Atkore Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our President and CEO, William E. Waltz, and our Vice President and CFO, David P. Johnson, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K as required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act. Messrs. Waltz and Johnson have concluded that both the design and operation of our disclosure controls and procedures were effective as of September 30, 2023. Changes in Internal Control over Financial Reporting No changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act, occurred during the fourth quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management assessed, under the supervision and with the participation of our President and CEO, William E. Waltz, and our Vice President and CFO, David P. Johnson, the effectiveness of the Company’s internal control over financial reporting as of September 30, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that, as of September 30, 2023, the Company’s internal control over financial reporting is effective based on those criteria. Management’s assessment excluded the internal control over financial reporting at Elite Polymer Solutions, which was acquired in fiscal 2023. This company represents 0.6% of total assets (excluding goodwill and intangibles, net), 0.8% of net sales, and 0.1% of net income as of and for the year ended September 30, 2023. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting for fiscal 2023. 99 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Atkore Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Atkore Inc. and subsidiaries (the “Company”) as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2023, of the Company and our report dated November 17, 2023, expressed an unqualified opinion on those financial statements. As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Elite Polymer Solutions, which was acquired on November 7, 2022. The total assets (excluding goodwill and intangibles, net which were included in management's assessment of internal control over financial reporting as of September 30, 2023), net sales, and net income of these acquisitions constitute approximately 0.6%, 0.8% and 0.1%, respectively, of the consolidated financial statement amounts as of and for the year ended September 30, 2023. Accordingly, our audit did not include the internal control over financial reporting at Elite Polymer Solutions. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide 100 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois November 17, 2023 101 Item 9B. Other Information Insider Trader Arrangements and Policies Item 408(a) of Regulation S-K requires the Company to disclose whether any director or officer of the issuer has adopted or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. During the fourth fiscal quarter, the following activity occurred requiring disclosure under Item 408(a) of Regulation S-K. Bill Waltz , President and Chief Executive Officer , initiated a new Rule 10b5-1 trading arrangement on August 23, 2023 . This trading arrangement has a selling start date of November 22, 2023 and a plan end date of March 8, 2024. Under the trading arrangement, 79,600 options, less any options exercised/shares sold pursuant to a preexisting 10b5-1 plan, are available to be exercised and net settled by the broker upon reaching pricing targets defined in the trading arrangement. Bylaw Amendments On November 13, 2023, the Board of Directors (the “Board”) of Atkore Inc. (the “Company”) adopted the Fourth Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective on such date. The changes to the Bylaws include the following: • Article I, Section 1.04 (Meetings of Stockholders—Notice of Meetings; Waiver of Notice). Revised to reflect amended Section 222(a) of the General Corporation Law of the State of Delaware (the “DGCL”), which sets out requirements for the notice of a stockholder meeting. • Article I, Section 1.06 (Meetings of Stockholders—Voting Lists). Revised to reflect amended Section 219(a) of the DGCL, which no longer requires the stockholder list to be made available for inspection during the stockholder meeting. • Article I, Section 1.09 (Meetings of Stockholders—Adjournment). Revised to reflect amended Section 222(c) of the DGCL, which expands the circumstances under which an adjourned meeting can be reconvened without requiring a new notice of meeting. • Article I, Section 1.12 (Meetings of Stockholders—Notice of Stockholder Proposals and Nominations). Updated to (1) clarify the time periods during which a stockholder may make additional or substitute nominations or proposals, (2) expand the scope of disclosures required by a stockholder seeking to nominate persons to be elected to the Board or submit proposals regarding other business at a meeting of stockholders to include information regarding the