What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-11-18 compared with 2021-11-18 · 150 added, 156 removed, 967 unchanged (24% of the section changed)

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We have audited the accompanying consolidated balance sheets of Atkore Inc.

(formerly Atkore International Group Inc.) and subsidiaries (the “Company”) as of September 30, 2021 and 2020, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders’ equity, for each of the three years in the period ended September 30, 2021, and the related notes and the schedules listed in the Index at Part IV, Item 15 (collectively referred to as the “financial statements”).

and subsidiaries (the "Company") as of September 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income, cash flows, and shareholders' equity, for each of the three years in the period ended September 30, 2022, and the related notes and the schedules listed in the Index at Part IV, Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated November 18, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Change in Accounting Principle

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

Basis for Opinion

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

United Poly Systems, LLC (“United Poly”) - Acquisitions - Refer to Note 3 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value of each reporting unit to its carrying value.

The Company’s goodwill balance was $199.0 million as of September 30, 2021.

The Company considers three

valuation approaches:

(a) the income approach;

(b) the guideline public company method;

and (c) the comparable transaction method to estimate the fair value of its reporting units.

With respect to the income approach, management makes significant estimates and assumptions related to forecasts of future cash flows, including revenue growth, earnings before interest, income taxes, depreciation, and amortization (EBITDA) margins, and discount rates.

The fair value of all reporting units exceeded their respective carrying values and, therefore, no impairment was recognized for the year ended September 30, 2021.

We identified goodwill for the Company’s Europe, Middle East, and Africa reporting unit as a critical audit matter because the excess fair value over carrying value is low in relation to the Company’s other reporting units and changes to management’s estimates and assumptions could result in an impairment being recognized.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to forecasts of revenue growth, EBITDA margins, and the selection of the discount rate.

As described in Note 3 to the consolidated financial statements, the Company completed multiple acquisitions for total consideration of $332.9 million in the year ended September 30, 2022.

acquisitions were accounted for as business combinations.

The Company allocated the purchase price of its acquisitions to the assets acquired and liabilities assumed based upon their respective fair values at acquisition data utilizing management estimates and input from an independent third-party valuation firm to assist in determining these fair values.

The purchase price allocation of all acquisitions during the year ended September 30, 2022 resulted in identifiable intangible assets of $183.2 million, of which $111.7 million related to the customer relationships acquired in connection with the acquisition of United Poly.

Management estimated the fair value of the United Poly customer relationships using the multi-period excess earnings discounted cash flow method.

The fair value determination of this intangible asset required management to make significant estimates and assumptions related to business and valuation assumptions, related to the revenue growth rate, profit margins, the discount rate, and the customer attrition rate.

We identified management’s estimate of the fair value of the acquired United Poly customer relationships as a critical audit matter because of the significant judgments made by management to estimate the fair value.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate management’s assumptions related to the revenue growth rate, profit margins, discount rate, and the customer attrition rate.

How the Critical Audit Matter Was Addressed in the Audit

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

• We tested the design and operating effectiveness of controls over the annual goodwill impairment assessment, including those over the forecasts and the selection of the discount rate.

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

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

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

– Historical results

– Internal communications to management and the Board of Directors.

– Industry reports.

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

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

Our audit procedures related to the revenue growth rate, profit margins, discount rate, and the customer attrition rate to estimate the fair value of this intangible asset included the following, among others:

• We tested the design and operating effectiveness of controls over management’s determination of the fair value of the acquired customer relationship intangible asset, including those over the revenue growth rate, profit margins, discount rate, and the customer attrition rate.

• We assessed the reasonableness of management’s selection of the revenue growth rate and profit margins, by comparing the projections to historical results, and certain industry and market trends, and the reasonableness of the customer attrition rate by comparing to historical results.

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

◦ Assessing the appropriateness of the methodology used to determine the discount rate and customer attrition rate.

◦ Testing the source information underlying the determination of the discount rate.

◦ Testing the mathematical accuracy of the discount rate and customer attrition rate calculations.

◦ Developing a range of independent estimates of the discount rate, and comparing the discount rate selected by management to the range of independent estimates.

