What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-02 compared with 2022-05-03 · 146 added, 88 removed, 420 unchanged (36% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Six months ended

(in thousands, except per share data) Note March 25, 2022 March 26, 2021 March 25, 2022 March 26, 2021

Three months ended Nine months ended

(in thousands, except per share data) Note June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

Net sales $ 1,061,590 $ 853,658 $ 2,884,963 $ 2,004,283

5 unchanged sentences

Interest expense, net 7,243 8,090 21,676 24,760

Loss on extinguishment of debt — 4,202 — 4,202

Other income, net 5 150 ( 509 ) ( 964 ) ( 8,180 )

7 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Six months ended

(in thousands) Note March 25, 2022 March 26, 2021 March 25, 2022 March 26, 2021

Three months ended Nine months ended

(in thousands) Note June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

Net income $ 254,313 $ 175,297 $ 692,631 $ 385,296

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) Note March 25, 2022 September 30, 2021

(in thousands, except share and per share data) Note June 24, 2022 September 30, 2021

Current Assets:

37 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

(in thousands) Note March 25, 2022 March 26, 2021

Nine months ended

(in thousands) Note June 24, 2022 June 25, 2021

Operating activities:

5 unchanged sentences

Amortization of right-of-use assets 9,868 10,545

Loss on extinguishment of debt — 4,202

Other non-cash adjustments to net income 13,268 ( 964 )

16 unchanged sentences

Repayments of long-term debt 12 — ( 812,120 )

Proceeds from issuance of long-term debt 12 — 798,000

Payment for debt financing costs and fees — ( 11,294 )

Issuance of common stock, net of shares withheld for tax ( 24,312 ) 65

Repurchase of common stock ( 396,929 ) ( 110,063 )

Other, net — ( 11 )

Net cash used for financing activities ( 421,241 ) ( 135,412 )

Effects of foreign exchange rate changes on cash and cash equivalents ( 3,481 ) 3,765

Decrease in cash and cash equivalents ( 185,890 ) 19,998

(Decrease) Increase in cash and cash equivalents ( 389,639 ) 112,671

Cash and cash equivalents at beginning of period 576,289 284,471

21 unchanged sentences

Balance as of March 25, 2022 43,879 $ 440 $ ( 2,580 ) $ 492,070 $ 565,832 $ ( 32,488 ) $ 1,023,274

Net income — — — — 254,313 — 254,313

Other comprehensive loss — — — — — ( 6,534 ) ( 6,534 )

Stock-based compensation — — — 4,625 — — 4,625

Issuance of common stock, net of shares withheld for tax 25 — — 90 — 90

Repurchase of common stock ( 1,374 ) ( 14 ) — — ( 135,745 ) — ( 135,759 )

Balance as of June 24, 2022 42,530 $ 426 $ ( 2,580 ) $ 496,785 $ 684,400 $ ( 39,022 ) $ 1,140,009

Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity

12 unchanged sentences

Balance as of March 26, 2021 46,983 $ 471 $ ( 2,580 ) $ 497,249 $ 110,819 $ ( 35,797 ) $ 570,162

Net income — — — — 175,297 — 175,297

Other comprehensive income — — — — — 2,414 2,414

Stock-based compensation — — — 3,768 — — 3,768

Issuance of common stock 38 3 — 421 — — 424

Repurchase of common stock ( 918 ) ( 11 ) — — ( 75,017 ) — ( 75,028 )

Balance as of June 25, 2021 46,103 463 ( 2,580 ) 501,438 211,099 ( 33,383 ) 677,037

See Notes to unaudited condensed consolidated financial statements.

47 unchanged sentences

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

On June 22, 2022, Atkore International Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding stock of United Poly Systems, LLC (“United Poly”), for a purchase price of $ 226,506 .

United Poly is a manufacturer of high density polyethylene (“HDPE”) pressure pipe and conduit, primarily serving the telecommunications, water infrastructure, renewables and energy markets.

The purchase price allocation has not been finalized as the Company is finalizing working capital, inventory, intangible asset, deferred tax asset and liabilities and fixed asset fair values.

On May 19, 2022, Allied Tube and Conduit Corporation, wholly-owned subsidiary of the Company acquired the assets of Talon Products, LLC (“Talon”), for a purchase price of $ 4,193 .

Talon is a manufacturer of non-metallic, injection molded cable cleats, primarily serving the power distribution markets.

The purchase price allocation has not been finalized as the Company is finalizing working capital and intangible asset fair values.

