What changed in this filing

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Item 9A. Controls and Procedures

2021-11-18 compared with 2020-11-19 · 75 added, 81 removed, 190 unchanged (45% of the section changed)

17 unchanged sentences

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 and Touche LLP, has issued an audit report on the Company's internal control over financial reporting for fiscal 2020 .

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.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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 International Group Inc.

and subsidiaries (the “Company”) as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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, 2020, of the Company and our report dated November 19, 2020, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of Financial Accounting Standards Board Accounting Standards Codification 842, Leases .

Basis for Opinion

17 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

25 unchanged sentences

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 International Group Inc.

Schedule I-Atkore Inc.

(Parent) Condensed Financial Information 97

4 unchanged sentences

Exhibit Index

Exhibit Number

Exhibit Description

Exhibit Number Exhibit Description

3.1 Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019.

3.1.1 Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 3.1 to Atkore Inc.’s Current Report on Form 8-K filed February 12, 2021.

3.2 Third Amended and Restated By-Laws of Atkore International Group Inc., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019.

2 unchanged sentences

1 on Form 10-K/A, filed on February 4, 2020, to amend Atkore International Group Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, initially filed on November 22, 2019.

Amended and Restated First Lien Credit Agreement, dated as of December 22, 2016, among Atkore International, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other loan parties party thereto and the several banks and other financial institutions party thereto, incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Current Report on Form 8-K filed on December 22, 2016 .

First Amendment to Amended and Restated First Lien Credit Agreement, dated as of February 2, 2018 among Atkore International, Inc., a Delaware corporation, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the Lenders and other financial institutions party thereto, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.'s Current Report on Form 8-K filed on February 5, 2018.

Increase Supplement, dated as of February 2, 2018, to the Amended and Restated First Lien Credit Agreement, dated as of December 22, 2016 (as amended by the First Amendment to Amended and Restated First Lien Credit Agreement, dated as of February 2, 2018, and as further amended, supplemented, waived or otherwise modified from time to time), among Atkore International, Inc., a Delaware corporation, the several banks and other financial institutions from time to time parties thereto, and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.'s Current Report on Form 8-K filed on February 5, 2018.

First Lien Guarantee and Collateral Agreement, dated as of April 9, 2014, made by Atkore International Holdings Inc., Atkore International, Inc., and certain subsidiaries of Atkore International, Inc.

from time to time party thereto, in favor of Deutsche Bank AG New York Branch, as collateral agent and administrative agent for the banks and other financial institutions from time to time parties to the First Lien Credit Agreement, incorporated by reference to Exhibit 10.5 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.

Second Amendment to First Lien Credit Agreement and First Amendment to and Reaffirmation of Guarantee and Collateral Agreement, dated as of December 22, 2016, among Atkore International, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other loan parties party thereto and the several banks and other financial institutions party thereto, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on December 22, 2016.

Intercreditor Agreement, dated as of December 22, 2010, between UBS AG, Stamford Branch, in its capacity as collateral agent for the ABL Credit Agreement lenders and Wilmington Trust FSB, in its capacity as collateral agent for the Noteholder Secured Parties, incorporated by reference to Exhibit 10.9 to AIH’s Registration Statement on Form S-4 filed on August 12, 2011.

First Amendment and Waiver, dated as of April 9, 2014, to the Intercreditor Agreement, dated as of December 22, 2010, among UBS AG, Stamford Branch, in its capacity as ABL Agent and Deutsche Bank AG New York Branch, in its capacity as Note Agent, incorporated by reference to Exhibit 10.7.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.

4.3 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 Form 8-K filed on June 2, 2021.

10.1 Amended and Restated Credit Agreement, dated as of August 28, 2020, among Atkore International, Inc., the subsidiary borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on September 1, 2020 .

Amended and Restated Guarantee and Collateral Agreement, dated as of August 28, 2020, made by Atkore International Holdings Inc., Atkore International, Inc.

and certain of its subsidiaries from time to time party thereto, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent, incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Current Report on Form 8-K filed on September 1, 2020 .

