What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-11-18 compared with 2020-11-19 · 164 added, 177 removed, 62 unchanged (85% of the section changed)

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 condition are subject to various risks as set forth in Part I, Item 1A, ''Risk Factors'' 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 International Group 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.

1 unchanged sentence

(“AIH”), which in turn is the sole stockholder of Atkore International, Inc.

We are a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products and Solutions ("MP&S") for the construction and industrial markets.

Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure's electrical circuitry from the original power source to the final outlet.

MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications.

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, the 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.

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 September 30, 2020, there were $35.0 million of authorized repurchases remaining.

See Item 5, ''Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities'' for additional information.

Our principal Electrical Raceway products include electrical conduit and fittings, armored cable and fittings, cable trays and mounting systems and fittings, which are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel (" MR&R ") markets.

Our MP&S principal products are metal framing and in-line galvanized mechanical tube.

Our metal framing products are used in the installation of electrical systems and various support structures.

In total, we operate 37 manufacturing facilities and 28 distribution facilities that enable us to efficiently receive materials from our suppliers and deliver products to our customers.

In fiscal 2020 , 89% of our net sales were to customers located in the United States.

An overview of our product offerings is provided below:

Product Category

Sample Products

Sample Product Images

Electrical Raceway

Metal Electrical Conduit and Fittings

Metal Conduit:

Electrical Metallic Tubing (EMT)

Allied Tube & Conduit

Intermediate Metal Conduit (IMC)

Galvanized Rigid Conduit (GRC)

Metal Conduit Fittings:

Konkore Fittings

Conduit Bodies

PVC Electrical Conduit & Fittings

Rigid Non-Metallic Conduit (RNC)

Allied Tube & Conduit

PVC Conduit Fittings:

Heritage Plastics

Conduit Bodies

Corrosion Resistant Conduit

Stainless conduit

PVC coated conduit

Aluminum conduit

Flexible Electrical Conduit and Fittings

Flexible Electrical Conduit:

Flexible Metallic Conduit (FMC)

AFC Cable Systems

Liquidtight Flexible Metal Conduit (LFMC)

Liquidtight Flexible Non-Metallic Conduit (LNFC)

Flexible Metallic Tubing (FMT)

Flexible Electrical Conduit Fittings:

Cord Connectors

Angle Connectors

Armored Cable and Fittings

Armored Cable:

Metal Clad Cable (MC)

AFC Cable Systems

Armor Clad Cable (AC)

Healthcare Facility Cable (HFC)

Armored Cable Fittings:

Service Entry Fittings

Cable Tray & Cable Ladders

Ladder Cable Tray

Hat Cable Tray

Channel Cable Tray

I Beam Cable Tray

Wire Basket Cable Tray

Product Category

Sample Products

Sample Product Images

Metal Framing & Fittings

Channel Fittings

Pipe Clamps/Hangers

Concrete Inserts

Construction Services

Design, Fabrication and Installation Services

Unistrut Construction

Modular support structures

Fall protection

Mechanical Pipe

In-line galvanized mechanical tube

Allied Tube & Conduit

Non-galvanized tube

Fabrication services

Security Confinement

Power Station

Military/Border

Law Enforcement

Our products are primarily marketed by commissioned agents and sold directly to electrical and industrial distributors who resell our products under recognized brand names, including Allied Tube & Conduit, AFC Cable Systems, Heritage Plastics, Unistrut, Power-Strut, Cope and Calpipe as well as certain other sub-brands that are used regionally or in niche markets.

Our commissioned agents are selected, trained and managed by our regional sales teams and supported by product managers who ensure that agents are adequately knowledgeable and sufficiently trained to represent our brands to our distribution customers.

We stimulate end-user demand by promoting our products and solutions directly to architects, electrical engineers, electrical contractors and electrical code authorities.

We also work directly with electrical contractors, who install Electrical Raceway products on new construction or renovation projects to assist them in selecting the most effective electrical raceway solution.

In certain of the markets we serve, we market directly to electrical and industrial distributors, original equipment manufacturers (" OEMs ") and governmental entities.

We primarily sell and distribute our products through electrical, industrial and specialty distributors and OEMs .

For many of the more than 13,000 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, which 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 84% of our net sales for fiscal 2020 .

We distribute our products to electrical and industrial distributors from our manufacturing and distribution facilities as well as from over 40 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, conveyor systems and fabric cover buildings.

OEM sales accounted for approximately 16% of our net sales for fiscal 2020 .

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

Products are generally delivered to the dedicated distribution centers from our 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, primarily via semi-tractor trailer.

Our sales and marketing processes are primarily focused on serving our immediate customers, including electrical, industrial and specialty distributors and OEMs .