On December 21, 2021, Atkore HDPE, LLC and Allied Tube and Conduit Corporation, wholly-owned subsidiaries of the Company, acquired the assets of Four Star Industries LLC (“Four Star”), for a purchase price of $ 23,195 .

Four Star is a manufacturer of high density polyethylene (HDPE) conduit, primarily serving the telecommunications, utility, infrastructure and datacom markets.

As a result of the acquisition, the Company preliminarily recognized $ 7,348 of goodwill, $ 11,840 of identifiable intangible assets and $ 4,007 of working capital and other net tangible assets.

As of March 25, 2022, the purchase

price allocation has not been finalized as the Company is finalizing working capital, intangible asset and fixed asset fair values.

The Company finalized the purchase price allocation of Four Star in the third quarter of fiscal 2022.

On December 20, 2021, Columbia-MBF Inc., a wholly-owned subsidiary of the Company acquired all of the outstanding stock of Sasco Tubes & Roll Forming Inc.

1 unchanged sentence

Sasco is a Canadian manufacturer of metal framing and related products serving the electrical, mechanical, construction and solar industries.

As a result of the acquisition, the Company preliminarily recognized $ 6,398 of goodwill, $ 6,710 of identifiable intangible assets and $ 2,659 of working capital and other net tangible assets.

As of March 25, 2022, the purchase price allocation has not been finalized as the Company is finalizing working capital, intangible asset and fixed asset fair values.

The Company finalized the purchase price allocation of Sasco in the third quarter of fiscal 2022.

The acquisitions in fiscal 2022 were funded using cash-on-hand.

The Company incurred approximately $ 3,274 in acquisition-related expenses for these acquisitions, which were recorded as a component of selling, general and administrative expenses.

The purchase price 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 2022:

(in thousands) United Poly Other Total

Fair value of consideration transferred:

Cash consideration $ 226,506 $ 40,306 $ 266,812

Purchase price payable — 3,266 3,266

Total consideration transferred $ 226,506 $ 43,572 $ 270,078

Fair value of assets acquired and liabilities assumed:

Cash 11,451 — 11,451

Accounts receivable 23,679 5,684 29,363

Inventories 13,266 4,821 18,087

Intangible assets 118,670 19,640 138,310

Fixed assets 14,091 2,784 16,875

Accounts payable ( 11,940 ) ( 3,995 ) ( 15,935 )

Income taxes ( 12,189 ) ( 2,075 ) ( 14,264 )

Other ( 103 ) ( 129 ) ( 232 )

Net assets acquired 156,925 26,730 183,655

Excess purchase price attributed to goodwill acquired $ 69,581 $ 16,842 $ 86,423

The Company estimates $ 11.7 million of the goodwill recognized on the United Poly acquisition is deductible for tax purposes.

Goodwill recognized from the acquisitions in fiscal 2022 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:

United Poly Other

(in thousands) Fair Value Weighted Average Useful Life (Years) Fair Value Weighted Average Useful Life (Years)

Customer relationships $ 96,100 11 $ 16,720 10

Other 22,570 8 2,920 8

Total intangible assets $ 118,670 $ 19,640

The following table presents unaudited pro forma results of operations for the Company and all companies acquired in fiscal 2022 as if those acquisitions had occurred on October 1, 2020.

The results presented below are for the three and nine months ended:

Three months ended Nine months ended

(in thousands) June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

Pro forma net sales $ 1,096,866 $ 883,980 $ 2,992,265 $ 2,068,169

Pro forma net income 256,356 175,107 696,012 378,795

The pro forma condensed financial information is presented for illustrative purposes only and does not indicate the actual financial results of the Company if the closing of the acquisitions in the current year had been completed on October 1, 2020, nor is it indicative of the results of operations in future periods.

Included in the unaudited pro forma financial information for the three and nine months ended June 24, 2022 and June 25, 2021 were pro forma adjustments to reflect the results of operations of the acquisitions in the current year as though those acquisitions were completed as of the beginning of October 1, 2020, as well as the impact of amortizing certain acquisition accounting adjustments such as amortizable intangible assets.

The pro forma financial information neither indicates the impact of possible business model changes nor considers any potential impact of current market conditions, expense efficiencies or other factors.

Net sales and net income of the acquired companies are included in the consolidated statement of operations for the quarter and nine months ended June 24, 2022 for the post-acquisition period.

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

6 unchanged sentences

The purchase price of $ 6,214 was deemed immaterial to the Company.

The following section provides purchase price allocation disclosures and other financial disclosures for significant acquisitions for the applicable fiscal years.