stockholder, the beneficial owner, if any, on whose behalf the nomination or proposal is made, or any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, and any director nominee, as applicable, (3) establish the number of persons a stockholder may nominate for election to the Board and require a representation that such nominees intend to serve a full term on the Board, (4) require proposed director nominees to complete and submit a questionnaire requested by the Company, (5) enhance and clarify the procedural mechanics in connection with stockholder nominations and proposals, (6) address compliance by stockholders with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, commonly referred to as the “universal proxy rule” and (7) reflect that any stockholder not acting on behalf of the Board by soliciting proxies from other stockholders must use a proxy card color other than white, which is reserved for the exclusive use by the Board. • Article II, Section 2.06 (Meetings of Stockholders—Notice of Meetings; Waiver of Notice). Revised to clarify that notice of a meeting of the Board may be given by electronic transmission. • Article V, Section 5.01 (Capital Stock—Certificates of Stock; Uncertificated Shares). Revised to provide that the stock of the Company shall be uncertificated, unless otherwise provided by the Board. 102 In addition, certain non-substantive language and conforming changes, other technical edits and updates consistent with the DGCL were made to the Bylaws. The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated by reference herein. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 103 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2023 Annual Meeting of Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to General Instruction G to the Form 10-K. Item 11. Executive Compensation The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2023 Annual Meeting of Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to General Instruction G to the Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2023 Annual Meeting of Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to General Instruction G to the Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2023 Annual Meeting of Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to General Instruction G to the Form 10-K. Item 14. Principal Accounting Fees and Services The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2023 Annual Meeting of Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to General Instruction G to the Form 10-K. 104 PART IV Item 15. Exhibits and Financial Statement Schedules (a). Financial Statements, Schedules and Exhibits. 1 . Financial Statements Report of Independent Registered Public Accounting Firm contained in Item 8 of this Annual Report on Form 10-K. 55 Consolidated Statements of Operations for the years ended September 30, 2023, September 30, 2022, and September 30, 2021 contained in Item 8 of this Annual Report on Form 10-K. 58 Consolidated Statements of Comprehensive Income for the years ended September 30, 2023, September 30, 2022, and September 30, 2021 contained in Item 8 of this Annual Report on Form 10-K. 59 Consolidated Balance Sheets for the years ended September 30, 2023, and September 30, 2022 contained in Item 8 of this Annual Report on Form 10-K. 60 Consolidated Statements of Cash Flows for the years ended September 30, 2023, September 30, 2022, and September 30, 2021 contained in Item 8 of this Annual Report on Form 10-K. 61 Consolidated Statements of Shareholders’ Equity for the three year period ended September 30, 2023 contained in Item 8 of this Annual Report on Form 10-K. 63 Notes to the Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K. 64 2 . Financial Statements Schedules The following information is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements contained in Item 8 of this Annual Report on Form 10-K: Schedule I-Atkore Inc. (Parent) Condensed Financial Information 110 Schedule II-Valuation and Qualifying Accounts 115 3. Exhibits 106 The exhibits filed with this report are listed on the Exhibit Index. Entries marked by the symbol † next to the exhibit's number identify management compensatory plans, contracts or arrangements. Item 16. Form 10-K Summary None. 105 Exhibit Index Exhibit Number Exhibit Description 3.1 Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019. 3.1.1 Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 3.1 to Atkore Inc.’s Current Report on Form 8-K filed February 12, 2021. 3.2* Atkore Fourth Amended and Restated Bylaws (effective November 13 2023) 4.1 Form of Common Stock Certificate of Atkore International Group Inc., incorporated by reference to Exhibit 4.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. 