What changed in this filing

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Item 1. Business

2023-11-17 compared with 2022-11-18 · 39 added, 23 removed, 189 unchanged (25% of the section changed)

4 unchanged sentences

(collectively with all its subsidiaries referred to in this Annual Report on Form 10-K as “Atkore,” the “Company,” “we,” “us,” and “our”) was incorporated in the State of Delaware on November 4, 2010.

Atkore is the sole stockholder of Atkore International Holdings Inc.

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

As of September 30, 2023, Atkore was the sole stockholder of Atkore International Holdings Inc.

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

On December 28, 2022, AIH merged into AII, with AII being the surviving entity.

Accordingly, Atkore is now the sole stockholder of AII.

We are a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets, as well as residential markets, and Safety & Infrastructure products for the construction and industrial markets.

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The majority of Atkore products have Building Information Modeling (“BIM”) models available for our customers’ use.

Significant product categories within our Electrical segment include metal electrical conduit and fittings, plastic pipe and conduit, electrical cable and flexible conduit, and international cable management systems, which are critical components of the electrical infrastructure for new construction and MR&R markets.

Significant product categories within our Safety & Infrastructure segment include mechanical pipe, metal framing & fittings, construction services and perimeter security.

Significant product categories within our Electrical segment include metal electrical conduit and fittings, plastic pipe conduit and fittings, electrical cable and flexible conduit, and international cable management systems, which are critical components of the electrical infrastructure for new construction and MR&R markets.

Significant product categories within our Safety & Infrastructure segment include mechanical tube, metal framing & fittings, construction services and perimeter security.

Our metal framing products are used in the installation of electrical systems and various support structures, and our mechanical tube products can commonly be found in solar applications.

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In fiscal 2023, our top ten customers accounted for approximately 38% of net sales.

No single customer, even after consolidating all branches of such customer, which often make independent purchasing decisions, accounted for more than 10% of our net sales in fiscal 2022, 2021 or 2020.

For Fiscal 2023, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2022 and 2021, no single customer accounted for more than 10% of sales.

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

2 unchanged sentences

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

and STAFDA) as well as industrial distributors and big-box retailers (such as The Home Depot, Inc.).

and STAFDA) as well as industrial distributors and big-box retailers.

We also support alternative energy OEMs, with many applications used in solar system infrastructure.

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

our primary suppliers of copper are AmRod and SDI LaFarga;

our primary suppliers of copper are AmRod, SDI LaFarga and Nexans;

and our primary suppliers of PVC resin are Westlake, Formosa and Oxy Vinyls;

and our primary suppliers of HDPE resin are LyondellBasell and Baystar.

We strive to maintain strong relationships with our suppliers.

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We expect our suppliers to carry out Atkore’s values and commitments by using resources responsibly, reducing the environmental footprint of their operations whenever possible, and upholding fair employment and human rights principles as outlined in our Supplier Integrity and Sustainability Standards.

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

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

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

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Our marketing efforts are focused on key stakeholder audiences including electrical and industrial distributors, contractors, engineers, government entities, and OEM customers.

These combined efforts communicate the value proposition of the overall Atkore brand by bringing together complementary

solutions in our portfolio while reinforcing the individual value propositions of our leading sub-brands such as Allied Tube & Conduit, AFC Cable Systems, Kaf-Tech, Heritage Plastics, Unistrut, Power-Strut, Cope, US Tray, FRE Composites, United Poly Systems, Calbond and Calpipe.

These combined efforts

communicate the value proposition of the overall Atkore brand by bringing together complementary solutions in our portfolio while reinforcing the individual value propositions of our leading sub-brands such as Allied Tube & Conduit, AFC Cable Systems, Kaf-Tech, Heritage Plastics, Unistrut, Power-Strut, Cope, US Tray, FRE Composites, United Poly Systems, Calbond and Calpipe.

Atkore sales are enabled through external commissioned sales agents and internal sales teams that drive customer acquisition and retention.

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

In addition to these widely available IT products, we developed a new application for our agents that we believe will improve the overall order entry process.

Additionally, during fiscal 2016, we invested in installing and implementing a new general ledger and financial reporting system for the entire Company replacing a number of systems used in various parts of the Company.

We have also chosen to migrate our email service and various other information technology services to a cloud computing platform hosted by Microsoft.

During fiscal 2019, we completed the implementation of an integrated system for order management, advanced warehouse management, finished goods inventory management and accounts receivable.

We are in the final stages of a customer-facing technology investment that streamlines the process of designing installation plans, ordering, and managing the process through delivery, providing speed and accuracy not available from our competitors.

These commercially available software products include the Company’s general ledger and financial reporting system.

The Company’s email service and various other information technology services are on cloud computing platforms hosted by various prominent and reputable technology companies.

Beginning in 2019, the Company began to standardize its ERP and has completed the implementation of modules for order management, advanced warehouse management, inventory management, accounts receivable and accounts payable across significant portions of the business.

