September 30, 2021

14,515  $
49 
938 
1,815 
17,317  $

September 30, 2020
14,803 
41 
714 
1,451 
17,009 

$

$

The Company's maturity analysis of its lease liabilities as of September 30, 2021 is as follows:

63

 
 
 
 
 
(in thousands)
2022
2023
2024
2025
2026
2027 and after
Total lease payments
Less: Interest

Present value of lease liabilities

Lease Term and Discount Rate

Weighted-average remaining lease term (years)
Operating leases
Finance leases

Weighted-average discount rate
Operating leases
Finance leases

3. ACQUISITIONS

Financing Leases

Operating Leases

  $

  $

  $

951  $
874 
565 
257 
157 
8 
2,812  $
(98)
2,714  $

12,047 
9,094 
7,393 
4,879 
3,127 
6,957 
43,497 
(4,190)
39,307 

Fiscal year ended

September 30, 2021

September 30, 2020

5.2
3.3

4.0 %
2.5 %

4.4
3.2

3.6 %
3.1 %

From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new

customers. The Company had no acquisitions in fiscal 2020.

Fiscal 2021

On February 24, 2021, Atkore Southwest, LLC, a wholly-owned subsidiary of the Company acquired the assets of FRE Composites

USA Inc. and separately the Company acquired all of the outstanding stock of FRE Composites Inc., collectively described as FRE Composites
Group (“FRE Composites”), for a purchase price of $36,993, net of cash received. FRE Composites is a leading manufacturer of fiberglass
conduit for the electrical and industrial market. The purchase price was allocated to tangible and intangible assets acquired and liabilities
assumed, based on their fair values.

On October 22, 2020, Atkore Plastics Southeast, LLC, a wholly-owned subsidiary of the Company acquired the assets of Queen City
Plastics, Inc. (“Queen City Plastics”), a leading manufacturer of PVC conduit, elbows and fittings for the electrical market. The purchase price
was allocated to tangible assets acquired and liabilities assumed based on their fair values. The purchase price of $6,214 was deemed immaterial
to the Company.

Fiscal 2019

On August 21, 2019, Atkore Plastic Pipe Corporation, a wholly-owned subsidiary of the Company acquired the assets of Rocky
Mountain Pipe (“Cor-Tek”), a manufacturer of PVC conduit for electrical applications, and considered a leading innovator in cellular core
extrusion technology for a purchase price of $14,835. In connection with this acquisition, the Company recorded a bargain purchase gain of
$7,384, which is reported within other income, net in the Consolidated Statements of Operations. The Company believes that it was able to
acquire the net assets of Cor-Tek for less than fair value as a result of Cor-Tek’s financial difficulties.

64

 
 
 
 
 
 
 
On June 3, 2019, AFC Cable Systems, Inc., a wholly-owned subsidiary of the Company acquired the assets of United Structural

Products, LLC. (“U.S. Tray”), a manufacturer of welded aluminum and engineered-to-order cable trays for a purchase price of $25,507, net of
cash received. Net sales and net income of the acquired company included in the consolidated statement of operations for fiscal 2019 were
insignificant. As a result of the acquisition, the Company recognized $7,295 of goodwill, $14,800 of identifiable intangible assets and $3,412 of
working capital and other tangible assets.

On October 1, 2018, Allied Luxembourg S.a.r.l, a wholly-owned subsidiary of the Company acquired all of the outstanding stock of

Vergokan International NV (“Vergokan”) for a purchase price of $57,899, net of cash received. Vergokan is a leading manufacturer of cable tray
and cable ladder systems, underfloor installations and industrial floor trunking that serves industrial, power and energy, commercial and
infrastructure sectors in more than 45 countries.

The following section provides purchase price allocation disclosures and other financial disclosures for significant acquisitions for the

applicable fiscal years.

Fiscal 2021

The purchase price for FRE Composites, which was finalized during the fourth quarter of fiscal 2021, was allocated to tangible and

intangible assets acquired and liabilities assumed, based on their fair values. The following table summarizes the Level 3 fair values assigned to
the net assets acquired and liabilities assumed as of the acquisition date for fiscal 2021:

(in thousands)
Fair value of consideration transferred:
Cash consideration
Fair value of assets acquired and liabilities assumed:

Cash
Accounts receivable
Inventories
Intangible assets
Fixed assets
Accounts payable
Income Taxes
Other

Net assets acquired

Excess purchase price attributed to goodwill acquired

FRE Composites

  $

  $

36,993 

437 
2,163 
3,355 
18,300 
8,509 
(1,186)
(4,293)
(240)
27,045 
9,948 

The Company estimates $1.6 million of the goodwill recognized from the FRE Composites acquisition is deductible for tax purposes.

The goodwill consists largely of the synergies and economies of scale from integrating this company with existing businesses.

The following table summarizes the fair value of intangible assets as of the acquisition date:

($ in thousands)
Customer relationships
Other

Total intangible assets

FRE Composites

Weighted
Average Useful
Life (Years)

12.0
6.0

Fair Value

14,700 
3,600 
18,300 

  $

  $

Net sales and net income of FRE Composites and Queen City Plastics are included in the consolidated statement of operations for

fiscal 2021 for the post-acquisition period. Due to the immaterial nature of these acquisitions, both individually, and in the aggregate, the
Company did not include the full year pro forma results of operations for the acquisition year.

65

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal 2019

The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition

date for fiscal 2019:

(in thousands)
Fair value of consideration transferred:
Cash consideration
Other liability consideration

Total consideration transferred

Fair value of assets acquired and liabilities assumed:

Cash
Accounts receivable
Inventories
Intangible assets
Fixed assets
Accounts payable
Gain on purchase of business
Other

Net assets acquired

Vergokan

Other

Total

$

58,728  $
— 
58,728 

41,641  $
1,400 
43,041 

829 
8,761 
11,434 
12,621 
32,490 
(18,716)
— 
1,680 
49,099 

1,541 
8,217 
7,494 
16,400 
19,298 
(7,608)
(7,384)
(3,412)
34,546 

100,369 
1,400 
101,769 

2,370 
16,978 
18,928 
29,021 
51,788 
(26,324)
(7,384)
(1,732)
83,645 
18,124 

Excess purchase price attributed to goodwill acquired

$

9,629  $

8,495  $

Goodwill recognized from the Vergokan acquisition is non-deductible for tax purposes. Goodwill recognized from the other

acquisitions is tax-deductible and is amortized over 15 years for income tax purposes. The goodwill consists largely of the synergies and
economies of scale from integrating these companies with existing businesses.

The following table summarizes the fair value of intangible assets acquired in fiscal 2019 as of the acquisition dates:

($ in thousands)
Customer relationships
Other

Total intangible assets

Vergokan

Other

Fair Value

  $

  $

10,535 
2,086 
12,621 

Weighted
Average Useful
Life (Years)

12.0   $
9.0  

  $

Fair Value

15,400 
1,000 
16,400 

Weighted
Average Useful
Life (Years)

10.0
9.0

Net sales and net income of the companies acquired during fiscal 2019 are included in the consolidated statement of operations for

fiscal 2019 for the post-acquisition period. Due to the immaterial nature of these acquisitions, both individually, and in the aggregate, the
Company did not include the full year pro forma results of operations for the acquisition year.

4. POSTRETIREMENT BENEFITS

The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain United States

employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation
and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants.
The benefits under the defined benefit plans are based on various factors, such as years of service and compensation. For all periods presented,
all defined pension benefit plans are frozen, whereby participants no longer accrue credited service. The net periodic cost for the periods
presented was as follows: 

66

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(in thousands)
Interest cost
Expected return on plan assets
Amortization of actuarial loss

Net periodic cost

September 30, 2021
2,729 
(6,424)
1,327 
(2,368) $

$

Fiscal Year Ended
September 30, 2020
3,739 
(6,331)
888 
(1,704) $

September 30, 2019
4,665 
(6,372)
101 
(1,606)

The weighted-average assumptions used to determine net periodic pension cost during the period were as follow:

Discount rate
Expected return on plan assets
Rate of compensation increase

September 30, 2021

September 30, 2020

September 30, 2019

2.5 %
6.2 %
N/a

3.1 %
6.3 %
N/a

4.2 %
6.3 %
N/a

The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows (in

thousands):

Change in benefit obligations:
Balance as of September 30, 2019

Interest cost
Actuarial loss
Benefits and administrative expenses paid

Balance as of September 30, 2020

Interest cost
Actuarial gain
Benefits and administrative expenses paid

Balance as of September 30, 2021

Change in plan assets:
Balance as of September 30, 2019
Actual return on plan assets
Employer contributions
Benefits and administrative expenses paid

Balance as of September 30, 2020
Actual return on plan assets
Employer contributions
Benefits and administrative expenses paid

Balance as of September 30, 2021

Funded status:

Funded status as of September 30, 2020

Funded status as of September 30, 2021

67

$

$

$

$

$

137,960 
3,739 
10,476 
(5,416)
146,759 
2,729 
(3,170)
(5,573)
140,745 

103,451 
6,587 
2,114 
(5,416)
106,736 
17,258 
19,635 
(5,573)
138,056 

(40,023)

(2,689)

 
(in thousands)
Amounts recognized in the consolidated balance sheets consist of:
Pension Non-Current Assets
Pension liabilities

Net amount recognized

Amounts recognized in accumulated other comprehensive loss (before income
taxes) consist of:
Net actuarial loss

Total loss recognized

Weighted-average assumptions used to determine pension benefit obligations
at year end:
Discount rate
Rate of compensation increase

September 30, 2021

September 30, 2020

$
$
$

$
$

1,130 
(3,819)
(2,689)

(27,036)
(27,036)

$
$
$

$
$

— 
(40,023)
(40,023)

(42,367)
(42,367)

2.7 %
N/a

2.5 %
N/a

For the fiscal year ended 2021, the net obligation decreased primarily as a result of employer contributions of $18 million over the

prior year contributions and an actuarial gain of $3.2 million that was a result of an increase in the discount rate from fiscal year 2020 to 2021.