4.2 Description of Capital Stock of Atkore International Group Inc., incorporated by reference to Exhibit 4.2 to Atkore International Group Inc.’s Amendment No. 1 on Form 10-K/A, filed on February 4, 2020, to amend Atkore International Group Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, initially filed on November 22, 2019. 4.3 Indenture, dated as of May 26, 2021, by and among Atkore Inc., the subsidiary guarantors and the Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021. 10.1 Amended and Restated Credit Agreement, dated as of August 28, 2020, among Atkore International, Inc., the subsidiary borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on September 1, 2020 . 10.1.1 Amendment Number One to Credit Agreement, dated as of May 26, 2021, among Atkore International Inc., the subsidiaries of Atkore International Inc., the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent thereunder, incorporated by reference to Exhibit 10.2 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021. 10.1.2 Amendment Number Two to Credit Agreement, dated as of March 24, 2023, among Atkore International Inc., the subsidiaries of Atkore International Inc., the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent. 10.2 Second Amended and Restated Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings Inc., Atkore International, Inc. and certain of its subsidiaries from time to time party thereto, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent. 10.3 Amended and Restated Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-MBF Inc. and certain Atkore International, Inc. subsidiaries, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent. 10.4 Term Loan Credit Agreement, dated as of May 26, 2021, by and among Atkore Inc., as parent, Atkore International Inc., as borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021. 10.4.1 Amendment Number One to Term Loan Credit Agreement, dated as of March 15, 2023, by and among Atkore Inc., as parent, Atkore International Inc., as borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent. 106 10.5 Intercreditor Agreement, dated as of May 26, 2021, by and between Wells Fargo Bank, National Association, in its capacity as collateral agent for the ABL secured parties and JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Term Loan secured parties, together with additional parties from time to time party thereto. 10.6 Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings Inc., Atkore International, Inc. and certain subsidiaries of Atkore Inc. from time to time party thereto, in favor of JPMorgan Chase Bank, N.A., as collateral agent and administrative agent. 10.7 Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-MBF Inc. and certain subsidiaries of Atkore Inc., in favor of JPMorgan Chase Bank, N.A., as collateral agent and administrative agent. 10.8† Severance Policy, dated January 3, 2022 10.9† Atkore International Group Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.15 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011. 10.10† Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.16 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011. 10.11† Form of Employee Stock Subscription Agreement (Purchased Shares), incorporated by reference to Exhibit 10.17 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011. 10.12† Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.25 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. 10.12.1†* Schedule of Signatories to a Director Indemnification Agreement. 10.13† Atkore International Group Inc. Annual Incentive Plan, incorporated by reference to Exhibit 10.26 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. 10.14† Atkore International Group Inc. 2020 Omnibus Incentive Plan, incorporated by reference to Annex A to Atkore International Group Inc.’s Definitive Proxy Statement on Schedule 14A filed on December 13, 2019. 10.14.1† Form of Employee Restricted Stock Unit Agreement under the 2020 Omnibus Incentive Plan. 10.14.2† Employee Performance Share Agreement under the 2020 Omnibus Incentive Plan. 10.15† Non-Employee Director Compensation Program of Atkore Inc. 10.16† Form of Director Restricted Stock Unit Agreement under the 2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.30 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. 10.17† Form of Employee Stock Option Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.3 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended. 10.18† Form of Employee Restricted Stock Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.4 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended. 10.19† Form of Employee Performance Share Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.5 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended. 10.20† Severance and Retention Policy for Senior Management, effective July 10, 2017, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. 