/s/ DELOITTE & TOUCHE LLP

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Net income $ 913,434 $ 587,857 $ 152,302

Other comprehensive income, net of tax:

Other comprehensive (loss) income, net of tax:

Change in foreign currency translation adjustment ( 23,943 ) 2,385 6,087

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Deferred income taxes 7 15,640 16,746

Other long-term tax liabilities 735 1,619

Pension liabilities 4 3,819 40,023

Other long-term liabilities 13,146 15,059

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Amortization of right-of-use assets 2 13,916 14,515 14,803

Loss on disposal of property, plant & equipment, net 141 3,001 —

Gain on purchase of business 3 ( 731 ) — ( 7,384 )

Other adjustments to net income 4,850 ( 208 ) 2,157

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Acquisitions of businesses, net of cash acquired 3 ( 307,805 ) ( 43,195 ) —

Other, net — — ( 322 )

Net cash used for investing activities ( 442,802 ) ( 97,961 ) ( 27,513 )

Financing activities

Borrowings under credit facility 13 — — 39,000

Repayments under credit facility 13 — — ( 39,000 )

Repayments of short-term debt 13 — ( 4,000 ) —

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Net cash used for financing activities ( 524,206 ) ( 184,456 ) ( 61,179 )

Fiscal year ended

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

Effects of foreign exchange rate changes on cash and cash equivalents ( 7,365 ) 1,333 986

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Cash and cash equivalents at end of period $ 388,751 $ 576,289 $ 284,471

Fiscal year ended

(in thousands) Note September 30, 2022 September 30, 2021 September 30, 2020

Supplementary Cash Flow information

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Capital expenditures, not yet paid 8,653 1,094 1,278

Acquisitions of businesses, not yet paid 12,628 — —

Operating cash flows from cash paid on operating lease liabilities 12,549 13,035 12,939

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Other comprehensive loss — — — — — $ ( 856 ) ( 856 )

Reclassification of stranded tax benefits (1)

2,333 ( 2,333 ) —

ASU 2016-02 modified retrospective adoption ( 1,053 ) — ( 1,053 )

Stock-based compensation — — — 13,064 — — 13,064

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Other comprehensive loss — — — — — 13,828 13,828

ASU 2016-02 modified retrospective adoption — — — — ( 1,053 ) — ( 1,053 )

Stock-based compensation — — — 17,047 — — 17,047

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Balance as of September 30, 2022 41,351 $ 415 $ ( 2,580 ) $ 500,117 $ 801,981 $ ( 50,146 ) $ 1,249,787

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

See Notes to Consolidated Financial Statements

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On November 16, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to $ 400 million of its outstanding common stock.

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

The Electrical Raceway segment was renamed as the Electrical segment.

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories.

This segment serves contractors, in partnership with the electrical wholesale channel.

The Mechanical Products & Solutions segment was renamed as the Safety & Infrastructure segment.

This segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure.

These solutions are marketed to contractors, original equipment manufacturers and end users.

Segment Realignment & Reclassifications — Effective in the first quarter of fiscal 2021, the Company implemented a realignment (the “Realignment”) of its segment financial reporting structure.

The Company’s domestic cable management and prefabrication modular businesses had historically been reported in the Electrical segment.

Due to transitions in the Company’s Executive Leadership Team, these businesses are now reported in the Safety & Infrastructure segment.

The Realignment reflects how the Company’s Chief Operating Decision Maker now assesses the operating performance and allocates resources to the Safety & Infrastructure segment.

Goodwill was also reallocated on a relative fair value basis between the applicable reporting units.

The Company reflected these changes to its segment information retrospectively to the earliest period presented which resulted in a transfer of external net sales, intersegment sales, total assets, and Adjusted EBITDA from the Electrical segment to the Safety & Infrastructure segment.

These changes had no impact on the Company’s previously reported consolidated net sales, operating income, net income or earnings per share.

See Note 17, “Segment Information” for additional details.

On April 26, 2022, the board of directors approved an amendment to the aforementioned plan, extending it to a total repurchase of the Company’s outstanding common stock of up to $ 800.0 million.

As of September 30, 2022, $ 300.0 million of repurchases remained available under the plan.

On November 11, 2022, the board of directors approved an amendment to the aforementioned plan, extending it to a total repurchase authorization of the Company’s outstanding stock of $ 1,300 million.

Basis of Presentation — The accompanying audited consolidated financial statements of the Company and all of its subsidiaries included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

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These arrangements include sales discounts and allowances, volume rebates, and returned goods.

The Company records its obligations related to these items within the Customer Liabilities line on the balance sheet.

The Company has elected to utilize certain practical expedients available under GAAP.

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Accounts Receivable and Allowance for current and expected credit losses — The Company carries its accounts receivable at their face amounts less an allowance for current and expected credit losses.

The allowance for current and expected credit losses reflects the best estimate of current and expected losses inherent in the Company’s accounts receivable

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

The allowance for current and expected credit losses reflects the best estimate of current and expected

losses inherent in the Company’s accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence.

Inventories — Inventories are recorded at the lower of cost (primarily LIFO) or market value.

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The Company does not plan to sell or market its internal use computer software to third parties.

Business Combinations — The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values at the date of acquisition.