The following table summarizes the defined benefit pension plans with accumulated benefit obligations in excess of plan assets:

(in thousands)
Accumulated benefit obligation
Fair value of plan assets

September 30, 2021

September 30, 2020

$

122,655  $
118,843 

146,759 
106,736 

The following table summarizes the defined benefit pension plans with projected benefit obligations in excess of plan assets:

(in thousands)
Projected benefit obligation
Fair value of plan assets

September 30, 2021

September 30, 2020

$

122,655  $
118,843 

146,759 
106,736 

In determining the expected return on plan assets, the Company considers the relative weighting of plan assets by class, historical

performance of asset classes over long-term periods, asset class performance expectations as well as current and future economic conditions.
The Company’s investment strategy for its pension plans is to manage the plans on a going-concern basis. Current investment policy is to
maximize the return on assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the security of benefits for participants.
For the pension plans, this policy targets a 60% allocation to equity securities and a 40% allocation to debt securities.

Pension plans have the following weighted-average asset allocations:

Asset Category:
Equity securities
Debt securities
Cash and cash equivalents

Total

September 30, 2021
56%
43%
1%
100%

September 30, 2020
58%
39%
3%
100%

The Company evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk, such as

investments in a single entity, industry, foreign country and individual fund manager. As of September 30, 2021, there were no significant
concentrations of risk in the Company’s defined benefit plan assets.

68

 
 
 
 
    
The Company’s plan assets are accounted for at fair value and are classified in their entirety based on the lowest level of input that is

significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement
requires judgment, and may affect the valuation of fair value of assets and their placement within the fair value hierarchy levels. The Company’s
asset allocations are presented in the table below:

(in thousands)

United States equity securities
Non-U.S. equity securities
Fixed income securities
Cash and cash equivalents

Total

September 30, 2021
Level 2

Level 1

$

48,274  $
28,787 
59,488 
1,507 

$ 138,056  $

Total
48,274  $
28,787 
59,488 
1,507 

—  $
— 
— 
— 
—  $ 138,056  $

September 30, 2020
Level 2

Total

Level 1

30,738  $
21,509 
34,857 
2,924 
90,028  $

6,796  $
2,659 
7,253 
— 

37,534 
24,168 
42,110 
2,924 
16,708  $ 106,736 

Equity securities consist primarily of publicly traded United States and non-U.S. equities. Publicly traded securities are valued at the

last trade or closing price reported in the active market in which the individual securities are traded. Certain equity securities are held within
commingled funds, which are valued at the unitized net asset value (“NAV”) or percentage of the NAV as determined by the custodian of the
fund. These values are based on the fair value of the underlying net assets owned by the fund.

Fixed income securities consist primarily of government and agency securities, corporate debt securities, and mortgage and other asset-

backed securities. When available, fixed income securities are valued at the closing price reported in the active market in which the individual
security is traded. Government and agency securities and corporate debt securities are valued using the most recent bid prices or occasionally
the mean of the latest bid and ask prices when markets are less liquid. Asset-backed securities including mortgage-backed securities are valued
using broker/dealer quotes when available. When quotes are not available, fair value is determined by utilizing a discounted cash flow approach,
which incorporates other observable inputs such as cash flows, underlying security structure and market information including interest rates and
bid evaluations of comparable securities. As of September 30, 2021 and September 30, 2020, the Company did not have any Level 3 pension
assets. Certain fixed income securities are held within commingled funds, which are valued utilizing NAV as determined by the custodian of the
fund. These values are based on the fair value of the underlying net assets owned by the fund.

Cash and cash equivalents consist primarily of short-term commercial paper, and other cash or cash-like instruments including

settlement proceeds due from brokers, stated at cost, which approximates fair value.

Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstance giving rise to the

transfer, which generally coincides with the Company’s valuation process.

Contribution amounts are determined and funded based on laws and regulations and with the assistance of professionally qualified

actuaries. The Company contributed $19,635 and $2,114 to its pension plans for the fiscal years ended September 30, 2021 and September 30,
2020. The Company anticipates that it will contribute at least the minimum required contribution of $218 to its pension plans in fiscal 2022.

Benefit payments, which reflect future expected service as appropriate, are expected to be paid in each fiscal year as follows:

(in thousands)
2022
2023
2024
2025
2026
2027 to 2031

$

6,411 
6,632 
6,868 
7,115 
7,344 
37,674 

Defined Contribution Retirement Plans — The Company also sponsors several defined contribution retirement plans - the 401(k)

matching programs. Expense for the defined contribution plans is computed as a percentage of participants’

69

 
 
compensation and was $3,400, $3,718 and $3,572 for the fiscal years ended September 30, 2021, September 30, 2020 and September 30, 2019,
respectively.

Multi-Employer Plan — The Company has a liability of $5,021 as of September 30, 2021 and $5,345 as of September 30, 2020

representing the Company’s proportionate share of a multi-employer pension plan which was exited prior to fiscal 2017.

5. STOCK INCENTIVE PLAN

On November 21, 2019, the Company's board of directors approved the Atkore International Group Inc. 2020 Omnibus Incentive Plan

(the “2020 Omnibus Incentive Plan”), which was subsequently approved by the Company’s shareholders on January 30, 2020. The 2020
Omnibus Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, stock purchase
rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance stock units (“PSUs”), stock appreciation rights,
dividend equivalents and other stock-based awards to directors, officers, other employees and consultants. The 2020 Omnibus Incentive Plan
replaces and succeeds the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the “2016 Omnibus Incentive Plan”). The Company
no longer grants awards from the 2016 Omnibus Incentive Plan. Awards previously granted under the 2016 Omnibus Incentive Plan were
unaffected by the termination. A maximum of 2.2 million shares of common stock is reserved for issuance under the 2020 Omnibus Incentive
Plan. All stock option awards have a ten year life. All share-based awards are expected to be fulfilled with new shares of common stock. Stock
compensation expense is included in selling, general and administrative in the Company's consolidated statements of operations and was
$17,047, $13,064 and $11,798 for fiscal years 2021, 2020 and 2019, respectively. The total income tax benefit recognized for share-based
compensation arrangements was $2,073, $3,014 and $2,949 for fiscal years 2021, 2020 and 2019, respectively.

    Stock Options

In accordance with ASC 718 Compensation - Stock Compensation, stock compensation expense for stock options is recorded on a

straight-line basis over the requisite service period (generally the vesting period), net of actual forfeitures based on the grant-date fair value of
the option under the equity accounting method.

The assumptions used in the Black-Scholes option pricing model to value the options granted were as follows:    

Expected dividend yield
Expected volatility
Range of risk-free interest rates
Range of expected option lives

September 30, 2021

Fiscal Year Ended
September 30, 2020

September 30, 2019

— %
59 %
0.52 %
6 years

— %
36 %
1.67 %
6 years

— %
45 %
2.94% - 3.00%
6 to 10 years

Dividends are not paid on the Company’s common stock. For grants during fiscal year ended 2021 and 2020, the expected volatility is

based on the Company’s stock price volatility. For grants and modifications during fiscal years ended 2019, expected volatility is based on
historical volatilities of comparable companies. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time
of the grant for periods corresponding with the expected life of the options. The expected life of options is estimated using the simplified
method due to limited historical exercise activity. The Company does not estimate forfeitures, which are accounted for as they occur.

Stock option activity for the period September 30, 2018 to September 30, 2021 was as follows: 

70

 
    
Shares 
(in
thousands)

Weighted-
Average
Exercise
Price

Weighted-
Average Grant
Date Fair
Value

Outstanding as of September 30, 2018

Granted
Exercised
Forfeited

Outstanding as of September 30, 2019

Granted
Exercised
Forfeited

Outstanding as of September 30, 2020

Granted
Exercised
Forfeited

Outstanding as of September 30, 2021

Exercisable as of September 30, 2021

2,605 
342 
(985)
(126)
1,836 
67 
(508)
(20)
1,375 
72 
(678)
— 
769 

9.91 
23.45  $
8.62 
12.64 
12.94 
37.24  $
8.55 
19.13 
15.66 
29.80  $
12.30 
— 
19.95

484  $

15.25 

Weighted-
Average
Remaining
Contractual
Term (in years)

Aggregate
Intrinsic Value
(in thousands)
43,302 
$

11.35 

14.05 

13.46 

$

$

$

$

$

$

16,453 

31,957 

14,548 

11,443 

33,075 

51,441 

34,715 

5.64

4.41

As of September 30, 2021, there was $786 of total unrecognized compensation expense related to non-vested options granted expected
to be recognized over a weighted-average period of approximately 5.6 years. The total fair value of shares vested during fiscal years 2021, 2020
and 2019 was $1,465, $1,894 and $3,038, respectively.