We believe customers view us as offering a strong value proposition based on our broad product offering, strong brands, short order cycle times, reliability and consistent product quality.

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.

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.

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.

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.

1 unchanged sentence

Fiscal Year Ended

(in millions)

September 30, 2020

September 30, 2019

September 30, 2018

(in millions) September 30, 2021 September 30, 2020 September 30, 2019

United States $ 2,637 $ 1,563 $ 1,689

International 291 202 228

Total $ 2,928 $ 1,765 $ 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.

3 unchanged sentences

Electrical Services Inc., Crescent Electric Supply Co.

and United Electric Supply Company, Inc.) and members of buying groups (such as Affiliated Distributors, Inc.

and IMARK Group, Inc.) as well as industrial distributors and big-box retailers (such as The Home Depot, Inc., Fastenal Company, HD Supply Holdings, Inc., McMaster-Carr Supply Co., Menard, Inc.

Grainger, Inc.).

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 the manufacture of our products.

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 on world markets and are in sufficient quantity that we may avoid disruption to our business if we encountered an interruption from one of our existing suppliers.

Our primary suppliers of steel are ArcelorMittal, Cleveland-Cliffs and Nucor;

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;

1 unchanged sentence

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.

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.

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.

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 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.

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 as well as by adverse economic conditions or widespread detrimental public health conditions, including the pandemic caused by the spread of the novel coronavirus (COVID-19) in fiscal 2020 which resulted in delays in projects during the third and fourth quarters of the 2020 fiscal year.

Manufacturing

We currently manufacture products in 37 facilities and operate a total footprint of approximately 6 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, China, New Zealand, Russia and the United Kingdom.

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 galvanization.

The industries in which we operate are highly competitive.

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.

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.

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.

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 particular product.

We believe our customers purchase from us because we provide value through the quality of our products and the timeliness of our delivery.

Competition is generally on the basis of product offering, product innovation, quality, service and price.

There are many competitors in each of our segments.

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 Raceway:

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

Mechanical Products & Solutions:

Metal Framing:

B-Line (part of Eaton Corporation plc), Thomas & Betts (part of ABB Ltd.) and Haydon Corporation

Mechanical Tube:

Zekelman Industries, Inc.

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

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

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 TM company.

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:

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.

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%;

and Diversity Equity & Inclusion 80%.

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

7 unchanged sentences

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 valued 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.

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.”

Management of Information Technology Systems

Historically, information technology has not been a significant differentiator for us in our markets, however, we believe that ease of doing business with us will become increasingly important to our growth.

Currently, we operate our business using widely 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 which we believe will improve the overall order entry process.

Additionally, during fiscal 2016, we invested more than $6 million and installed and implemented 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 have spent over $15.3 million to date on this project, which went live in the fourth quarter of fiscal 2018.

Human Capital Resources

As of September 30, 2020 , we employed approximately 3,700 total full-time equivalent employees of whom approximately 12% are temporary or contract workers.

Our employees are primarily located in the United States, with about 19% employed at our international locations in Australia, Belgium, Canada, China, New Zealand, Russia and the United Kingdom.

As of September 30, 2020 , approximately 24% 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-negotiation.

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.

We believe our relationship with our employees is good.

As part of our human capital resource objectives, we seek to recruit, retain and incentivize our employees by utilizing strategic workforce planning to forecast future needs, building and leveraging an inclusive leadership mindset, and applying a robust performance management process, including our onboarding and immersion program.

The purpose of the onboarding and immersion program is to introduce new hires and transition employees to the Company and their roles to accelerate learning and exposure to key systems used at Atkore, provide clarity about Atkore’s strategy, vision, mission and values, and ensure that every employee begins to develop a productive network of key stakeholders with whom they will interact during the performance of their jobs.

Regulatory Matters

8 unchanged sentences

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 condition, results of operations, cash flows or competitive position.

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.

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 claims.

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 condition, results of operations or cash flows.

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.

3 unchanged sentences

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.

We expect to achieve compliance in accordance with the negotiated schedule.

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.

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 condition, results of operations or cash flows.

In April 2014, we received from the City of Phoenix the terms of an industrial wastewater discharge permit renewal that contains more rigorous wastewater discharge limits for our Phoenix, Arizona facility.

We do not currently expect that any such obligations would have a material effect on our financial condition, results of operations or cash flows.

We continue to work towards compliance and have kept the IPEA informed on our progress.

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

1 unchanged sentence

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 condition, results of operations or cash flows.

Impacts of COVID-19

The outbreak of the novel coronavirus (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, 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 health-related precautions.

Given the continued volatility within the economic impacts of the pandemic it is too early to make any judgment on how significant the COVID-19 effect will 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 future.

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

Currently, none of our facilities are closed due to COVID-19 related developments.

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.

Available Information

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.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business