The determination of fair values of identifiable assets and liabilities requires estimates and the use of valuation techniques when market value is not readily available.

For intangible assets acquired in a business combination, the Company typically use the income method.

Significant estimates in valuing certain intangible assets include, but are not limited to, the amount and timing of future cash flows, growth rates, discount rates and useful lives.

The excess of the purchase price over fair values of identifiable assets and liabilities is recorded as goodwill .

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

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The income approach calculates the fair value of the reporting unit using a discounted cash flow approach.

Internally forecasted future cash flows, which the Company believes reasonably approximate market participant assumptions, are discounted using a weighted average cost of capital

(Discount Rate) developed for each reporting unit.

Internally forecasted future cash flows, which the Company believes reasonably approximate market participant assumptions, are discounted using a weighted average cost of capital (Discount Rate) developed for each reporting unit.

The Discount Rate is developed using market observable inputs, as well as considering whether or not there is a measure of risk related to the specific reporting unit’s forecasted performance.

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The key uncertainties in the guideline public company method and the comparable transaction method calculations are the assumptions used in determining the reporting unit's comparable public companies, comparable transactions and the selection of the market multiples.

The Company did no t record any goodwill impairments in fiscal 2021, 2020 or 2019.

The Company did no t record any goodwill impairments in fiscal 2022, 2021, and 2020.

As noted above, ASC 350 also requires that the Company test the indefinite-lived intangible assets for impairment at least annually.

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The key uncertainties in these calculations are the assumptions used in determining the revenue associated with each indefinite-lived intangible asset and the royalty rate.

The Company did no t record any indefinite-lived asset impairments in fiscal 2021, 2020 or 2019.

The Company did no t record any indefinite-lived asset impairments in fiscal 2022, 2021, and 2020.

Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates.

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In accordance with accounting standards applicable to income taxes, there is allowed an accounting policy choice of either (1) treating taxes due on U.S.

inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”).

inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2)

factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”).

The Company has elected the period method.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law.

The IRA contains significant tax law changes, including a corporate alternative minimum tax of 15% on adjusted financial statement income, which if applicable for the Company would be effective beginning October 1, 2023, a 1% excise tax on stock repurchases after December 31, 2022, and various tax incentives which include, but are not limited to, credits related to the manufacturing of equipment used in solar powered energy which will take effect January 1, 2023.

The Company is currently evaluating this legislation and determining what impact it would have on the Company’s financial statements.

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

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ASU Description of ASU Impact to Atkore Adoption Date

2016-13 Financial Instruments - Credit Losses (Topic 326) The ASU adds to GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses.

Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses.

2019-12 Simplifying the accounting for income taxes (Topic 740) The ASU eliminates certain existing exceptions related to the general approach in ASC 740 relating to franchise taxes, reducing complexity in the interim period accounting for year to date loss limitations and changes in tax laws and clarifying the accounting for transactions outside of a business combination that result in a step up in the tax basis of goodwill.

The Company adopted this standard in the first quarter of 2022.

The adoption of the standard did not have a material impact on the Company ’ s consolidated financial statements.

A summary of guidance not yet adopted are as follows:

Guidance not yet adopted

ASU Description of ASU Impact to Atkore Effective Date

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

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

The Company will adopt the new standard on October 1, 2021.

The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

The Company engages in leasing transactions to meet the needs of the business.

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The Company determines if an arrangement is a lease at inception and all arrangements deemed to be leases are subject to an assessment to determine the classification between finance and operating leases.

The Company's significant assumptions and judgments in determining whether a contract is or contains a lease include establishing whether the supplier has the ability to use other assets to fulfill its service or whether the terms of the agreement enable the Company to control the use of a dedicated property, plant and equipment asset during the contract term.

property, plant and equipment asset during the contract term.

In the majority of the Company's contracts where it must identify whether a lease is present, it is readily determinable that the Company controls the use of the assets and obtains substantially all of the economic benefit during the term of the contract.

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The Company had no acquisitions in fiscal 2020.

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

and separately the Company acquired all of the outstanding stock of FRE Composites Inc., collectively described as FRE Composites Group (“FRE Composites”), for a purchase price of $ 36,993 , net of cash received.

FRE Composites is a leading manufacturer of fiberglass conduit for the electrical and industrial market.

On August 31, 2022, Atkore International Inc., and Atkore HDPE, LLC, wholly-owned subsidiaries of the Company, acquired the outstanding stock of two separate, but related, companies doing business as Cascade Poly Pipe & Conduit (“Cascade”) and Northwest Polymers, for a total purchase price of $ 62,100 , of which $ 52,738 was paid at closing and an additional purchase price payable of $ 9,362 was accrued.