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 acquisitions in fiscal 2021 were funded using cash-on-hand.

The Company incurred approximately $ 646 in acquisition-related expenses for these acquisitions, which were recorded as a component of selling, general and administrative expenses.

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:

13 unchanged sentences

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

Goodwill recognized from the acquisitions in fiscal 2021 and fiscal 2022 consists largely of the synergies and economies of scale from integrating this company with existing businesses.

Goodwill recognized from the acquisitions in fiscal 2021 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:

10 unchanged sentences

The net periodic benefit credit was as follows:

Three months ended Six months ended

(in thousands) Note March 25, 2022 March 26, 2021 March 25, 2022 March 26, 2021

Three months ended Nine months ended

(in thousands) Note June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

Interest cost $ 739 $ 682 $ 2,218 $ 2,047

4 unchanged sentences

Other income, net consisted of the following:

Three months ended Six months ended

(in thousands) March 25, 2022 March 26, 2021 March 25, 2022 March 26, 2021

Three months ended Nine months ended

(in thousands) June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

Business interruption insurance recovery $ — $ — $ — $ ( 6,000 )

4 unchanged sentences

Other income, net $ 150 $ ( 509 ) $ ( 964 ) $ ( 8,180 )

For the three months ended March 25, 2022 and March 26, 2021, the Company’s effective tax rate attributable to income before income taxes was 25.2 % and 23.5 %, respectively.

For the three months ended March 25, 2022 and March 26, 2021, the Company’s income tax expense was $ 78,613 and $ 38,304 respectively.

The increase in the current period effective tax rate was primarily driven by a decrease in the excess tax benefit associated with stock compensation.

For the six months ended March 25, 2022 and March 26, 2021, the Company’s effective tax rate attributable to income before income taxes was 23.6 % and 23.7 %, respectively.

For the six months ended March 25, 2022 and March 26, 2021, the Company’s income tax expense was $ 135,588 and $ 65,268 respectively.

The decrease in the current period effective tax rate was driven by an increase in the excess tax benefit associated with stock compensation partially offset by the increase in non-deductible executive compensation.

For the three months ended June 24, 2022 and June 25, 2021, the Company’s effective tax rate attributable to income before income taxes was 25.7 % and 26.0 %, respectively.

For the three months ended June 24, 2022 and June 25, 2021, the Company’s income tax expense was $ 88,041 and $ 61,654 respectively.

The decrease in the current period effective tax rate was primarily driven by the prior year one-time tax expense from the deferred remeasurement of our UK subsidiaries due to the enactment of the Finance Act of 2021 which, among other things, changed the UK corporate tax rate from 19% to 25%.

For the nine months ended June 24, 2022 and June 25, 2021, the Company’s effective tax rate attributable to income before income taxes was 24.4 % and 24.8 %, respectively.

For the nine months ended June 24, 2022 and June 25, 2021, the Company’s income tax expense was $ 223,630 and $ 126,922 respectively.

The decrease in the current period effective tax rate was driven by an increase in the excess tax benefit associated with stock compensation.

A valuation allowance has been recorded against certain net operating losses in certain foreign jurisdictions.

4 unchanged sentences

We record interest and penalties related to unrecognized tax benefits as a component of income tax expense.

During the six months ended March 25, 2022, the balance of unrecognized tax benefits decreased by $ 2,179 primarily due to the resolution of a state tax matter.

For the six months ended March 25, 2022, the Company made no additional provision for U.S.

During the nine months ended June 24, 2022, the balance of unrecognized tax benefits decreased by $ 1,893 primarily due to the resolution of a state tax matter.

For the nine months ended June 24, 2022, the Company made no additional provision for U.S.

income taxes for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as the investments are essentially permanent in duration.

2 unchanged sentences

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.

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 allocated to common stock by the weighted-average number of common stock outstanding for the period.

1 unchanged sentence

The following table sets forth the computation of basic and diluted earnings per share:

Three months ended Six months ended

(in thousands, except per share data) March 25, 2022 March 26, 2021 March 25, 2022 March 26, 2021

Three months ended Nine months ended

(in thousands, except per share data) June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

Net income $ 254,313 $ 175,297 $ 692,631 $ 385,296

9 unchanged sentences

(1) Stock options to purchase shares of common stock that would have been anti-dilutive are not included in the calculation.

There were no anti-dilutive options outstanding during the three months ended March 25, 2022 and March 26, 2021.

Additionally, there were no anti-dilutive options outstanding during the six months ended March 25, 2022 and March 26, 2021.