Cash received from stock option exercises for the fiscal years 2021, 2020 and 2019 was $8,535, $4,347 and $7,374, respectively. The

actual tax benefit for the tax deductions from stock option exercises totaled $8,228, $3,681 and $4,031, respectively, for fiscal years 2021, 2020
and 2019. The Company does not settle any option exercises, under its current stock incentive plan, in cash.

    Restricted Stock Units

Generally, RSUs granted under the 2020 Omnibus Incentive Plan vest ratably over three years. The fair value of RSU grants was based

on the closing price of the Company's common stock on the date of grant. RSU compensation expense is recorded on a straight-line basis over
the remaining vesting period.

Changes to the Company’s nonvested RSU awards for the year ended September 30, 2021 were as follows:

71

 
 
    
    
Nonvested as of September 30, 2018
Granted
Vested
Forfeited
Nonvested as of September 30, 2019
Granted
Vested
Forfeited
Nonvested as of September 30, 2020
Granted
Vested
Forfeited
Nonvested as of September 30, 2021

Shares 
(in thousands)

Weighted-average
grant-date fair value

650  $
361 
(195)
(142)
674 
166 
(403)
(32)
405 
218 
(229)
(10)
384  $

19.91 
19.23 
21.51 
18.52 
19.37 
37.24 
19.43 
22.29 
26.44 
32.01 
23.78 
28.48 
30.30 

As of September 30, 2021, there was $5,589 of total unrecognized compensation expense related to non-vested RSUs granted,
expected to be recognized over a weighted-average period of approximately 1.40 years. The total fair value of RSUs vested during fiscal years
2021, 2020 and 2019 was $8,897, $14,513 and $4,271, respectively.

    Performance Share Units

The Company awards PSUs whose vesting is contingent upon meeting or exceeding certain market and performance conditions. The
performance condition, which was based on an adjusted net income, represented 70% of the award and the market condition, which was based
on Total Shareholder Return (“TSR”) of the Company's common stock relative to a peer group represented the remaining 30%. All PSUs cliff
vest at the end of three years based on the satisfaction of the performance conditions. Expense for the performance condition based award is
recorded when the achievement of the performance condition is considered probable of achievement and is recorded on a straight-line basis over
the requisite service period. If such performance criteria are not met, no compensation cost is recognized and any recognized compensation cost
is reversed. Expense for the market condition based award is recorded on a straight-line basis over the explicit service period.

The grant-date fair value for the performance condition based awards represents the closing stock price on the date of grant. For the
grants in fiscal 2021, 2020, and 2019, the closing stock price on the date of grant was $29.80, $37.24 and $17.90, respectively. The grant-date
fair value for the market condition based awards was determined using the Monte-Carlo method. The assumptions used in the Monte-Carlo
method to value the performance share awards granted during the fiscal year ended September 30, 2021 were as follows: 

Expected dividend yield
Expected volatility
Risk free interest rates
Expected life
Fair value

September 30, 2021

September 30, 2020

September 30, 2019

— %
61 %
0.21 %
3 years
$33.80

— %
21% - 53%
1.59 %
3 years
$44.22

— %
21% - 74%
2.84%
3 years
$18.84

Dividends are not paid on the Company’s common stock. For grants during fiscal year ended 2021 and 2020, the expected volatility is

based on the Company’s stock price volatility. For grants during fiscal year 2019, expected volatility is based on historical volatilities of
comparable companies. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods
corresponding with the expected life of the award. The expected life of the award represents the weighted-average period of time that awards
granted are expected to be outstanding, giving consideration to vesting schedules and expected exercise patterns. The Company does not
estimate forfeitures, which are accounted for as they occur.

72

 
Changes to the Company’s non-vested PSU awards for the year ended September 30, 2021 were as follows:

Shares 
(in thousands)

Weighted-average
grant-date fair value

Nonvested as of September 30, 2018
Granted
Forfeited
Nonvested as of September 30, 2019
Granted
Vested
Adjustment for achieved performance upon issuance
Forfeited
Nonvested as of September 30, 2020
Granted
Vested
Adjustment for achieved performance upon issuance
Forfeited
Nonvested as of September 30, 2021

307  $
242 
(94)
455  $
115 
(162)
31 
(14)
425  $
156 
(171)
57 
(14)
453  $

21.22 
18.17 
20.55 
21.11 
40.43 
25.21 
21.68 
22.82 
25.15 
31.67 
21.55 
22.95 
29.43 
28.07 

As of September 30, 2021, there was $4,316 of total unrecognized compensation expense related to non-vested PSUs granted, expected

to be recognized over a weighted-average period of approximately 1.1 years. There were no PSUs vested during fiscal year 2019.

6. OTHER INCOME, NET

Other income, net consisted of the following:

(in thousands)
Gain on purchase of business
Undesignated foreign currency derivative instruments
Business interruption insurance recovery
Foreign exchange loss (gain) on intercompany loans
Pension-related benefits
Other

Other income, net

September 30,
2021

Fiscal Year Ended
September 30,
2020

September 30,
2019

$

$

(731) $
2,201 
(15,500)
(1,534)
(2,368)
(220)
(18,152) $

—  $

1,269 
— 
(2,342)
(1,704)
— 
(2,777) $

(7,384)
(5,384)
— 
2,975 
(1,606)
(79)
(11,478)

73

 
7. INCOME TAXES

Significant components of income before income taxes and income tax expense for the fiscal years ended September 30, 2021,

September 30, 2020 and September 30, 2019 consisted of the following:

(in thousands)
Components of income before income taxes:

United States
Non-U.S

Income before income taxes

Income tax expense:

Current:

United States:
Federal
State
Non-U.S:

Current income tax expense

Deferred:

United States:
Federal
State
Non-U.S:

Deferred income (benefit) tax expense

Income tax expense

September 30, 2021

September 30, 2020

September 30, 2019

$

$

$

$

$

$

770,350  $
9,651 
780,001  $

201,784  $
214 
201,998  $

170,780 
13,889 
184,669 

182,105  $
46,913 
6,432 
235,450  $

(35,442) $
(7,281)
(583)
(43,306)
192,144  $

32,335  $
9,668 
3,210 
45,213  $

5,102  $
49 
(668)
4,483 
49,696  $

31,431 
9,800 
5,183 
46,414 

1,123 
(340)
(1,579)
(796)
45,618 

Differences between the statutory federal income tax rate and effective income tax rate are summarized below:

(in thousands)
Statutory federal tax
Adjustments to reconcile to the effective income tax rate:

State income taxes
Stock-based compensation
Other

Effective income tax rate

September 30, 2021

September 30, 2020

September 30, 2019

21 %

4 %
(1)%
1 %
25 %

21 %

4 %
(2)%
2 %
25 %

21 %

4 %
(1)%
1 %
25 %

The Company’s effective tax rate for fiscal 2021 differs from the statutory rate primarily due to state income taxes of $30,680, current

year valuation allowance expense of $2,190 and limitations on executive compensation of $2,587 partially offset by $7,352 of excess tax benefit
from share-based compensation.

The Company’s effective tax rate for fiscal 2020 differs from the statutory rate primarily due to state income taxes of $7,690, valuation

allowance expense of $2,099 and limitations on executive compensation of $1,243, partially offset by $4,203 of excess tax benefit from share-
based compensation.

The Company’s effective tax rate for fiscal 2019 differs from the statutory rate primarily due to state income taxes of $7,566, along

with GILTI provisions of $953 and withholding taxes of $635, offset by the disallowed gain on the purchase of Cor-Tek of $1,551 and $1,537 of
excess tax benefit from share-based compensation.

74

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting

and tax purposes. The components of the net deferred income tax assets are as follows:

(in thousands)
Deferred tax assets:

Accrued liabilities and reserves
Tax loss and credit carryforwards
Postretirement benefits
Inventory
Lease obligations
Other

Deferred tax liabilities:

Property, plant and equipment
Intangible assets
Loss on investment
Right-of-use assets, net
Other

Net deferred tax liability before valuation allowance
Valuation allowance

Net deferred tax liability

September 30, 2021

September 30, 2020

$

$

$

$

$

42,932  $
16,096 
2,057 
36,021 
10,616 
633 
108,355  $

(21,784) $
(43,657)
(5,102)
(10,247)
(3,095)
(83,885) $
24,470 
(11,523)
12,947  $

26,783 
15,637 
11,751 
5,240 
9,966 
174 
69,551 

(17,648)
(44,774)
(5,153)
(9,546)
(4,065)
(81,186)
(11,635)
(10,203)
(21,838)

As of September 30, 2021, the Company has $33,651 of state net operating loss carryforwards which expire beginning in 2021 through

2036. In certain non-U.S. jurisdictions, the Company has net operating loss carryforwards of $55,022 which have an expiration period ranging
from five years to unlimited.

Valuation allowances have been established on net operating losses and other deferred tax assets in Luxembourg, Australia, France,

China, and other foreign and United States state jurisdictions, as a result of the Company's determination that there is less than 50% likelihood
that these assets will be realized. Evidence for this determination includes three year cumulative loss positions, future reversal of temporary
differences, and expectations of future losses. For fiscal 2021, the Company assessed the need for a valuation allowance against deferred tax
assets in the Company’s China business based on recent taxable income and the expected future performance of the business. As a result, the
Company has established a $1,195 valuation allowance against the deferred tax assets of the China business.