Cascade is a manufacturer specializing in smooth wall HDPE conduit made from recycled materials, primarily serving the telecommunications, utility and datacom markets.

Northwest Polymers is a leading recycler of PVC, HDPE and other plastics and a strategic supply partner to Cascade and other manufacturers.

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

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 $ 227,234 .

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 inventory, intangible assets, deferred tax assets and liabilities 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 .

Included in Talon’s purchase price is a purchase price payable of $ 402 .

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

The Company finalized the purchase price allocation of Talon in the fourth quarter of fiscal 2022.

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 HDPE conduit, primarily serving the telecommunications, utility, infrastructure and datacom markets.

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.

(“Sasco”), for a purchase price of $ 16,184 , of which $ 13,320 was paid at closing and an additional purchase price payable of $ 2,864 was accrued.

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

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 $ 3,424 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.

On October 22, 2020, Atkore Plastics Southeast, LLC, a wholly-owned subsidiary of the Company acquired the assets of Queen City Plastics, Inc.

(“Queen City Plastics”), a leading manufacturer of PVC conduit, elbows and fittings for the electrical market.

The purchase price was allocated to tangible assets acquired and liabilities assumed based on their fair values.

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

On August 21, 2019, Atkore Plastic Pipe Corporation, a wholly-owned subsidiary of the Company acquired the assets of Rocky Mountain Pipe (“Cor-Tek”), a manufacturer of PVC conduit for electrical applications, and considered a leading innovator in cellular core extrusion technology for a purchase price of $ 14,835 .

In connection with this acquisition, the Company recorded a bargain purchase gain of $ 7,384 , which is reported within other income, net in the Consolidated Statements of Operations.

The Company believes that it was able to acquire the net assets of Cor-Tek for less than fair value as a result of Cor-Tek’s financial difficulties.

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

Tray”), a manufacturer of welded aluminum and engineered-to-order cable trays for a purchase price of $ 25,507 , net of cash received.

Net sales and net income of the acquired company included in the consolidated statement of operations for fiscal 2019 were insignificant.

As a result of the acquisition, the Company recognized $ 7,295 of goodwill, $ 14,800 of identifiable intangible assets and $ 3,412 of working capital and other tangible assets.

On October 1, 2018, Allied Luxembourg S.a.r.l, a wholly-owned subsidiary of the Company acquired all of the outstanding stock of Vergokan International NV (“Vergokan”) for a purchase price of $ 57,899 , net of cash received.

Vergokan is a leading manufacturer of cable tray and cable ladder systems, underfloor installations and industrial floor trunking that serves industrial, power and energy, commercial and infrastructure sectors in more than 45 countries.

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

The purchase price for FRE Composites, which was finalized during the fourth quarter of fiscal 2021, was allocated to tangible and intangible assets acquired and liabilities assumed, based on their fair values.

The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date for fiscal 2022:

(in thousands) FRE Composites

(in thousands) United Poly Other Total

Fair value of consideration transferred:

Cash consideration $ 227,234 $ 93,044 $ 320,278

Purchase price payable — 12,628 12,628

Working Capital Adjustment — — —

Total consideration transferred $ 227,234 $ 105,672 $ 332,906

Fair value of assets acquired and liabilities assumed:

Cash 11,639 126 11,765

Accounts receivable 23,679 9,291 32,970

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Excess purchase price attributed to goodwill acquired $ 65,197 $ 32,198 $ 97,395

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

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

The Company estimates $ 31.1 million of the goodwill recognized by the fiscal 2022 acquisitions is deductible for tax purposes, $ 11.7 million that relates to United Poly and $ 19.4 million that relates to Cascade and Northwest Polymer.

The Company estimates 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:

FRE Composites

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

United Poly Other

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

Customer relationships $ 111,700 11 $ 50,020 9

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Total intangible assets $ 128,840 $ 54,330

Net sales and net income of FRE Composites and Queen City Plastics are included in the consolidated statement of operations for fiscal 2021 for the post-acquisition period.

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

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 fiscal years ended:

Fiscal year ended

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

Pro forma net sales $ 4,060,993 $ 3,048,378

Pro forma net income 920,022 584,754

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 years ended September 30, 2022 and September 30, 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 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 year ended September 30, 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.

FRE Composites is a leading manufacturer of fiberglass conduit for the electrical and industrial market.

The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their fair values.

On October 22, 2020, Atkore Plastics Southeast, LLC, a wholly-owned subsidiary of the Company acquired the assets of Queen City Plastics, Inc.

(“Queen City Plastics”), a leading manufacturer of PVC conduit, elbows and fittings for the electrical market.

The purchase price was allocated to tangible assets acquired and liabilities assumed based on their fair values.