There were no anti-dilutive options outstanding during the three months ended June 24, 2022 and June 25, 2021.

Additionally, there were no anti-dilutive options outstanding during the nine months ended June 24, 2022 and June 25, 2021.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended March 25, 2022 and March 26, 2021.

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended June 24, 2022 and June 25, 2021.

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of December 24, 2021 $ ( 19,193 ) $ ( 10,866 ) $ ( 30,059 )

Balance as of March 25, 2022 $ ( 19,068 ) $ ( 13,420 ) $ ( 32,488 )

Other comprehensive loss before reclassifications — ( 6,657 ) ( 6,657 )

2 unchanged sentences

Net current period other comprehensive income (loss) 123 ( 6,657 ) ( 6,534 )

Balance as of March 25, 2022 $ ( 19,068 ) $ ( 13,420 ) $ ( 32,488 )

Balance as of June 24, 2022 $ ( 18,945 ) $ ( 20,077 ) $ ( 39,022 )

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of December 25, 2020 $ ( 30,499 ) $ ( 4,742 ) $ ( 35,241 )

Other comprehensive loss before reclassifications — ( 818 ) ( 818 )

Balance as of March 26, 2021 $ ( 30,237 ) $ ( 5,560 ) $ ( 35,797 )

Other comprehensive income before reclassifications — 2,152 2,152

Amounts reclassified from accumulated other

comprehensive income, net of tax 262 — 262

Net current period other comprehensive income (loss) 262 ( 818 ) ( 556 )

Balance as of March 26, 2021 $ ( 30,237 ) $ ( 5,560 ) $ ( 35,797 )

The following table presents the changes in accumulated other comprehensive loss by component for the six months ended March 25, 2022 and March 26, 2021.

Net current period other comprehensive income 262 2,152 2,414

Balance as of June 25, 2021 $ ( 29,975 ) $ ( 3,408 ) $ ( 33,383 )

The following table presents the changes in accumulated other comprehensive loss by component for the nine months ended June 24, 2022 and June 25, 2021.

(in thousands) Defined Benefit

6 unchanged sentences

Net current period other comprehensive income (loss) 373 ( 10,669 ) ( 10,296 )

Balance as of March 25, 2022 $ ( 19,068 ) $ ( 13,420 ) $ ( 32,488 )

Balance as of June 24, 2022 $ ( 18,945 ) $ ( 20,077 ) $ ( 39,022 )

(in thousands) Defined Benefit

6 unchanged sentences

Net current period other comprehensive income 786 8,385 9,171

Balance as of March 26, 2021 $ ( 30,237 ) $ ( 5,560 ) $ ( 35,797 )

Balance as of June 25, 2021 $ ( 29,975 ) $ ( 3,408 ) $ ( 33,383 )

INVENTORIES, NET

A majority of the Company ’ s inventories are recorded at the lower of cost (primarily last in, first out, or “ LIFO ” ) or market or net realizable value, as applicable.

Approximately 85 % and 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at March 25, 2022 and September 30, 2021, respectively.

Interim LIFO determinations, including those at March 25, 2022, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) March 25, 2022 September 30, 2021

Approximately 85 % and 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at June 24, 2022 and September 30, 2021, respectively.

Interim LIFO determinations, including those at June 24, 2022, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) June 24, 2022 September 30, 2021

Purchased materials and manufactured parts, net $ 134,531 $ 105,460

2 unchanged sentences

Inventories, net $ 444,661 $ 285,989

Total inventories would be $ 121,895 higher and $ 108,911 higher than reported as of March 25, 2022 and September 30, 2021, respectively, if the first-in, first-out method was used for all inventories.

As of March 25, 2022, and September 30, 2021, the excess and obsolete inventory reserve was $ 18,650 and $ 11,780 , respectively.

Total inventories would be $ 101,710 higher and $ 108,911 higher than reported as of June 24, 2022 and September 30, 2021, respectively, if the first-in, first-out method was used for all inventories.

As of June 24, 2022, and September 30, 2021, the excess and obsolete inventory reserve was $ 21,486 and $ 11,780 , respectively.

PROPERTY, PLANT AND EQUIPMENT

As of March 25, 2022, and September 30, 2021, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) March 25, 2022 September 30, 2021

As of June 24, 2022, and September 30, 2021, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) June 24, 2022 September 30, 2021

Land $ 26,596 $ 23,043

7 unchanged sentences

Property, plant and equipment, net $ 343,337 $ 275,622

Depreciation expense for the three months ended March 25, 2022 and March 26, 2021 totaled $ 11,293 and $ 11,170 respectively.