As of September 30, 2021, and September 30, 2020, the Company had unrecognized tax benefits of $3,333 and $1,614 which, if

recognized, would positively benefit the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits
in income tax expense. As of September 30, 2021 and September 30, 2020, the Company had accrued interest and penalties of $260 and $188,
respectively, in the consolidated balance sheets.

A reconciliation of the beginning and ending amount of unrecognized tax benefit, excluding interest and penalties, is as follows:

75

    
(in thousands)
Balance as of September 30, 2018

Additions based on tax positions related to prior years
Settlements

Balance as of September 30, 2019

Additions based on tax positions related to prior years
Additions based on tax positions related to current year
Settlements

Balance as of September 30, 2020

Additions based on tax positions related to prior years
Additions based on tax positions related to current year
Settlements

Balance as of September 30, 2021

For the period from September 30, 2018 to
September 30, 2021

$

$

1,364 
244 
(814)
794 
925 
122 
(227)
1,614 
291 
1,658 
(230)
3,333 

During fiscal 2021, the balance of unrecognized tax benefits increased by $1,949 as a result of federal and various state jurisdictions'

uncertain tax positions, partially offset by a decrease of $230 as result of completing tax audits and the expiration of the statute of limitations in
various state jurisdictions. The related accrued penalties and interest for uncertain tax positions increased by $72.

During fiscal 2020, the balance of unrecognized tax benefits increased by $1,047 as a result of federal and various state jurisdictions’
uncertain tax positions, partially offset by a decrease of $227 as a result of completing tax audits and the expiration of the statute of limitations
in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions increased by $134.

During fiscal 2019, the balance of unrecognized tax benefits decreased by $814 as of completing state tax audits and the expiration of

the statute of limitations in various state jurisdictions, partially offset by an increase of $244, primarily related to various state jurisdictions’
uncertain tax positions. The related accrued penalties and interest for uncertain tax positions decreased by $25.

Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities. The following

tax years remain subject to examination by the major tax jurisdictions as follows:

Jurisdiction
United States

Years Open to Audit
2018, 2019, 2020 and 2021

The Company's income tax returns are examined periodically by various taxing authorities. The Company is currently under

examination in various state jurisdictions. Based on the current status of its income tax audits, the Company believes that it is reasonably
possible that there would be no material changes to the unrecognized tax benefits in the next twelve months.

Other Income Tax Matters—Prior to the passage of the TCJA, foreign undistributed earnings were generally subject to U.S. taxation

when repatriated. The TCJA imposed a one-time transition tax on previously untaxed accumulated earnings of foreign subsidiaries. The
Company has accumulated earnings and profits deficit, therefore did not record an additional tax liability for the transition tax. The TCJA
adopts a new quasi-territorial tax regime that eliminates U.S income taxes on dividends from foreign subsidiaries. The Company may still be
liable for foreign taxes, such as withholding taxes, if earnings are repatriated.

For the fiscal year ended September 30, 2021, the Company recorded no additional liability for United States or non-U.S. income taxes

on the undistributed income of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in
investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or
the Company has concluded that no additional tax liability will arise as a result of the distribution of such income.

76

For the fiscal year ended September 30, 2020, the Company did not record income tax or non-income tax expense related to the
remaining foreign earnings, and did not record any deferred tax liabilities for any basis differences in investments in subsidiaries as the earnings
are expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that there will
be no additional tax liability as a result of the distribution of the income.

As of September 30, 2021, certain subsidiaries had approximately $74,813 of undistributed income that the Company intends to

permanently reinvest. A liability could arise if the Company's intention to permanently reinvest such income were to change and amounts are
distributed by such subsidiaries or if such subsidiaries are ultimately disposed of. It is not practicable to estimate the additional income taxes
related to permanently reinvested income or the basis differences related to investments in subsidiaries.

The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a
multitude of jurisdictions across its global operations. The Company records tax liabilities for anticipated tax audit issues in the United States
and other tax jurisdictions based on the Company's estimate of whether, and the extent to which, additional taxes will be due. These tax
liabilities are reflected net of related tax loss carry-forwards. The Company adjusts these reserves in light of changing facts and circumstances.
However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from
the Company's current estimate of the tax liabilities.

As a result of the 2010 transactions that lead to the Company becoming an independent, stand-alone entity, the Company and Tyco
entered into an investment agreement in which Tyco has agreed to indemnify and hold harmless the Company and its subsidiaries and their
respective affiliates from and against any taxes of the Company with respect to any tax period ending on or before the closing of the 2010
transactions, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the 2010 transactions. In
addition, the Company has agreed to indemnify and hold harmless Tyco and its affiliates from and against any liability for any taxes of the
Company with respect to any tax period after the 2010 transactions.

8. EARNINGS PER SHARE

The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net

earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed.
The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and
therefore are considered to participate in undistributed earnings with common stockholders.

Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocable to common stock by the

weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net
earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive
effect of non-participating share-based awards.

The following table sets forth the computation of basic and diluted earnings per share:

77

 
(in thousands, except per share data)
Numerator:

Net income
Less: Undistributed earnings allocated to participating securities

Net income available to common shareholders

Denominator:

Basic weighted average common shares outstanding
Effect of dilutive securities: Non-participating employee stock
options (1)

Diluted weighted average common shares outstanding

Basic earnings per share
Diluted earnings per share

September 30, 2021

Fiscal Year Ended
September 30, 2020

September 30, 2019

$

$

$
$

587,857  $
11,380 
576,477  $

152,302  $
3,356 
148,946  $

46,569 

737 
47,306 

47,265 

779 
48,044 

12.38  $
12.19  $

3.15  $
3.10  $

139,051 
3,726 
135,325 

46,577 

1,200 
47,777 

2.91 
2.83 

(1) Stock options to purchase approximately 0.0 million, 0.3 million, and 0.4 million shares of common stock were outstanding during the years ended
September 30, 2021, September 30, 2020, and September 30, 2019, respectively, but were not included in the calculation of diluted earnings per share as the
impact of these would have been anti-dilutive.

78

9. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component, net of tax:
Currency translation
adjustments

Defined benefit
pension items

(in thousands)
Balance as of September 30, 2019

Other comprehensive (loss) income before reclassifications
Amounts reclassified from accumulated other comprehensive
loss

Net current period other comprehensive (loss) income

Balance as of September 30, 2020

Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
loss

Net current period other comprehensive income (loss)

Balance as of September 30, 2021

$

$

$

(23,818) $
(7,604)

661 
(6,943)
(30,761) $

10,453 

990 
11,443 
(19,318) $

(17,880) $
6,087 

— 
6,087 
(11,793) $

2,385 

— 
2,385 
(9,408) $

Total

(41,698)
(1,517)

661 
(856)
(42,554)

12,838 

990 
13,828 
(28,726)

The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income:

(in thousands)
Amortization of defined benefit pension items:

Amortization of net loss (included within other income,
net)
Tax expense

Net reclassifications for the period

$

$

10. INVENTORIES, NET

September 30, 2021

Fiscal Year Ended
September 30, 2020

September 30, 2019

1,327  $
(337)
990  $

888  $
(227)
661  $

101 
(25)
76 

A majority of the Company records inventory at the lower of cost (primarily last in, first out, or “LIFO”) or market or net realizable

value, as applicable. Approximately 81% and 73% of the Company's inventories are valued at the lower of LIFO cost or market at
September 30, 2021 and September 30, 2020, respectively.

(in thousands)
Purchased materials and manufactured parts, net
Work in process, net
Finished goods, net

Inventories, net

September 30, 2021

September 30, 2020

$

$

105,460  $
35,043 
145,486 
285,989  $

49,192 
24,113 
125,790 
199,095 

Total inventories would be $108,911 higher and $4,418 lower than reported as of September 30, 2021 and September 30, 2020,

respectively, if the first-in, first-out method was used for all inventories. During the years ended September 30, 2021 and September 30, 2020,
inventory quantities in specific pools were lower at the end of the period than the quantities at the beginning of the period. This reduction
resulted in a liquidation of LIFO inventory quantities carried at net lower costs prevailing in the respective prior years as compared with the cost
of respective current year purchases. The effect of this inventory reduction resulted in decreased cost of goods sold and increased operating
income of approximately $6,592 and $1,837.

As of September 30, 2021 and September 30, 2020, the excess and obsolete inventory reserve was $11,780 and $14,533, respectively.

79

    
    
11. PROPERTY, PLANT AND EQUIPMENT

As of September 30, 2021 and September 30, 2020, property, plant and equipment at cost and accumulated depreciation were as

follows:

(in thousands)
Land
Buildings and related improvements
Machinery and equipment
Leasehold improvements
Software
Construction in progress
Property, plant and equipment, at cost
Accumulated depreciation

Property, plant and equipment, net

September 30, 2021

September 30, 2020

$

$

23,043  $
136,680 
372,503 
9,720 
28,288 
43,055 
613,289 
(337,667)
275,622  $

20,460 
129,538 
332,260 
9,862 
27,028 
22,736 
541,884 
(297,993)
243,891 

Depreciation expense for fiscal years ended September 30, 2021, September 30, 2020 and September 30, 2019 was $44,913, $42,208

and $39,471, respectively.