10.21† Letter Agreement, dated May 4, 2018, by and among William Waltz, Atkore International Inc. and Atkore International Group Inc., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed on August 7, 2018. 107 10.22† Atkore International Group Inc. 2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.27 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. 10.22.1† Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. 10.22.2† Form of Employee Restricted Stock Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016. 10.22.3† Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan. 21.1* List of Subsidiaries of Atkore Inc. as of September 30, 2023. 23.1* Consent of Deloitte & Touche LLP. 31.1* Certification of Chief Executive Officer of Atkore Inc. pursuant to Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer of Atkore Inc. pursuant to Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1†† Certification of Chief Executive Officer of Atkore Inc. pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2†† Certification of Chief Financial Officer of Atkore Inc. pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* XBRL Instance Document (formatted as inline XBRL) 101.SCH* XBRL Taxonomy Extension Schema (formatted as inline XBRL) 101.CAL* XBRL Taxonomy Extension Calculation Linkbase 101.DEF* XBRL Taxonomy Extension Definition Linkbase 101.LAB* XBRL Taxonomy Extension Label Linkbase 101.PRE* XBRL Extension Presentation Linkbase 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * Filed herewith. † Identifies each management contract or compensatory plan or arrangement. †† Furnished herewith. 108 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ATKORE INC. (Registrant) Date: November 17, 2023 By: /s/ David P. Johnson Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: November 17, 2023 By: /s/ Michael V. Schrock Name: Michael V. Schrock Title: Director and Chairman of the Board Date: November 17, 2023 By: /s/ William E. Waltz Name: William E. Waltz Title: President and Chief Executive Officer, Director (Principal Executive Officer) Date: November 17, 2023 By: /s/ David P. Johnson Name: David P. Johnson Title: Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: November 17, 2023 By: /s/ Betty R. Wynn Name: Betty R. Wynn Title: Director Date: November 17, 2023 By: /s/ Jeri L. Isbell Name: Jeri L. Isbell Title: Director Date: November 17, 2023 By: /s/ Wilbert W. James Jr. Name: Wilbert W. James Jr. Title: Director Date: November 17, 2023 By: /s/ Justin A. Kershaw Name: Justin A. Kershaw Title: Director Date: November 17, 2023 By: /s/ Scott H. Muse Name: Scott H. Muse Title: Director Date: November 17, 2023 By: /s/ B. Joanne Edwards Name: B. Joanne Edwards Title: Director Date: November 17, 2023 By: /s/ A. Mark Zeffiro Name: A. Mark Zeffiro Title: Director 109 SCHEDULE I ATKORE INC. (PARENT) CONDENSED FINANCIAL INFORMATION CONDENSED BALANCE SHEETS (in thousands, except share and per share data) September 30, 2023 September 30, 2022 Assets Investment in subsidiary $ 1,468,119 $ 1,249,787 Total Assets $ 1,468,119 1,249,787 Liabilities and Equity Total Liabilities $ — $ — Equity: Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 37,317,893 and 41,351,350 shares issued and outstanding, respectively $ 374 $ 415 Treasury stock, held at cost, 0 and 260,900 shares, respectively — ( 2,580 ) Additional paid-in capital 506,783 500,117 Retained earnings 994,902 801,981 Accumulated other comprehensive loss ( 33,940 ) ( 50,146 ) Total Equity 1,468,119 1,249,787 Total Liabilities and Equity 1,468,119 $ 1,249,787 See Notes to Condensed Financial Information 110 SCHEDULE I ATKORE INC. (PARENT) CONDENSED FINANCIAL INFORMATION CONDENSED STATEMENTS OF OPERATIONS Fiscal Year Ended (in thousands) September 30, 2023 September 30, 2022 September 30, 2021 Equity in net income of subsidiary $ 689,899 $ 913,434 $ 587,857 Net income 689,899 913,434 587,857 Other comprehensive (loss) income of subsidiary, net of tax 16,206 ( 21,420 ) 13,828 Comprehensive income $ 706,105 $ 892,014 $ 601,685 See Notes to Condensed Financial Information 111 SCHEDULE I ATKORE INC. (PARENT) CONDENSED FINANCIAL INFORMATION CONDENSED STATEMENTS OF CASH FLOWS For the Year Ended (in thousands) September 30, 2023 September 30, 2022 September 30, 2021 Cash Flows from Operating Activities: Net cash provided by operating activities $ — $ — $ — Cash Flows from Investing Activities: Distribution received from subsidiary 491,033 500,161 135,066 Distribution paid to subsidiary 14,428 24,045 ( 2,660 ) Net cash provided by investing activities 505,461 524,206 132,406 Cash Flows from Financing Activities: Issuance of common stock, net of taxes withheld ( 14,428 ) ( 24,045 ) 2,660 Repurchase of common shares ( 491,033 ) ( 500,161 ) ( 135,066 ) Net cash used in financing activities ( 505,461 ) ( 524,206 ) ( 132,406 ) Net change in cash and cash equivalents — — — Cash and cash equivalents: Beginning — — — Ending $ — $ — $ — See Notes to Condensed Financial Information 112 SCHEDULE I ATKORE INC. (PARENT) CONDENSED FINANCIAL INFORMATION NOTES TO CONDENSED FINANCIAL INFORMATION (dollars in thousands) 1. Description of Atkore Inc. Atkore Inc. (the “Company,” “Parent” or “Atkore”) was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group Inc. The Company was the stockholder of Atkore International Holdings Inc. (“AIH”), which was the sole stockholder of Atkore International Inc. (“AII”). On December 31, 2022, AIH merged into AII, with AII being the surviving entity. Accordingly, Atkore is now the sole stakeholder of AII. Prior to the transactions described below, all of the capital stock of AII was owned by Tyco International Ltd. (“Tyco”). The business of AII was operated as the Tyco Electrical and Metal Products (“TEMP”) business of Tyco. Atkore was initially formed by Tyco as a holding company to hold ownership of TEMP. On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied Holdings, L.P. (the “CD&R Investor”), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC (“CD&R”). On December 22, 2010, the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the “Preferred Stock”) of the Company. The Preferred Stock initially represented 51 % of the Company's outstanding capital stock (on an as-converted basis). On December 22, 2010, the Company also issued common stock (the “Common Stock”) to Tyco's wholly owned subsidiary, Tyco International Holding S.à.r.l. (“Tyco Seller”), that initially represented the remaining 49 % of the Company's outstanding capital stock. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity. On March 6, 2014, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with Tyco for the acquisition (the “Acquisition”) of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $ 250,000 to Tyco Seller to redeem the shares, which were subsequently retired. The Company paid $ 2,000 of expenses related to the share redemption. In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into Common Stock. As a result, Common Stock is the Company's sole issued and outstanding class of securities. The Parent has no significant operations or assets other than its indirect ownership of the equity of AII. Accordingly, the Parent is dependent upon distributions from AII to fund its obligations. However, under the terms of the agreements governing AII's borrowings, AII's ability to pay dividends or lend to Atkore Holding or the Parent, is restricted. While certain exceptions to the paying dividends or lending funds restrictions exist, these restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of the Company's subsidiaries exceeding 25% of the consolidated net assets of the Company and its subsidiaries. Atkore Holding has no obligations to pay dividends to the Parent except to pay specified amounts to Parent in order to fund the payment of the Parent's tax obligations. 2. Basis of Presentation The accompanying condensed Parent only financial statements are required in accordance with Rule 4-08(e)(3) of Regulation S-X. The financial statements include the amounts of the Parent and its investment in its subsidiaries under the equity method and does not present the financial statements of the Parent and its subsidiaries on a consolidated basis. Under the equity method, investment in its subsidiaries is stated at cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received since the date of acquisition. These condensed Parent only financial statements should be read in conjunction with the Atkore Inc. consolidated financial statements and their accompanying notes. 113 3. Dividends and Distributions from Subsidiaries The Company received distributions of $ 491,033 , $ 500,161 , and $ 135,066 from its subsidiaries for the years ended September 30, 2023, September 30, 2022 and September 30, 2021, respectively. The distributions received in fiscal 2023, 2022 and 2021 were used to repurchase shares of the Company's common stock. These dividends were permissible under an exception to the net asset restrictions of the agreements governing AII's borrowings, which allow for dividend payments from AII to the Parent for the purpose of repurchasing shares of Parent's common stock. 114 SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in thousands) Balance at Beginning of Year Additional (Charges)/Benefit to Income Write offs and Other Balance at End of Year Accounts Receivable Allowance for Current and Expected Credit Losses: For the fiscal year ended: 2023 $ ( 2,544 ) ( 770 ) ( 1,865 ) $ ( 5,179 ) 2022 $ ( 2,510 ) ( 1,276 ) 1,242 $ ( 2,544 ) 2021 $ ( 3,167 ) ( 339 ) 996 $ ( 2,510 ) Deferred Tax Valuation Allowance: For the fiscal year ended: 2023 $ ( 13,415 ) ( 44 ) ( 5,620 ) $ ( 19,079 ) 2022 $ ( 11,523 ) ( 5,265 ) 3,373 $ ( 13,415 ) 2021 $ ( 10,203 ) ( 2,190 ) 870 $ ( 11,523 ) 115