The Company continues to implement this ERP as it integrates acquired businesses.

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

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Our culture provides employees with opportunities for personal and professional development as well as community engagement, all of which contribute to our Company’s overall success.

In addition to many other awards, in 2020, Atkore was recognized as a Great Place to Work-Certified TM company.

In addition to many other awards, in 2023, Atkore was recognized as a Great Place to Work-Certified TM company for the third year in a row.

Employee Base

6 unchanged sentences

We believe our relationship with our employees is good.

From time to time, our collective bargaining agreements expire and come up for re-negotiations.

Our collective bargaining agreement with the Teamsters for our New Bedford, Massachusetts facility involving a bargaining unit of 194 employees expired in February 2023, and we successfully negotiated a new agreement, which now expires in February 2028.

Our Harvey, Illinois Special Metal Processing Facility agreement with the United Steelworkers Union, involving a bargaining unit of 20 employees, expired in November 2022, and we successfully negotiated a new agreement, which now expires in November 2025.

Our Unistrut Construction agreement with the Southern Region Carpenters Union, involving a bargaining unit of 27 employees, expired in November 2022, and we successfully negotiated a new agreement, which now expires in November 2025.

Our Hebron Ohio facility agreement with the GMPP Alied Worker International Union, involving a bargaining unit of 58 employees, expired in April 2023, and we successfully negotiated a new agreement which now expires in April 2027.

Our Harvey, Illinois collective bargaining agreement with the United Steelworkers involving 367 represented employees, is set to expire in April 2024.

We believe our relationship with our employees is good.

Safety, Health and Well-Being

4 unchanged sentences

In 2021, we also introduced updates to our Life Saving Rules, which provide additional guidance on the actions every employee must take to ensure safe practices across our operations.

Our employees are required to receive Atkore Kore Training and Safety Alerts, which cover high-hazard occupational safety concerns and compliance with both internal and external safety and environmental permits.

All employees are

required to certify compliance with the Life Saving Rules annually.

Additionally, our employees are required to receive Atkore Kore Training and Safety Alerts, which cover high-hazard occupational safety concerns and compliance with both internal and external safety and environmental permits.

Every one of our sites completes a self-assessment and certification of completion.

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

In 2021, we integrated DE&I topics into our employee onboarding process and rolled out unconscious bias training for salaried employees.

We include the importance of building diverse and inclusive teams in manager training and structure the interview process to minimize implicit biases.

All employees are required to complete anti-harassment training.

In 2023, we expanded the scope DEI related training offerings, building upon our required unconscious bias training for salaried and hourly employees and reflecting our ambition to embed equity and inclusion across our business.

In 2022, we also expanded our anti-harassment policy to expressly prohibit bullying, in addition to discrimination and all forms of harassment, and all Atkore employees are required to complete anti-harassment training.

Our DEI Steering Committee sponsored a number of community events and contributions in 2023, including back-to-school backpack drives for lower social-economic communities, and engagement with a variety of LGBTQIA+ community organizations, including as a sponsor for the Center on Halsted's annual gala and career fair in Chicago, Illinois.

We regularly evaluate our progress on DE&I across the company.

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Atkore is committed to supporting human rights and fair labor practices.

We will not tolerate human rights abuses of any kind, including human trafficking, child labor or incidents of corruption within our company or supply chain.

We will not tolerate human rights abuses of any kind, including human trafficking, child labor or incidents of corruption within our

company or supply chain.

Employees are encouraged to report any potential violations or concerns, and all reports are promptly and impartially investigated.

Our Human Rights Policy defines our dedication to protecting human rights and is driven by our core values and is aligned with national and international principles of human rights.

In fiscal 2023, we launched Human Trafficking Awareness and Prevention training for all salaried employees.

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

27 unchanged sentences

We entered into a consent order that required Allied Tube to pay a nominal penalty, install base low-flow oil and water separation equipment and take certain additional remedial actions to resolve the State’s claim.

The installation of the low-flow oil and water separation equipment is complete and certain additional remediation activities are in progress.

The installation of the low-flow oil and water separation equipment is complete;

however, the State is now requiring additional remedial investigation and remediation activities before considering a no further action determination and it has extended the deadline to perform all such activity through December 2025.

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

9 unchanged sentences

We continued to keep the IPEA informed on our progress.

The facility achieved compliance within the one-year start-up / shake-down period.

The facility achieved intermittent compliance during the one-year start-up / shake-down period and throughout the remainder of 2022, and into 2023.

Discussions were held with the IEPA regarding the zinc translator constant and the mixing zone study over the summer.

Based on the updated stormwater calculations, the IEPA has agreed to a less-stringent permit limit for zinc (1.84 mg/L vs 1.15 mg/L).

Ongoing compliance with the stormwater discharge permit is not expected to have a material effect on our financial position, results of operations or cash flows.

11 unchanged sentences

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

What changed 10-K

Item 1. Business