12. GOODWILL AND INTANGIBLE ASSETS

Goodwill — Changes in the carrying amount of goodwill are as follows:

(in thousands)
Balance as of September 30, 2019

Exchange rate effects

Balance as of September 30, 2020
Goodwill acquired during year
Exchange rate effects

Balance as of September 30, 2021

Segment

Electrical

Safety & Infrastructure

Total

$

$

$

142,654  $
2,008 
144,662  $
9,948 
861 
155,471  $

43,577  $
— 
43,577  $
— 
— 
43,577  $

186,231 
2,008 
188,239 
9,948 
861 
199,048 

Goodwill balances include $3,924 and $43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure

segments, respectively, as of September 30, 2021 and September 30, 2020.

Intangible Assets — The following table provides the gross carrying value, accumulated amortization, and net carrying value for each

major class of intangible assets:

(in thousands)
Amortizable Intangible Assets:
Customer relationships
Other

Total
Indefinite-lived Intangible Assets:

Trade names

Total

September 30, 2021

September 30, 2020

Weighted
Average Useful
Life (Years)

Gross Carrying
Value

Accumulated
Amortization

Net Carrying
Value

Gross Carrying
Value

Accumulated
Amortization

Net Carrying
Value

11 $
8

371,048  $
23,633 
394,681 

(234,946) $
(11,411)
(246,357)

136,102  $
12,222 
148,324 

355,735  $
19,086 
374,821 

(202,677) $
(9,675)
(212,352)

153,058 
9,411 
162,469 

92,880 
487,561  $

$

— 

(246,357) $

92,880 
241,204  $

92,880 
467,701  $

— 

(212,352) $

92,880 
255,349 

80

    
    
 
 
Amortization expense for the fiscal years ended September 30, 2021, September 30, 2020 and September 30, 2019 was $33,644,

$32,262 and $32,876, respectively. Expected amortization expense for intangible assets over the next five years and thereafter is as follows (in
thousands):
2022
2023
2024
2025
2026
2027 and thereafter

32,723 
32,684 
28,110 
15,623 
14,133 
25,051 

$

Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, changes in estimated

useful lives, impairment of intangible assets, and other events.    

13. DEBT

Debt as of September 30, 2021 and September 30, 2020 was as follows:

(in thousands)
First Lien Term Loan Facility due December 22, 2023
New Senior Secured Term Loan Facility due May 26, 2028
Senior Notes Due June 1, 2031
ABL Credit Facility
Deferred financing costs

Long-term debt

September 30, 2021

September 30, 2020

$

$

—  $

371,095 
400,000 
— 
(12,709)
758,386  $

811,540 
— 
— 
— 
(7,804)
803,736 

During the three months ended September 30, 2020, the Company made a voluntary payment of principal on the First Lien Loan of
$40,000. During the three months ended December 25, 2020 and the three months ended September 30, 2021, the Company made voluntary
prepayments of principal on the First Lien Loan of $40,000 and the New Senior Secured Term Loan Facility of $26,000, respectively. The
voluntary prepayment on the New Senior Secured Term Loan Facility resulted in the removal of all principal payment requirements until the
contractual maturity of the debt in fiscal 2028.

As of September 30, 2021, future contractual maturities of long-term debt are as follows (in thousands):

2022
2023
2024
2025
2026

2027 and thereafter

$

$

— 
— 
— 
— 
— 
773,000 

New Senior Secured Term Loan Facility - On May 26, 2021, the Company entered into a new $400 million senior secured term loan

facility (the “New Senior Secured Term Loan Facility”). The New Senior Secured Term Loan Facility will mature on May 26, 2028 and
borrowings thereunder bear interest at the rate of either (x) LIBOR (with a floor of 0.50%) plus 2.00%, or (y) an alternate base rate (with a floor
of 1.50%) plus 1.00%. The New Senior Secured Term Loan Facility has an annual amortization rate of 1.00%.

Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $400 million aggregate principal amount of
4.25% Senior Notes due 2031 (the “Senior Notes”) in a private offering. The Senior Notes were sold only to qualified institutional buyers in
compliance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United
States in compliance with Regulation S of the Securities Act.

81

ABL Credit Facility — On August 28 2020, AII amended the ABL Credit Facility (the “Amended ABL Facility”). The amendment,
among other things, extended the maturity of the facility to August 28, 2023, and increased the interest rate margins applicable to loans under
the facility to (i) in the case of United States dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from 1.75% to
2.25%, or (y) an alternate base rate plus an applicable margin ranging from 0.75% to 1.25%, each based on available loan commitments or (ii)
in the case of Canadian dollar-denominated loans, either (x) the BA rate plus an applicable margin ranging from 1.75% to 2.25% or (y) a
Canadian prime rate plus an applicable margin ranging from 0.75% to 1.25%, each based on available loan commitments. The Amended ABL
Credit Facility bears a commitment fee, payable quarterly in arrears, of 0.375% per annum. The Amended ABL Credit Facility also bears
customary letter of credit fees. The revisions to the ABL Credit Facility were accounted for as a debt extinguishment, resulting in immediate
expensing of unamortized financing costs of $273 for the year ended September 30, 2020.    

On May 26, 2021, the Company entered into an amendment to the ABL Credit Facility. The amendment (i) extends the maturity of the
facility to the earlier of five years from entering into the amendment or 91 days prior to the maturity date of the New Senior Secured Term Loan
Facility if at least $100 million of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date (ii) decreases
the interest rate margins applicable to loans under the facility to (a) in the case of United States dollar-denominated loans, either (x) LIBOR plus
an applicable margin ranging from 1.25% to 1.75%, or (y) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% or (b)
in the case of Canadian dollar-denominated loans, either (x) the bankers acceptance rate plus an applicable margin ranging from 1.25% to 1.75%
or (y) a Canadian prime rate plus an applicable margin ranging from 0.25% to 0.75%. (iii) decreases the fee payable with respect to unutilized
availability under the facility from 0.375% to 0.30%, depending on the remaining availability under the ABL Credit Facility the rate may
decrease to 0.25% and (iv) made certain other changes agreed with the lenders under the ABL Credit Facility.

The Amended ABL Credit Facility has aggregate commitments of $325,000 and is guaranteed by AIH, the United States subsidiaries

owned directly or indirectly by AII and certain other restricted subsidiaries of AII that AII causes to be a subsidiary guarantor from time to time
including as of the closing date for the Amended ABL Credit Facility, Columbia-MBF, Inc., a corporation formed by amalgamation under the
laws of Canada (“Columbia-MBF”). AII's availability under the ABL Credit Facility was $315,499 and $265,899 as of September 30, 2021 and
September 30, 2020, respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85% of eligible
accounts receivable plus the lesser of (i) 80% of eligible inventory of each borrower and guarantor, valued at the lower of cost and fair market
value and (ii) 85% of the net orderly liquidation value of eligible inventory, subject to certain limitations. There were no borrowings outstanding
under the ABL Credit Facility as of September 30, 2021 and September 30, 2020, respectively.

The New Senior Secured Term Loan Facility and the ABL Credit Facility are secured by all of the assets of AII and the guarantors

under such facilities. The New Senior Secured Term Loan Facility has priority over all real property, plant and equipment, intellectual property
and capital stock of AII and any guarantor and any documents or instruments evidencing the foregoing assets. The ABL Credit Facility has
second priority over the foregoing assets. The ABL Credit Facility has first priority over cash and cash equivalents, accounts receivable,
inventory and other documents and instruments evidencing the foregoing assets. The New Senior Secured Term Loan Facility has second
priority over the foregoing assets.

The aforementioned debt instruments contain customary covenants typical for this type of financing, including limitations on
indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate
transactions and mergers and consolidations. Many of these covenants are only applicable when the Company has surpassed certain thresholds
relating to its indebtedness. Additionally, these debt instruments include customary events of default, including, among other things, payment
default, covenant default, payment defaults and accelerations under other indebtedness, judgment defaults and bankruptcy, insolvency or
reorganization affecting the Company or certain of its subsidiaries.

Use of Proceeds - The proceeds from the Senior Notes and the New Senior Secured Term Loan Facility were used to repay the
remaining principal of the existing First Lien Term Loan Facility of $772.0 million and $4.0 million of accrued interest. The Company
accounted for the repayment of the First Lien Term Loan Facility as an extinguishment of debt and recorded a $4.2 million loss on
extinguishment of debt. The Company accounted for the amendment to the ABL Credit Facility as a modification of debt.

14. FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis.

82

    
The Company uses forward currency contracts to hedge the effects of foreign exchange relating to certain of the Company's

intercompany receivables denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the
Company and the terms of these instruments range from six months to one year. Short-term forward currency contracts are recorded in prepaid
expenses and other current assets or other current liabilities and long-term forward currency contracts are recorded in other long-term assets or
other long-term liabilities in the consolidated balance sheets. The fair value gains and losses are included in other income, net within the
consolidated statements of operations. See Note 6, “Other Income, net” for further detail.

The total notional amounts of undesignated forward currency contracts were £37.4 million, £43.3 million and £45.0 million as of

September 30, 2021, September 30, 2020 and September 30, 2019. Cash flows associated with derivative financial instruments are recognized
in the operating section of the consolidated statements of cash flows. The fair value of forward currency contracts is calculated by reference to
current forward exchange rates for contracts with similar maturity profiles.

The following table presents the recurring assets and liabilities measured at fair value as of September 30, 2021 and September 30,

2020 in accordance with the fair value hierarchy:

(in thousands)
Assets

Cash equivalents

     Forward currency contracts
Liabilities

Forward currency contracts

September 30, 2021
Level 2 

Level 1 

Level 3 

Level 1 

September 30, 2020
Level 2  

Level 3 

$

489,987  $
— 

—  $
127 

—  $
— 

209,421  $
— 

—  $

2,209 

—  $

183 

— 

—  $

102 

— 
— 

— 

The Company’s remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying

value approximate their fair value due to their short-term nature.