Canadian Guarantee and Collateral Agreement, dated as of August 28, 2020, made by Columbia-MBF Inc., in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent, incorporated by reference to Exhibit 10.3 to Atkore International Group Inc.’s Current Report on Form 8-K filed on September 1, 2020.

Canadian Term Loan Guarantee and Collateral Agreement, dated as of August 28, 2020, made by Columbia-MBF Inc.

and certain subsidiaries of Atkore International, Inc.

from time to time party thereto, in favor of Deutsche Bank AG New York Branch, as collateral agent, incorporated by reference to Exhibit 10.4 to Atkore International Group Inc.’s Current Report on Form 8-K filed on September 1, 2020.

10.1.1 Amendment Number One to Credit Agreement, dated as of May 26, 2021, among Atkore International Inc., the subsidiaries 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.

10.2* 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 thereto, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent.

10.3* Amended and Restated Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-MBF Inc.

and certain Atkore International, Inc.

subsidiaries, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent.

10.4 Term Loan Credit Agreement, dated as of May 26, 2021, by and among Atkore Inc., as parent, Atkore International Inc., as borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021.

10.5* Intercreditor Agreement, dated as of May 26, 2021, by and between Wells Fargo Bank, National Association, in its capacity as collateral agent for the ABL secured parties and JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Term Loan secured parties, together with additional parties from time to time party thereto.

10.6* Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings Inc., 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.

10.7* 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.

10.8† Severance Policy, dated May 9, 2012, incorporated by reference to Exhibit 10.21 to AIH’s Annual Report on Form 10-K for the year ended September 23, 2012.

9 unchanged sentences

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 Stock Option Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

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.

Atkore International Group Inc.

Non-Employee Director Compensation Program, incorporated by reference to Exhibit 10.29 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

10.14.1†* Form of Employee Restricted Stock Unit Agreement under the 2020 Omnibus Incentive Plan.

10.14.2†* Employee Performance Share Agreement under the 2020 Omnibus Incentive Plan.

10.15†* Non-Employee Director Compensation Program of Atkore Inc.

10.16† 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, 2016.

3 unchanged sentences

10.20† Severance and Retention Policy for Senior Management, effective July 10, 2017, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

Stock Purchase Agreement, dated January 19, 2018, by and among Atkore International Group Inc.

and CD&R Allied Holdings, L.P., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on January 22, 2018.

Commitment Letter, dated January 19, 2018, by and among Atkore International Group Inc., Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc.

incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Current Report on Form 8-K filed on January 22, 2018.

Letter Agreement, dated as of January 24, 2018, by and among Atkore International, Inc., Deutsche Bank AG New York Branch, Deutsche Bank Securities, Inc., JPMorgan Chase Bank, N.A., UBS Securities LLC and UBS AG, Stamford Branch, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on January 24, 2018.

10.21 Letter Agreement, dated May 4, 2018, by and among William Waltz, Atkore International Inc.

and Atkore International Group Inc., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed on August 7, 2018.

Succession agreement dated June 7, 2019, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.'s Quarterly Report on Form 10-Q filed on August 7, 2019.

List of Subsidiaries of Atkore International Group Inc.

10.22† Atkore International Group Inc.

2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.27 to Atkore 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 Exhibit 10.28.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

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* List of Subsidiaries of Atkore Inc.

as of September 30, 2021.

23.1* Consent of Deloitte & Touche LLP.

Certification of Chief Executive Officer of Atkore International Group Inc.

31.1* Certification of Chief Executive Officer of Atkore Inc.

pursuant to Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer of Atkore International Group Inc.

31.2* Certification of Chief Financial Officer of Atkore Inc.

pursuant to Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer of Atkore International Group Inc.

32.1* Certification of Chief Executive 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.

Certification of Chief Financial Officer of Atkore International Group Inc.

32.2* 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.

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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.

ATKORE INTERNATIONAL GROUP INC.