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

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

The Company incurred approximately $ 667 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:

(in thousands) Vergokan Other Total

(in thousands) FRE Composites

Fair value of consideration transferred:

Cash consideration $ 36,993

Other liability consideration — 1,400 1,400

Total consideration transferred 58,728 43,041 101,769

Fair value of assets acquired and liabilities assumed:

Cash 829 1,541 2,370

Accounts receivable 2,163

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Accounts payable ( 1,186 )

Gain on purchase of business — ( 7,384 ) ( 7,384 )

Income Taxes ( 4,293 )

Other ( 240 )

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Excess purchase price attributed to goodwill acquired $ 9,948

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

Goodwill recognized from the other acquisitions is tax-deductible and is amortized over 15 years for income tax purposes.

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

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

Vergokan Other

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

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

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

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

FRE Composites

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

Customer relationships $ 14,700 12.0

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Total intangible assets $ 18,300

Net sales and net income of the companies acquired during fiscal 2019 are included in the consolidated statement of operations for fiscal 2019 for the post-acquisition period.

Net sales and net income of FRE Composites and Queen City Plastics are included in the consolidated statement of operations for fiscal 2021 for the post-acquisition period.

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

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Rate of compensation increase N/a N/a

For the fiscal year ended 2021, the net obligation decreased primarily as a result of employer contributions of $ 18 million over the prior year contributions and an actuarial gain of $ 3.2 million that was a result of an increase in the discount rate from fiscal year 2020 to 2021.

The following table summarizes the defined benefit pension plans with accumulated benefit obligations in excess of plan assets:

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Fair value of plan assets — 118,843

Neither plan had accumulated benefit obligations in excess of plan assets as of September 30, 2022.

The following table summarizes the defined benefit pension plans with projected benefit obligations in excess of plan assets:

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Fair value of plan assets — 118,843

Neither plan had projected benefit obligations in excess of plan assets as of September 30, 2022.

In determining the expected return on plan assets, the Company considers the relative weighting of plan assets by class, historical performance of asset classes over long-term periods, asset class performance expectations as well as current and future economic conditions.

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The Company’s asset allocations are presented in the table below:

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

Level 1 Level 2 Total Level 1 Level 2 Total

September 30, 2022 September 30, 2021

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

United States equity securities $ 29,583 $ — $ 29,583 $ 48,274 $ — $ 48,274

24 unchanged sentences

Defined Contribution Retirement Plans — The Company also sponsors several defined contribution retirement plans - the 401(k) matching programs.

Expense for the defined contribution plans is computed as a percentage of participants’

compensation and was $ 3,400 , $ 3,718 and $ 3,572 for the fiscal years ended September 30, 2021, September 30, 2020 and September 30, 2019, respectively.

Expense for the defined contribution plans is computed as a percentage of participants’ compensation and was $ 4,615 , $ 3,400 and $ 3,718 for the fiscal years ended September 30, 2022, September 30, 2021 and September 30, 2020, respectively.

Multi-Employer Plan — The Company has a liability of $ 4,685 as of September 30, 2022 and $ 5,021 as of September 30, 2021 representing the Company’s proportionate share of a multi-employer pension plan which was exited prior to fiscal 2017.

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Range of risk-free interest rates 1.40 % 0.52 % 1.67 %

Range of expected option lives 6 years 6 years 6 to 10 years

Range of expected option lives 6 years 6 years 6 years

Dividends are not paid on the Company’s common stock.

For grants during fiscal year ended 2022 and 2021, the expected volatility is based on the Company’s stock price volatility.

For grants and modifications during fiscal years ended 2019, expected volatility is based on historical volatilities of comparable companies.

The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options.

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For grants during fiscal year 2020, expected volatility is based on historical volatilities of comparable companies.

The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the award.

The risk-free interest

rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the award.

The expected life of the award represents the weighted-average period of time that awards granted are expected to be outstanding, giving consideration to vesting schedules and expected exercise patterns.

4 unchanged sentences

Granted 115 40.43

Vested ( 162 ) 25.21

Adjustment for achieved performance upon issuance 31 21.68

Forfeited ( 14 ) 22.82

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As of September 30, 2022, there was $ 5,369 of total unrecognized compensation expense related to non-vested PSUs granted, expected to be recognized over a weighted-average period of approximately 0.96 years.

There were no PSUs vested during fiscal year 2019.

OTHER INCOME, NET

9 unchanged sentences

Other income, net $ ( 490 ) $ ( 18,152 ) $ ( 2,777 )

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was enacted into law.