The estimated fair value of financial instruments not carried at fair value in the consolidated balance sheets were as follows:

(in thousands)
First Lien Term Loan Facility due December 22, 2023
New Senior Secured Term Loan Facility due May 26, 2028
Senior Notes due June 2031

Total debt

September 30, 2021

September 30, 2020

Carrying Value
$

—  $

373,000 
400,000 
773,000  $

$

Fair Value

Carrying Value

Fair Value

—  $

371,486 
415,828 
787,314  $

812,120  $
— 
— 
812,120  $

808,060 
— 
— 
808,060 

In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions,

which were classified within Level 2 of the fair value hierarchy. The carrying value of the ABL Credit Facility approximates fair value due to it
being market-linked variable rate debt.

15. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of September 30, 2021, such obligations were
$247,166 for fiscal 2022, $5,333 for fiscal 2023 and $5,600 thereafter. These amounts represent open purchase orders for materials used in
production.

Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product,

property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess
coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on
management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation
of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual
claims experience, and ensure consistency in the data used in the actuarial valuation.

83

 
 
 
 
 
 
 
    
Legal Contingencies — Historically, a number of lawsuits have been filed against the Company and the Company has also received

other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or
sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties
when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” During fiscal
2019, after a court judgment was issued in one case between the Company and Tyco regarding the indemnification of expenses, fees and
settlement amounts relating to the incompatibility issue, the Company and Tyco entered into a global settlement regarding the issue. The
Company agreed to fund the total settlement in exchange for Tyco's agreement to cap the Company’s Special Products Claim deductible at
$12,000, as opposed to the $13,000 cap negotiated within the original indemnity agreement. In conjunction with the payment of that settlement,
Tyco and the Company examined the Company’s total Special Products Claim payments and agreed that with that settlement payment and
payment of a few other legal fee invoices, all of which have now been paid, the Company had met its $12,000 deductible obligation related to
these Special Products Claims. Tyco, now Johnson Controls, Inc. (“JCI”), has a contractual obligation to indemnify the Company in respect of
all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the
same sprinkler system. JCI is currently defending the Company in a few such Special Product Claims and since 2019 has defended and
indemnified the Company on Special Products Claims as required.

As of September 30, 2021, the Company believes that the range of reasonably possible losses for Special Products Claims and other

product liabilities is between $1,000 and $8,000.

At this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the

aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes
that its reserves are adequate for all remaining contingencies for Special Products Claims.

During the year ended September 30, 2020, one of the Company’s manufacturing facilities experienced a flood which resulted in

damages to certain property, plant and equipment.  This facility is covered under the Company’s property and casualty loss and business
interruption insurance policies.  During the year ended September 30, 2021, the Company settled the related insurance claim and received
$15,500 of business interruption recovery proceeds related to this incident. The amount was recorded as other income within the consolidated
statements of operations for the year ended September 30, 2021.

In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative
proceedings and other claims arising out of the ordinary conduct of the Company's business. These matters generally relate to disputes arising
out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations,
employment matters, personal injury claims and similar matters. On the basis of information currently available to the Company, it does not
believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash
flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that
could adversely affect its business, financial condition, results of operations or cash flows.

16. GUARANTEES

The Company has outstanding letters of credit totaling $9,501 supporting workers’ compensation and general liability insurance

policies and surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties
and taxes totaling $1,857 as of September 30, 2021.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks

including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate
environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods
prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to
unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the
Company's business, financial condition, results of operations or cash flows.

In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of
management, such obligations will not have a material adverse effect on the Company's business, financial condition, results of operations or
cash flows.

84

17. SEGMENT INFORMATION

Effective in the first quarter of fiscal 2021, the Company renamed and redefined its reportable segments.

The Electrical Raceway segment was renamed as the Electrical segment. The Electrical segment manufactures high quality products
used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves contractors in
partnership with the electrical wholesale channel.

The Mechanical Products & Solutions segment was renamed as the Safety & Infrastructure segment. This segment designs and
manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of
critical infrastructure. These solutions are marketed to contractors, original equipment manufacturers and end users.

Effective in the first quarter of fiscal 2021, the Company also implemented the Realignment of its segment financial reporting structure
such that its domestic cable management and prefabrication modular businesses are now reflected in its Safety & Infrastructure segment. These
businesses were previously reflected within the Electrical segment. See Note 1, “Basis of Presentation and Summary of Significant Accounting
Policies” for additional information. Prior year results have been revised for the impact of the Realignment for comparability.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the income (loss)

before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, loss on extinguishment of
debt, restructuring charges, stock-based compensation, certain legal matters, transaction costs, gain on purchase of business, gain on sale of a
business and other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery
related to damages of property, plant and equipment, release of indemnified uncertain tax positions, and realized or unrealized gain (loss) on
foreign currency impacts of intercompany loans and related forward currency derivatives.

Intersegment transactions primarily consist of product sales at designated transfer prices on an arm's-length basis. Gross profit earned

and reported within the segment is eliminated in the Company’s consolidated results. Certain manufacturing and distribution expenses are
allocated between the segments on a pro rata basis due to the shared nature of activities. Recorded amounts represent a proportional amount of
the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each
segment despite serving both segments. These shared assets are reported within the Safety & Infrastructure segment. We allocate certain
corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that
reasonably approximates an estimate of the use of these services.

External Net
Sales

September 30, 2021
Inter-
segment
Sales

Adjusted
EBITDA

External Net
Sales

Adjusted
EBITDA

External Net
Sales

Fiscal year ended
September 30, 2020
Inter-
segment
Sales

September 30, 2019
Inter-
segment
Sales

Adjusted
EBITDA

$ 2,229,862  $

3,437  $ 873,868  $ 1,267,988  $

2,559  $ 292,809  $ 1,389,056  $

1,271  $ 285,217 

698,152 
— 

168  $

81,827 

(3,605)

497,433 
— 

90  $

67,821 

(2,649)

527,482 
— 

29  $

77,407 

(1,300)

$ 2,928,014  $

— 

$ 1,765,421  $

— 

$ 1,916,538  $

— 

(in thousands)
Electrical
Safety &
Infrastructure
Eliminations

Consolidated
operations

(in thousands)
Electrical
Safety & Infrastructure
Unallocated

Consolidated
operations

$

$

September 30,
2021

Capital Expenditures
September 30,
2020

September 30,
2019

34,995  $
22,407 
7,072 

16,067  $
15,470 
2,233 

19,394  $
14,396 
1,070 

September 30,
2021
1,122,835  $
482,942 
604,322 

Total Assets
September 30,
2020

September 30,
2019

794,931  $
255,903 
507,691 

828,119 
296,369 
312,507 

64,474  $

33,770  $

34,860  $

2,210,099  $

1,558,525  $

1,436,995 

85

        
 
 
Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes: 

(in thousands)
Operating segment Adjusted EBITDA

Electrical
Safety & Infrastructure

Total

Unallocated expenses (a)
Depreciation and amortization
Interest expense, net
Loss on extinguishment of debt
Stock-based compensation
Gain on purchase of business
Other (b)

Income before income taxes

September 30, 2021

Fiscal Year Ended
September 30, 2020

September 30, 2019

$

$

$

873,868  $
81,827 
955,695  $
(58,148)
(78,557)
(32,899)
(4,202)
(17,047)
731 
14,428 
780,001  $

292,809  $
67,821 
360,630  $
(33,995)
(74,470)
(40,062)
(273)
(13,064)
— 
3,232 
201,998  $

285,217 
77,407 
362,624 
(38,216)
(72,347)
(50,473)
— 
(11,798)
7,384 
(12,505)
184,669 

(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as
certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

(b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax
positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, restructuring charges and related forward currency derivatives.

The Company’s long-lived assets and net sales by geography were as follows: 

(in thousands)
United States
Other Americas
Europe
Asia-Pacific

Total

September 30,
2021

Long-lived assets
September 30,
2020

September 30,
2019

$

$

258,069  $
6,180 
45,917 
6,569 
316,735  $

203,694  $
146 
41,283 
1,759 
246,882  $

86

September 30,
2021
2,637,118  $
53,151 
183,985 
53,760 
2,928,014  $

Net sales
September 30,
2020
1,563,258  $
26,421 
132,299 
43,443 
1,765,421  $

September 30,
2019
1,689,194 
33,485 
142,279 
51,580 
1,916,538 

219,614  $
147 
43,207 
1,998 
264,966  $

The table below shows the amount of net sales from external customers for each of the Company’s product categories which accounted

for 10% or more of consolidated net sales in any of the last three fiscal years: 

(in thousands)
Metal Electrical Conduit and Fittings
Plastic Pipe and Conduit
Electrical Cable and Flexible Conduit
Other Electrical products

Electrical

Mechanical Pipe
Other Safety & Infrastructure products

Safety & Infrastructure

Net sales

Risks and Concentrations

September 30, 2021

Fiscal Year Ended
September 30, 2020

September 30, 2019

$

$

612,137  $
893,199 
424,411 
300,115 
2,229,862 

395,289 
302,863 
698,152 
2,928,014  $

484,476  $
308,561 
322,888 
152,063 
1,267,988 

244,902 
252,531 
497,433 
1,765,421  $

546,533 
292,243 
382,464 
167,816 
1,389,056 

259,613 
267,869 
527,482 
1,916,538 

Concentration of Credit Risk — The Company extends credit to various customers in the retail and construction industries. Collection
of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company's overall
credit risk. Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of customers and
maintains reserves for potential credit losses. As of September 30, 2021, CED National represented 11% of the Company’s accounts receivable,
with no significant amounts past due. As of September 30, 2020, one customer, Sonepar Management US, Inc., represented 11% of the
Company’s accounts receivable balance due to increased sales in the last 60 days of the year. For fiscal 2021, 2020 and 2019, no single customer
accounted for more than 10% of sales.