Depreciation expense for the six months ended March 25, 2022 and March 26, 2021 totaled $ 23,110 and $ 21,953 respectively.

Depreciation expense for the three months ended June 24, 2022 and June 25, 2021 totaled $ 11,804 and $ 11,459 respectively.

Depreciation expense for the nine months ended June 24, 2022 and June 25, 2021 totaled $ 34,914 and $ 33,412 respectively.

GOODWILL AND INTANGIBLE ASSETS

4 unchanged sentences

Exchange rate effects ( 3,476 ) ( 46 ) ( 3,522 )

Balance as of March 25, 2022 $ 161,997 $ 50,170 $ 212,167

Goodwill balances as of September 30, 2021 and March 25, 2022 include $ 3,924 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

Balance as of June 24, 2022 $ 228,923 $ 53,026 $ 281,949

Goodwill balances as of September 30, 2021 and June 24, 2022 include $ 3,924 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with ASC 350, “ Intangibles - Goodwill and Other.

1 unchanged sentence

The following table provides the gross carrying value, accumulated amortization and net carrying value for each major class of intangible asset:

March 25, 2022 September 30, 2021

June 24, 2022 September 30, 2021

(in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value

7 unchanged sentences

Other intangible assets consist of definite-lived trade names, technology, non-compete agreements and backlogs.

Amortization expense for the three months ended March 25, 2022 and March 26, 2021 was $ 8,701 and $ 8,096 , respectively.

Amortization expense for the six months ended March 25, 2022 and March 26, 2021 was $ 16,930 and $ 16,356 , respectively.

Amortization expense for the three months ended June 24, 2022 and June 25, 2021 was $ 8,624 and $ 8,707 , respectively.

Amortization expense for the nine months ended June 24, 2022 and June 25, 2021 was $ 25,554 and $ 25,063 , respectively.

Expected amortization expense for intangible assets for the remainder of fiscal 2022 and over the next five years and thereafter is as follows:

3 unchanged sentences

Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets and other events.

Debt as of March 25, 2022 and September 30, 2021 was as follows:

(in thousands) March 25, 2022 September 30, 2021

Debt as of June 24, 2022 and September 30, 2021 was as follows:

(in thousands) June 24, 2022 September 30, 2021

Senior Secured Term Loan Facility due May 26, 2028 $ 371,310 $ 371,095

3 unchanged sentences

The asset-based credit facility (the “ ABL Credit Facility ” ) has aggregate commitments of $ 325,000 .

AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes.

AII ’ s availability under the ABL Credit Facility was $ 312,905 and $ 315,499 as of March 25, 2022 and September 30, 2021.

AII is the borrower under the ABL Credit Facility which is guaranteed by the Company and all other

subsidiaries of the Company (other than AII) that are guarantors of the Senior Notes.

AII ’ s availability under the ABL Credit Facility was $ 312,905 and $ 315,499 as of June 24, 2022 and September 30, 2021.

FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis.

The Company uses forward currency contracts to hedge the effects of foreign exchange relating to certain of the Company’s intercompany balances 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 two months to six months .

The Company uses a forward currency contract to hedge the effects of foreign exchange relating to one of the Company’s intercompany balances denominated in a foreign currency.

This derivative instrument is not formally designated as a hedge by the Company and the remaining term of the instrument is two months .

Short-term forward currency contracts are recorded in either other current assets or other current liabilities and long-term forward currency contracts are recorded in either other long-term assets or other long-term liabilities in the condensed consolidated balance sheet.

1 unchanged sentence

See Note 5, “Other Income, net” for further detail.

The total notional amounts of undesignated forward currency contracts were £ 36.7 million and £ 37.4 million as of March 25, 2022 and September 30, 2021, respectively.

The total notional amounts of undesignated forward currency contracts were £ 30.6 million and £ 37.4 million as of June 24, 2022 and September 30, 2021, respectively.

Cash flows associated with derivative financial instruments are recognized in the operating section of the condensed consolidated statements of cash flows.

1 unchanged sentence

The following table presents the Company ’ s assets and liabilities measured at fair value:

March 25, 2022 September 30, 2021

June 24, 2022 September 30, 2021

(in thousands) Level 1 Level 2 Level 1 Level 2

4 unchanged sentences

The estimated fair value of financial instruments not carried at fair value in the condensed consolidated balance sheets were as follows:

March 25, 2022 September 30, 2021

June 24, 2022 September 30, 2021

(in thousands) Carrying Value Fair Value Carrying Value Fair Value

6 unchanged sentences

The Company has obligations related to commitments to purchase certain goods.