The IRA contains significant tax law changes, including a corporate alternative minimum tax of 15% on adjusted financial statement income, which if applicable for the Company would be effective beginning October 1, 2023, a 1% excise tax on stock repurchases after December 31, 2022, and various tax incentives which include, but are not limited to, credits related to the manufacturing of solar powered energy which will take effect January 1, 2023.

The Company is currently evaluating this legislation and determining what impact it would have on the Company’s financial statements.

Significant components of income before income taxes and income tax expense for the fiscal years ended September 30, 2022, September 30, 2021 and September 30, 2020 consisted of the following:

24 unchanged sentences

Effective income tax rate 24 % 25 % 25 %

The Company’s effective tax rate for fiscal 2022 differs from the statutory rate primarily due to state income taxes of $ 39,759 , and limitations on executive compensation of $ 6,996 partially offset by $ 11,438 of excess tax benefit from share-based compensation.

The Company’s effective tax rate for fiscal 2021 differs from the statutory rate primarily due to state income taxes of $ 30,680 , current year valuation allowance expense of $ 2,190 and limitations on executive compensation of $ 2,587 partially offset by $ 7,352 of excess tax benefit from share-based compensation.

The Company’s effective tax rate for fiscal 2020 differs from the statutory rate primarily due to state income taxes of $ 7,690 , valuation allowance expense of $ 2,099 and limitations on executive compensation of $ 1,243 , partially offset by $ 4,203 of excess tax benefit from share-based compensation.

The Company’s effective tax rate for fiscal 2019 differs from the statutory rate primarily due to state income taxes of $ 7,566 , along with GILTI provisions of $ 953 and withholding taxes of $ 635 , offset by the disallowed gain on the purchase of Cor-Tek of $ 1,551 and $ 1,537 of excess tax benefit from share-based compensation.

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes.

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Net deferred tax liability $ ( 6,231 ) $ 12,947

As of September 30, 2021, the Company has $ 33,651 of state net operating loss carryforwards which expire beginning in 2021 through 2036.

As of September 30, 2022, the Company has $ 12,942 of federal net operating loss carryforwards which do not expire and $ 29,094 of state net operating loss carryforwards which expire beginning in 2022 through 2036.

In certain non-U.S.

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Evidence for this determination includes three year cumulative loss positions, future reversal of temporary differences, and expectations of future losses.

For fiscal 2021, the Company assessed the need for a valuation allowance against deferred tax assets in the Company’s China business based on recent taxable income and the expected future performance of the business.

As a result, the Company has established a $ 1,195 valuation allowance against the deferred tax assets of the China business.

As of September 30, 2022, and September 30, 2021, the Company had unrecognized tax benefits of $ 985 and $ 3,333 which, if recognized, would positively benefit the effective tax rate.

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Additions based on tax positions related to prior years 925

Additions based on tax positions related to current year 122

Settlements ( 227 )

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Balance as of September 30, 2022 $ 985

During fiscal 2022, the balance of unrecognized tax benefits decreased by $ 3,012 as a result of completing state tax audits and the expiration of the statute of limitations in various state jurisdictions, partially offset by an increase of $ 664 , primarily related to various state jurisdictions’ uncertain tax positions.

The related accrued penalties and interest for uncertain tax positions decreased by $ 183 .

During fiscal 2021, the balance of unrecognized tax benefits increased by $ 1,949 as a result of federal and various state jurisdictions' uncertain tax positions, partially offset by a decrease of $ 230 as result of completing tax audits and the expiration of the statute of limitations in various state jurisdictions.

2 unchanged sentences

The related accrued penalties and interest for uncertain tax positions increased by $ 134 .

During fiscal 2019, the balance of unrecognized tax benefits decreased by $ 814 as of completing state tax audits and the expiration of the statute of limitations in various state jurisdictions, partially offset by an increase of $ 244 , primarily related to various state jurisdictions’ uncertain tax positions.

The related accrued penalties and interest for uncertain tax positions decreased by $ 25 .

Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities.

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However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company's current estimate of the tax liabilities.

As a result of the 2010 transactions that lead to the Company becoming an independent, stand-alone entity, the Company and Tyco entered into an investment agreement in which Tyco has agreed to indemnify and hold harmless the Company and its subsidiaries and their respective affiliates from and against any taxes of the Company with respect to any tax period ending on or before the closing of the 2010 transactions, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the 2010 transactions.

In addition, the Company has agreed to indemnify and hold harmless Tyco and its affiliates from and against any liability for any taxes of the Company with respect to any tax period after the 2010 transactions.

EARNINGS PER SHARE

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Inventories, net $ 454,511 $ 285,989

Total inventories would be $ 108,911 higher and $ 4,418 lower than reported as of September 30, 2021 and September 30, 2020, respectively, if the first-in, first-out method was used for all inventories.