Concentration of Employees — As of September 30, 2021, approximately 21% of the Company's employees were represented by a

union under a collective bargaining agreement. All unions are located in either the United States or Canada, with no unions or Worker's
Councils at any of the other locations abroad. On July 14, 2020, the Company and the United Steelworkers Union, representing approximately
350 employees, reached agreement on the terms of a new collective bargaining agreement for our largest facility in Harvey, Illinois, which
expires in April 2024. The Company believes its relationship with its employees is good.

87

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

Our President and CEO, William E. Waltz, and our Vice President and CFO, David P. Johnson, have evaluated our disclosure controls

and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual
Report on Form 10-K as required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act. Messrs. Waltz and Johnson have concluded
that both the design and operation of our disclosure controls and procedures were effective as of September 30, 2021.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) or Rule 15d-15(f) under the

Exchange Act, occurred during the fourth quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. 

Management’s Report on Internal Control over Financial Reporting 

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting. The
Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be

effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management assessed, under the supervision and with the participation of our President and CEO, William E. Waltz,

and our Vice President and CFO, David P. Johnson, the effectiveness of the Company’s internal control over financial reporting as of
September 30, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that, as of
September 30, 2021, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s

internal control over financial reporting for fiscal 2021.

88

    
    
    
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Atkore Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Atkore Inc. (formerly Atkore International Group Inc.) and subsidiaries (the
“Company”) as of September 30, 2021, 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 Company maintained, in all material
respects, effective internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control -
Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated financial statements as of and for the year ended September 30, 2021, of the Company and our report dated November 18, 2021,
expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial
Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a
public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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.

/s/ Deloitte & Touche LLP

Chicago, Illinois  
November 18, 2021

89

  
    
Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

90

    
Item 10. Directors, Executive Officers and Corporate Governance

PART III

The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2021 Annual Meeting of

Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to
General Instruction G to the Form 10-K.

Item 11. Executive Compensation

The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2021 Annual Meeting of

Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to
General Instruction G to the Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2021 Annual Meeting of

Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to
General Instruction G to the Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2021 Annual Meeting of

Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to
General Instruction G to the Form 10-K.

Item 14. Principal Accounting Fees and Services

The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2021 Annual Meeting of

Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to
General Instruction G to the Form 10-K.

91

    
    
    
    
PART IV

Item 15. Exhibits and Financial Statement Schedules

(a).         Financial Statements, Schedules and Exhibits.

1.           Financial Statements

Report of Independent Registered Public Accounting Firm contained in Item 8 of this Annual Report on Form 10-K.
Consolidated Statements of Operations for the years ended September 30, 2021, September 30, 2020, and September 30, 2019
contained in Item 8 of this Annual Report on Form 10-K.
Consolidated Statements of Comprehensive Income for the years ended September 30, 2021, September 30, 2020, and September
30, 2019 contained in Item 8 of this Annual Report on Form 10-K.
Consolidated Balance Sheets for the years ended September 30, 2021, and September 30, 2020 contained in Item 8 of this Annual
Report on Form 10-K.
Consolidated Statements of Cash Flows for the years ended September 30, 2021, September 30, 2020, and September 30, 2019
contained in Item 8 of this Annual Report on Form 10-K.
Consolidated Statements of Shareholders’ Equity for the three year period ended September 30, 2021 contained in Item 8 of this
Annual Report on Form 10-K.
Notes to the Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.

2.           Financial Statements Schedules

The following information is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial

statements contained in Item 8 of this Annual Report on Form 10-K:

Schedule I-Atkore Inc. (Parent) Condensed Financial Information
Schedule II-Valuation and Qualifying Accounts

 3.           Exhibits

49

51

52

53

54

56
57

97
101

93

The exhibits filed with this report are listed on the Exhibit Index. Entries marked by the symbol † next to the exhibit's number identify

management compensatory plans, contracts or arrangements.

Item 16. Form 10-K Summary

None.

92

 
 
 
 
 
 
 
 
 
Exhibit
Number

Exhibit Index

Exhibit Description

3.1

3.1.1

3.2

4.1

4.2

4.3

10.1

10.1.1

10.2*

10.3*

10.4

10.5*

10.6*

Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by referenc
Exhibit 10.2 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 201

Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Atkore International Group 
incorporated by reference to Exhibit 3.1 to Atkore Inc.’s Current Report on Form 8-K filed February 12, 2021.

Third Amended and Restated By-Laws of Atkore International Group Inc., incorporated by reference to Exhibit 10.1 t
Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019.

Form of Common Stock Certificate of Atkore International Group Inc., incorporated by reference to Exhibit 4.1 to Atk
International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

Description of Capital Stock of Atkore International Group Inc., incorporated by reference to Exhibit 4.2 to Atkore
International Group Inc.’s Amendment No. 1 on Form 10-K/A, filed on February 4, 2020, to amend Atkore Internation
Group Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, initially filed on November 2
2019.
Indenture, dated as of May 26, 2021, by and among Atkore Inc., the subsidiary guarantors and the Bank of New York
Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Atkore Inc.’s Current Report on F
8-K filed on June 2, 2021.

Amended and Restated Credit Agreement, dated as of August 28, 2020, among Atkore International, Inc., the subsidia
borrowers from time to time party thereto, the several banks and other financial institutions from time to time party th
and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral ag
incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on
September 1, 2020.

Amendment Number One to Credit Agreement, dated as of May 26, 2021, among Atkore International Inc., the subsid
of Atkore International Inc., the lenders and other financial institutions party thereto and Wells Fargo Bank, National
Association, as swingline lender, issuing lender, administrative agent and collateral agent thereunder, incorporated by
reference to Exhibit 10.2 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021.
Second Amended and Restated Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc.,
Atkore International Holdings Inc., Atkore International, Inc. and certain of its subsidiaries from time to time party the
in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent.

Amended and Restated Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-
Inc. and certain Atkore International, Inc. subsidiaries, in favor of Wells Fargo Bank, National Association, as collater
agent and administrative agent.

Term Loan Credit Agreement, dated as of May 26, 2021, by and among Atkore Inc., as parent, Atkore International In
borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral age
incorporated by reference to Exhibit 10.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021.

Intercreditor Agreement, dated as of May 26, 2021, by and between Wells Fargo Bank, National Association, in its cap
as collateral agent for the ABL secured parties and JPMorgan Chase Bank, N.A., in its capacity as collateral agent for 
Term Loan secured parties, together with additional parties from time to time party thereto.

Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings I
Atkore International, Inc. and certain subsidiaries of Atkore Inc. from time to time party thereto, in favor of JPMorgan
Chase Bank, N.A., as collateral agent and administrative agent.

93

 
 
 
 
10.7*

10.8†

10.9†

10.10†

10.11†

10.12†

10.12.1†*

10.13†

10.14†

10.14.1†*

10.14.2†*

10.15†*

10.16†

10.17†

10.18†

10.19†

10.20†

10.21

10.22†

Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-MBF Inc. and certain
subsidiaries of Atkore Inc., in favor of JPMorgan Chase Bank, N.A., as collateral agent and administrative agent.

Severance Policy, dated May 9, 2012, incorporated by reference to Exhibit 10.21 to AIH’s Annual Report on Form 10
the year ended September 23, 2012.

Atkore International Group Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.15 to AIH’s Registration
Statement on Form S-4 filed on June 3, 2011.

Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.16 to AIH’s Registration Statem
Form S-4 filed on June 3, 2011.

Form of Employee Stock Subscription Agreement (Purchased Shares), incorporated by reference to Exhibit 10.17 to A
Registration Statement on Form S-4 filed on June 3, 2011.

Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.25 to Atkore International Grou
Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

Schedule of Signatories to a Director Indemnification Agreement.

Atkore International Group Inc. Annual Incentive Plan, incorporated by reference to Exhibit 10.26 to Atkore Internati
Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

Atkore International Group Inc. 2020 Omnibus Incentive Plan, incorporated by reference to Annex A to Atkore
International Group Inc.’s Definitive Proxy Statement on Schedule 14A filed on December 13, 2019.

Form of Employee Restricted Stock Unit Agreement under the 2020 Omnibus Incentive Plan.

Employee Performance Share Agreement under the 2020 Omnibus Incentive Plan.

Non-Employee Director Compensation Program of Atkore Inc.

Form of Director Restricted Stock Unit Agreement under the 2016 Omnibus Equity Incentive Plan, incorporated by
reference to Exhibit 10.30 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 20

Form of Employee Stock Option Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 1
Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amend

Form of Employee Restricted Stock Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhib
10.4 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, a
amended.

Form of Employee Performance Share Agreement under the Omnibus Incentive Plan, incorporated by reference to Ex
10.5 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, a
amended.