November 19, 2020

November 18, 2021 By:

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.

November 19, 2020

November 18, 2021 By:

/s/ Michael V.

Director and Chairman of the Board

November 19, 2020

November 18, 2021 By:

/s/ William E.

President and Chief Executive Officer, Director (Principal Executive Officer)

November 19, 2020

November 18, 2021 By:

Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

November 19, 2020

November 18, 2021 By:

/s/ Wilbert W.

November 19, 2020

November 18, 2021 By:

/s/ Justin A.

November 19, 2020

November 18, 2021 By:

/s/ William VanArsdale

William VanArsdale

November 19, 2020

ATKORE INTERNATIONAL GROUP INC.

November 18, 2021 By:

CONDENSED FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)

September 30, 2020

September 30, 2019

(in thousands, except share and per share data) September 30, 2021 September 30, 2020

Investment in subsidiary $ 864,736 $ 378,410

Total Assets 864,736 378,410

Liabilities and Equity

2 unchanged sentences

Treasury stock, held at cost, 260,900 and 260,900 shares, respectively

( 2,580 ) ( 2,580 )

Additional paid-in capital 506,921 487,223

Accumulated deficit

Retained earnings 388,660 ( 64,154 )

Accumulated other comprehensive loss ( 28,726 ) ( 42,554 )

Total Equity 864,736 378,410

Total Liabilities and Equity $ 864,736 $ 378,410

See Notes to Condensed Financial Information

ATKORE INTERNATIONAL GROUP INC.

CONDENSED FINANCIAL INFORMATION

1 unchanged sentence

Fiscal Year Ended

(in thousands)

September 30, 2020

September 30, 2019

September 30, 2018

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

Equity in net income of subsidiary $ 587,857 $ 152,302 $ 139,051

Net income 587,857 152,302 139,051

Other comprehensive (loss) income of subsidiary, net of tax 13,828 ( 856 ) ( 22,927 )

1 unchanged sentence

See Notes to Condensed Financial Information

ATKORE INTERNATIONAL GROUP INC.

CONDENSED FINANCIAL INFORMATION

1 unchanged sentence

For the Year Ended

(in thousands)

September 30, 2020

September 30, 2019

September 30, 2018

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

Cash Flows from Operating Activities:

10 unchanged sentences

Cash and cash equivalents:

Beginning — — —

Ending $ — $ — $ —

See Notes to Condensed Financial Information

ATKORE INTERNATIONAL GROUP INC.

CONDENSED FINANCIAL INFORMATION

1 unchanged sentence

(dollars in thousands)

Description of Atkore International Group Inc.

Atkore International Group Inc.

(the "Company," "Parent" or "Atkore") was incorporated in the State of Delaware on November 4, 2010.

Description of 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.

24 unchanged sentences

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 International Group Inc.

These condensed Parent only financial statements should be read in conjunction with the Atkore Inc.

consolidated financial statements and their accompanying notes.

4 unchanged sentences

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Balance at Beginning of Year

Additional (Charges)/Benefit to Income

Write offs and Other

Balance at End of Year

Accounts Receivable Allowance for Doubtful Accounts:

(in thousands) Balance at Beginning of Year Additional (Charges)/Benefit to Income Write offs and Other Balance at End of Year

Accounts Receivable Allowance for Current and Expected Credit Losses:

For the fiscal year ended:

2021 $ ( 3,167 ) ( 339 ) 996 $ ( 2,510 )

2020 $ ( 2,608 ) ( 1,990 ) 1,431 $ ( 3,167 )

2019 $ ( 1,762 ) ( 970 ) 124 $ ( 2,608 )

Deferred Tax Valuation Allowance:

For the fiscal year ended:

2021 $ ( 10,203 ) ( 2,190 ) 870 $ ( 11,523 )

2020 $ ( 7,764 ) ( 2,047 ) ( 392 ) $ ( 10,203 )

2019 $ ( 7,427 ) ( 346 ) 9 $ ( 7,764 )

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 9A. Controls and Procedures