During the years ended September 30, 2021 and September 30, 2020, inventory quantities in specific pools were lower at the end of the period than the quantities at the beginning of the period.

Total inventories would be $ 64,550 higher and $ 108,911 higher than reported as of September 30, 2022 and September 30, 2021, respectively, if the first-in, first-out method was used for all inventories.

the years ended September 30, 2022 and September 30, 2021, inventory quantities in specific pools were lower at the end of the period than the quantities at the beginning of the period.

This reduction resulted in a liquidation of LIFO inventory quantities carried at net lower costs prevailing in the respective prior years as compared with the cost of respective current year purchases.

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Balance as of September 30, 2020 $ 144,662 $ 43,577 $ 188,239

Goodwill acquired during year 9,948 — 9,948

Exchange rate effects 861 — 861

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

First Lien Term Loan Facility due December 22, 2023 $ — $ 811,540

New Senior Secured Term Loan Facility due May 26, 2028 $ 371,381 $ 371,095

3 unchanged sentences

Long-term debt $ 760,537 $ 758,386

During the three months ended September 30, 2020, the Company made a voluntary payment of principal on the First Lien Loan of $ 40,000 .

During the three months ended December 25, 2020 and the three months ended September 30, 2021, the Company made voluntary prepayments of principal on the First Lien Loan of $ 40,000 and the New Senior Secured Term Loan Facility of $ 26,000 , respectively.

During fiscal 2021, the Company made voluntary prepayments of principal on the New Senior Secured Term Loan Facility of $ 26,000 .

The voluntary prepayment on the New Senior Secured Term Loan Facility resulted in the removal of all principal payment requirements until the contractual maturity of the debt in fiscal 2028.

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(iii) decreases the fee payable with respect to unutilized availability under the facility from 0.375 % to 0.30 %, depending on the remaining availability under the ABL Credit Facility the rate may decrease to 0.25 % and (iv) made certain other changes agreed with the lenders under the ABL Credit Facility.

The Company expects to transition to SOFR as the alternative base rate for both the ABL Credit Facility and New Senior Secured Term Loan in fiscal 2023.

The Amended ABL Credit Facility has aggregate commitments of $ 325,000 and is guaranteed by AIH, the United States subsidiaries owned directly or indirectly by AII and certain other restricted subsidiaries of AII that AII causes to be a subsidiary guarantor from time to time including as of the closing date for the Amended ABL Credit Facility, Columbia-MBF, Inc., a corporation formed by amalgamation under the laws of Canada (“Columbia-MBF”).

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The aforementioned debt instruments contain customary covenants typical for this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions and mergers and consolidations.

Many of these covenants are only applicable when the Company has surpassed certain thresholds relating to its indebtedness.

Many of these covenants are only applicable when the Company has surpassed certain thresholds relating to its indebtedness and availability under the ABL Credit Facility.

Additionally, these debt instruments include customary events of default, including, among other things, payment default, covenant default, payment defaults and accelerations under other indebtedness, judgment defaults and bankruptcy, insolvency or reorganization affecting the Company or certain of its subsidiaries.

Use of Proceeds - The proceeds from the Senior Notes and the New Senior Secured Term Loan Facility were used to repay the remaining principal of the existing First Lien Term Loan Facility of $ 772.0 million and $ 4.0 million of accrued interest.

Use of Proceeds - In fiscal 2021, the proceeds from the Senior Notes and the New Senior Secured Term Loan Facility were used to repay the remaining principal of the existing First Lien Term Loan Facility of $ 772.0 million and $ 4.0 million of accrued interest.

The Company accounted for the repayment of the First Lien Term Loan Facility as an extinguishment of debt and recorded a $ 4.2 million loss on extinguishment of debt.

2 unchanged sentences

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 receivables denominated in a foreign currency.

These derivative instruments are not formally designated as hedges by the Company and the terms of these instruments range from six months to one year .

Short-term forward currency contracts are recorded in prepaid expenses and other current assets or other current liabilities and long-term forward currency contracts are recorded in other long-term assets or other long-term liabilities in the consolidated balance sheets.

The Company used forward currency contracts to hedge the effects of foreign exchange relating to certain of the Company's intercompany receivables denominated in a foreign currency.

These derivative instruments expired during the year.

These were not formally designated as hedges by the Company.

The fair value gains and losses are included in other income, net within the consolidated statements of operations.

13 unchanged sentences

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

First Lien Term Loan Facility due December 22, 2023 $ — $ — $ 812,120 $ 808,060

New Senior Secured Term Loan Facility due May 26, 2028 $ 373,000 $ 370,203 $ 373,000 $ 371,486

11 unchanged sentences

The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation.