Severance and Retention Policy for Senior Management, effective July 10, 2017, incorporated by reference to Exhibit
to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

Letter Agreement, dated May 4, 2018, by and among William Waltz, Atkore International Inc. and Atkore Internationa
Group Inc., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 1
filed on August 7, 2018.

Atkore International Group Inc. 2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.27 to A
International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

10.22.1†

Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Ex
10.28.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

94

 
 
10.22.2†

Form of Employee Restricted Stock Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to
Exhibit 10.28.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

10.22.3†*

Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan.

21.1*

23.1*

31.1*

31.2*

32.1*

32.2*

101.INS*

101.SCH*

101.CAL*

101.DEF*

101.LAB*

101.PRE*

104

List of Subsidiaries of Atkore Inc. as of September 30, 2021.

Consent of Deloitte & Touche LLP.

Certification of Chief Executive Officer of Atkore Inc. pursuant to Rule 13a-14, as adopted pursuant to Section 302 of
Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer of Atkore Inc. pursuant to Rule 13a-14, as adopted pursuant to Section 302 of 
Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer of Atkore Inc. pursuant to Section 1350 of Chapter 63 of Title 18 of the Unite
States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer of Atkore Inc. pursuant to Section 1350 of Chapter 63 of Title 18 of the United
States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document (formatted as inline XBRL)

XBRL Taxonomy Extension Schema (formatted as inline XBRL)

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.
† Identifies each management contract or compensatory plan or arrangement.

95

 
SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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.

Date: November 18, 2021

By:

ATKORE INC.
(Registrant)
/s/ David P. Johnson
Vice President and Chief Financial Officer (Principal Financial Officer and Principal
Accounting 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 and in the capacities and on the dates indicated.   
Date: November 18, 2021

By:

/s/ Michael V. Schrock
Name:
Title:

Michael V. Schrock
Director and Chairman of the Board

Date: November 18, 2021

Date: November 18, 2021

Date: November 18, 2021

Date: November 18, 2021

Date: November 18, 2021

Date: November 18, 2021

Date: November 18, 2021

Date: November 18, 2021

Date: November 18, 2021

By:

By:

By:

By:

By:

By:

By:

By:

By:

/s/ William E. Waltz
Name:
Title:

William E. Waltz
President and Chief Executive Officer, Director (Principal Executive Officer)

/s/ David P. Johnson
Name:

David P. Johnson
Vice President and Chief Financial Officer (Principal Financial Officer and
Principal Accounting Officer)

Title:

/s/ Betty R. Johnson
Name:
Title:

Betty R. Johnson
Director

/s/ Jeri L. Isbell
Name:
Title:

Jeri L. Isbell
Director

/s/ Wilbert W. James Jr.
Name:
Title:

Wilbert W. James Jr.
Director

/s/ Justin A. Kershaw
Name:
Title:

Justin A. Kershaw
Director

/s/ Scott H. Muse
Name:
Title:

Scott H. Muse
Director

/s/ William VanArsdale
Name:
Title:

William VanArsdale
Director

/s/ A. Mark Zeffiro
Name:
Title:

A. Mark Zeffiro
Director

96

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SCHEDULE I
ATKORE INC. (PARENT)
CONDENSED FINANCIAL INFORMATION
CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)
Assets
Investment in subsidiary

Total Assets

Liabilities and Equity
Total Liabilities

Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 45,997,159 and
47,407,023 shares issued and outstanding, respectively
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss

Total Equity

Total Liabilities and Equity

September 30, 2021

September 30, 2020

$

$

$

$

864,736  $
864,736 

378,410 
378,410 

—  $

— 

461  $

(2,580)
506,921 
388,660 
(28,726)
864,736 
864,736  $

475 
(2,580)
487,223 
(64,154)
(42,554)
378,410 
378,410 

See Notes to Condensed Financial Information

97

SCHEDULE I
ATKORE INC. (PARENT)
CONDENSED FINANCIAL INFORMATION
CONDENSED STATEMENTS OF OPERATIONS

(in thousands)
Equity in net income of subsidiary
Net income
Other comprehensive (loss) income of subsidiary, net of tax

Comprehensive income

$

Fiscal Year Ended
September 30, 2020

September 30, 2021
$

587,857  $
587,857 
13,828 
601,685  $

152,302  $
152,302 
(856)
151,446  $

September 30, 2019
139,051 
139,051 
(22,927)
116,124 

See Notes to Condensed Financial Information

98

SCHEDULE I
ATKORE INC. (PARENT)
CONDENSED FINANCIAL INFORMATION
CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)
Cash Flows from Operating Activities:

September 30, 2021

For the Year Ended
September 30, 2020

September 30, 2019

Net cash provided by operating activities

$

—  $

—  $

— 

Cash Flows from Investing Activities:
Distribution received from subsidiary
Distribution paid to subsidiary

Net cash provided by investing activities

Cash Flows from Financing Activities:
Issuance of common stock, net of taxes withheld
Repurchase of common shares

Net cash used in financing activities

Net change in cash and cash equivalents

Cash and cash equivalents:
Beginning

Ending

135,066 
(2,660)
132,406 

2,660 
(135,066)
(132,406)

— 

— 
—  $

$

15,011 
2,972 
17,983 

(2,972)
(15,011)
(17,983)

— 

— 
—  $

24,419 
(7,374)
17,045 

7,374 
(24,419)
(17,045)

— 

— 
— 

See Notes to Condensed Financial Information

99

SCHEDULE I
ATKORE INC. (PARENT)
CONDENSED FINANCIAL INFORMATION
NOTES TO CONDENSED FINANCIAL INFORMATION
(dollars in thousands)

1. Description of Atkore Inc.

Atkore Inc. (the “Company,” “Parent” or “Atkore”) was incorporated in the State of Delaware on November 4, 2010 under the name

Atkore International Group Inc. The Company is the stockholder of Atkore International Holdings Inc. (“AIH”), which is the sole stockholder of
Atkore International Inc. (“AII”). Prior to the transactions described below, all of the capital stock of AII was owned by Tyco International Ltd.
(“Tyco”). The business of AII was operated as the Tyco Electrical and Metal Products (“TEMP”) business of Tyco. Atkore was initially formed
by Tyco as a holding company to hold ownership of TEMP.

On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied

Holdings, L.P. (the “CD&R Investor”), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC (“CD&R”). On December 22, 2010,
the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the “Preferred
Stock”) of the Company. The Preferred Stock initially represented 51% of the Company's outstanding capital stock (on an as-converted basis).
On December 22, 2010, the Company also issued common stock (the “Common Stock”) to Tyco's wholly owned subsidiary, Tyco International
Holding S.à.r.l. (“Tyco Seller”), that initially represented the remaining 49% of the Company's outstanding capital stock. Subsequent to
December 22, 2010, the Company has operated as an independent, stand-alone entity.

On March 6, 2014, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with Tyco for the acquisition (the
“Acquisition”) of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $250,000 to Tyco Seller to
redeem the shares, which were subsequently retired. The Company paid $2,000 of expenses related to the share redemption.

In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into

Common Stock. As a result, Common Stock is the Company's sole issued and outstanding class of securities.

The Parent has no significant operations or assets other than its indirect ownership of the equity of AII. Accordingly, the Parent is

dependent upon distributions from AII to fund its obligations. However, under the terms of the agreements governing AII's borrowings, AII's
ability to pay dividends or lend to Atkore Holding or the Parent, is restricted. While certain exceptions to the paying dividends or lending funds
restrictions exist, these restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of the Company's
subsidiaries exceeding 25% of the consolidated net assets of the Company and its subsidiaries. Atkore Holding has no obligations to pay
dividends to the Parent except to pay specified amounts to Parent in order to fund the payment of the Parent's tax obligations.

2. Basis of Presentation

The accompanying condensed Parent only financial statements are required in accordance with Rule 4-08(e)(3) of Regulation S-X. The

financial statements include the amounts of the Parent and its investment in its subsidiaries under the equity method and does not present the
financial statements of the Parent and its subsidiaries on a consolidated basis. Under the equity method, investment in its subsidiaries is stated at
cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received since the date of acquisition. These
condensed Parent only financial statements should be read in conjunction with the Atkore Inc. consolidated financial statements and their
accompanying notes.

3. Dividends and Distributions from Subsidiaries

The Company received distributions of $135,066, $15,011, and $24,419 from its subsidiaries for the years ended September 30, 2021,

September 30, 2020 and September 30, 2019, respectively. The distributions received in fiscal 2021, 2020 and 2019 were used to repurchase
shares of the Company's common stock. These dividends were permissible under an exception to the net asset restrictions of the agreements
governing AII's borrowings, which allow for dividend payments from AII to AIH or the Parent for the purpose of repurchasing shares of
Parent's common stock.

100

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS 

(in thousands)
Accounts Receivable Allowance for Current
and Expected Credit Losses:
For the fiscal year ended:

2021
2020
2019

Deferred Tax Valuation Allowance:
For the fiscal year ended:

2021
2020
2019

Balance at Beginning
of Year

Additional
(Charges)/Benefit to
Income

Write offs and
Other

Balance at End of
Year

(339)
(1,990)
(970)

(2,190)
(2,047)
(346)

996  $
1,431  $
124  $

(2,510)
(3,167)
(2,608)

870  $
(392) $
9  $

(11,523)
(10,203)
(7,764)

$
$
$

$
$
$

(3,167)
(2,608)
(1,762)

(10,203)
(7,764)
(7,427)

101