As of March 25, 2022, such obligations were $ 281,924 for the rest of fiscal year 2022 and $ 10,789 for fiscal year 2023 and beyond.

As of June 24, 2022, such obligations were $ 238,059 for the rest of fiscal year 2022 and $ 12,334 for fiscal year 2023 and beyond.

These amounts represent open purchase orders for materials used in production.

12 unchanged sentences

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.

The Company had outstanding letters of credit totaling $ 12,095 supporting workers ’ compensation and general liability insurance policies as of March 25, 2022.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 19,157 as of March 25, 2022.

The Company had outstanding letters of credit totaling $ 12,095 supporting workers ’ compensation and general liability insurance policies as of June 24, 2022.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 30,039 as of June 24, 2022.

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.

9 unchanged sentences

Both segments use Adjusted EBITDA as the primary measure of profit and loss.

Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, certain legal matters, 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, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, restructuring costs and transaction costs.

Segment Adjusted EBITDA is income (loss) before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, interest expense, net, stock-based compensation, loss on extinguishment of debt, certain legal matters, and other items, such as inventory reserves and adjustments, (gain) loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, restructuring costs and transaction costs.

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.

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.

3 unchanged sentences

Three months ended

March 25, 2022 March 26, 2021

June 24, 2022 June 25, 2021

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA

3 unchanged sentences

Consolidated operations $ 1,061,590 $ — $ 853,658 $ —

Six months ended

March 25, 2022 March 26, 2021

Nine months ended

June 24, 2022 June 25, 2021

(in thousands) External Net Sales Intersegment Sales Adjusted EBITDA External Net Sales Intersegment Sales Adjusted EBITDA

4 unchanged sentences

Presented below is a reconciliation of operating Segment Adjusted EBITDA to Income before income taxes:

Three months ended Six months ended

(in thousands) March 25, 2022 March 26, 2021 March 25, 2022 March 26, 2021

Three months ended Nine months ended

(in thousands) June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

Operating segment Adjusted EBITDA

5 unchanged sentences

Interest expense, net ( 7,243 ) ( 8,090 ) ( 21,676 ) ( 24,760 )

Transaction costs ( 1,708 ) ( 287 ) ( 3,274 ) ( 646 )

Loss on extinguishment of debt — ( 4,202 ) — ( 4,202 )

Stock-based compensation ( 4,625 ) ( 3,768 ) ( 14,180 ) ( 14,158 )

2 unchanged sentences

(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, realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, gain on purchase of business, restructuring costs and transaction costs.

The Company ’ s net sales by geography were as follows for the three months ended and six months ended March 25, 2022 and March 26, 2021:

Three months ended Six months ended

(in thousands) March 25, 2022 March 26, 2021 March 25, 2022 March 26, 2021

realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, and restructuring charges.

The Company ’ s net sales by geography were as follows for the three months ended and nine months ended June 24, 2022 and June 25, 2021:

Three months ended Nine months ended

(in thousands) June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

United States $ 961,954 $ 773,204 $ 2,614,937 $ 1,800,395

3 unchanged sentences

Total $ 1,061,590 $ 853,658 $ 2,884,963 $ 2,004,283

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 either period for the three months ended and six months ended March 25, 2022 and March 26, 2021:

Three months ended Six months ended

(in thousands) March 25, 2022 March 26, 2021 March 25, 2022 March 26, 2021

Three months ended Nine months ended

(in thousands) June 24, 2022 June 25, 2021 June 24, 2022 June 25, 2021

Metal Electrical Conduit and Fittings $ 181,196 $ 200,989 $ 484,122 $ 474,223

Electrical Cable & Flexible Conduit 142,298 106,645 395,237 265,597

Plastic Pipe and Conduit 374,775 197,139 663,764 337,674

PVC Pipe and Conduit 389,438 270,527 1,053,203 608,201

Other Electrical products 106,913 82,037 285,973 185,421

5 unchanged sentences

SUBSEQUENT EVENTS

On April 26, 2022, the board of directors approved an amendment to the previously approved share repurchase program to purchase $400 million of the Company’s outstanding stock.

The amendment increased the total repurchase plan of the Company’s outstanding stock to $800 million.

Subsequent to quarter end, the Company has repurchased 1.2 million shares at a cost of $ 103.2 million as of July 29, 2022.

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-Q

Item 1. Financial Statements