Legal Contingencies — Historically, a number of lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe, which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which the Company refers to collectively as the “Special Products Claims.” During fiscal 2019, after a court judgment was issued in one case between the Company and Tyco regarding the indemnification of expenses, fees and settlement amounts relating to the incompatibility issue, the Company and Tyco entered into a global settlement regarding the issue.

The Company agreed to fund the total settlement in exchange for Tyco's agreement to cap the Company’s Special Products Claim deductible at $ 12,000 , as opposed to the $ 13,000 cap negotiated within the original indemnity agreement.

In conjunction with the payment of that settlement, Tyco and the Company examined the Company’s total Special Products Claim payments and agreed that with that settlement payment and payment of a few other legal fee invoices, all of which have now been paid, the Company had met its $ 12,000 deductible obligation related to these Special Products Claims.

(“Tyco”), now Johnson Controls, Inc.

(“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system.

JCI is currently defending the Company in a few such Special Product Claims and since 2019 has defended and indemnified the Company on Special Products Claims as required.

When Special Products Claims arise, JCI has defended and indemnified the Company as required.

As of September 30, 2022, the Company believes that the range of reasonably possible losses for Special Products Claims and other product liabilities is between $ 1,000 and $ 8,000 .

1 unchanged sentence

During the year ended September 30, 2020, one of the Company’s manufacturing facilities experienced a flood which resulted in damages to certain property, plant and equipment.

This facility is covered under the Company’s property and casualty loss and business interruption insurance policies.

This facility was covered under the Company’s property and casualty loss and business interruption insurance policies.

During the year ended September 30, 2021, the Company settled the related insurance claim and received $ 15,500 of business interruption recovery proceeds related to this incident.

The amount was recorded as other income within the consolidated statements of operations for the year ended September 30, 2021.

The amount was recorded

as other income within the consolidated statements of operations for the year ended September 30, 2021.

In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company's business.

9 unchanged sentences

SEGMENT INFORMATION

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

The Electrical Raceway segment was renamed as the Electrical segment.

The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories.

This segment serves contractors in partnership with the electrical wholesale channel.

The Mechanical Products & Solutions segment was renamed as the Safety & Infrastructure segment.

This segment designs and manufactures solutions including metal framing, mechanical pipe, perimeter security, and cable management for the protection and reliability of critical infrastructure.

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 and end users.

Effective in the first quarter of fiscal 2021, the Company also implemented the Realignment of its segment financial reporting structure such that its domestic cable management and prefabrication modular businesses are now reflected in its Safety & Infrastructure segment.

These businesses were previously reflected within the Electrical segment.

See Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” for additional information.

Prior year results have been revised for the impact of the Realignment for comparability.

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

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

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

Intersegment transactions primarily consist of product sales at designated transfer prices on an arm's-length basis.

Gross profit earned and reported within the segment is eliminated in the Company’s consolidated results.

Certain manufacturing and distribution expenses are allocated between the segments on a pro rata basis due to the shared nature of activities.

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.

27 unchanged sentences

Stock-based compensation ( 17,245 ) ( 17,047 ) ( 13,064 )

Gain on purchase of business 731 — 7,384

Transaction costs ( 3,424 ) ( 667 ) ( 196 )

Other (b) ( 2,410 ) 15,826 3,428

1 unchanged sentence

(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

(b) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, restructuring charges and related forward currency derivatives.

The Company’s long-lived assets and net sales by geography were as follows:

24 unchanged sentences

Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses.

As of September 30, 2021, CED National represented 11 % of the Company’s accounts receivable, with no significant amounts past due.

As of September 30, 2020, one customer, Sonepar Management US, Inc., represented 11 % of the Company’s accounts receivable balance due to increased sales in the last 60 days of the year.

As of September 30, 2022, one customer, CED National represented 10 % of the Company’s accounts receivable, with no significant amounts past due.

As of September 30, 2021, one customer, CED National represented 11 % of the Company’s accounts receivable, with no significant amounts past due.

For fiscal 2021, 2020 and 2019, no single customer accounted for more than 10% of sales.

3 unchanged sentences

The Company believes its relationship with its employees is good.

SUBSEQUENT EVENTS

On November 7, 2022, Atkore HDPE, LLC and Allied Tube and Conduit Corporation, wholly-owned subsidiaries of the Company, acquired the assets of Elite Polymer Solutions (“Elite Polymer”), for a purchase price of $ 91.6 million.

Elite Polymer is a manufacturer of HDPE conduit, primarily serving the telecommunications, utility, and transportation markets.

Subsequent to fiscal year end 2022, the Company has repurchased 1.7 million shares at an aggregate cost of $ 150.1 million.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data