Atkore Inc. 10-K

Item 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Atkore Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Atkore Inc. and subsidiaries (the "Company") as of September 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended September 30, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, 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, 2024, 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 20, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ DELOITTE & TOUCHE LLP Chicago, Illinois November 20, 2024 We have served as the Company’s auditor since 2011. 55 ATKORE INC. CONSOLIDATED STATEMENTS OF OPERATIONS Fiscal Year Ended (in thousands, except per share data) Note September 30, 2024 September 30, 2023 September 30, 2022 Net sales $ 3,202,053 $ 3,518,761 $ 3,913,949 Cost of sales 2,124,214 2,179,260 2,273,924 Gross profit 1,077,839 1,339,501 1,640,025 Selling, general and administrative 397,544 388,206 370,044 Intangible asset amortization 12 55,511 57,804 36,176 Operating income 624,784 893,491 1,233,805 Interest expense, net 35,584 35,232 30,676 Other (income) and expense, net 6 1,963 7,969 ( 490 ) Income before income taxes 587,237 850,290 1,203,620 Income tax expense 7 114,365 160,391 290,186 Net income $ 472,872 $ 689,899 $ 913,434 Net income per share Basic 8 $ 12.83 $ 17.51 $ 20.56 Diluted 8 $ 12.69 $ 17.27 $ 20.30 See Notes to Consolidated Financial Statements 56 ATKORE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Fiscal Year Ended (in thousands) Note September 30, 2024 September 30, 2023 September 30, 2022 Net income $ 472,872 $ 689,899 $ 913,434 Other comprehensive (loss) income, net of tax: Change in foreign currency translation adjustment 14,453 10,212 ( 23,943 ) Change in unrecognized income related to pension benefit plans 393 5,994 2,523 Total other comprehensive (loss) income 9 14,846 16,206 ( 21,420 ) Comprehensive income $ 487,718 $ 706,105 $ 892,014 See Notes to Consolidated Financial Statements 57 ATKORE INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) Note September 30, 2024 September 30, 2023 Assets Current Assets: Cash and cash equivalents $ 351,385 $ 388,114 Accounts receivable, less allowance for current and expected credit losses of $ 6,322 and $ 5,179 , respectively 489,926 559,854 Inventories, net 10 524,695 493,852 Prepaid expenses and other current assets 158,382 96,670 Total current assets 1,524,388 1,538,490 Property, plant and equipment, net 11 652,093 559,041 Intangible assets, net 12 340,431 394,372 Goodwill 12 314,000 311,106 Right-of-use assets, net 2 180,656 120,747 Deferred income taxes 7 554 546 Other long-term assets 9,281 10,707 Total Assets $ 3,021,403 $ 2,935,009 Liabilities and Equity Current Liabilities: Accounts payable $ 262,201 $ 292,734 Income tax payable 2,000 6,322 Accrued compensation and employee benefits 44,723 45,576 Customer liabilities 1 108,782 121,576 Lease obligations 2 22,038 16,230 Other current liabilities 71,122 82,166 Total current liabilities 510,866 564,604 Long-term debt 13 764,838 762,687 Long-term lease obligations 2 164,328 105,517 Deferred income taxes 7 26,574 22,346 Other long-term liabilities 14,897 11,736 Total Liabilities 1,481,503 1,466,890 Equity: Common stock, $ 0.01 par value, 1,000,000,000 shares authorized, 34,859,033 and 37,317,893 shares issued and outstanding, respectively 350 374 Additional paid-in capital 509,254 506,783 Retained earnings 1,049,390 994,902 Accumulated other comprehensive loss 9 ( 19,094 ) ( 33,940 ) Total Equity 1,539,900 1,468,119 Total Liabilities and Equity $ 3,021,403 $ 2,935,009 See Notes to Consolidated Financial Statements 58 ATKORE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal year ended (in thousands) Note September 30, 2024 September 30, 2023 September 30, 2022 Operating activities Net income $ 472,872 $ 689,899 $ 913,434 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 121,018 115,524 84,415 Amortization of debt issuance costs and original issue discount 2,151 2,151 2,151 Deferred income taxes 7 3,369 12,860 3,054 Provision for losses on accounts receivable and inventory 5,096 5,269 10,235 Stock-based compensation expense 5 20,300 21,101 17,245 Amortization of right-of-use assets 2 30,194 20,321 13,916 Other adjustments to net income ( 1,076 ) 7,481 4,850 Changes in operating assets and liabilities, net of effects from acquisitions Accounts receivable 72,732 ( 30,278 ) 17,749 Inventories ( 31,920 ) ( 42,419 ) ( 160,980 ) Prepaid expenses and other current assets ( 18,610 ) ( 11,152 ) ( 21,718 ) Accounts payable ( 37,558 ) 32,298 ( 28,968 ) Income taxes ( 46,163 ) ( 3,088 ) ( 92,802 ) Accrued and other liabilities ( 48,691 ) ( 10,176 ) 27,198 Other, net 5,319 ( 2,157 ) ( 2,944 ) Net cash provided by operating activities 549,033 807,634 786,835 Investing activities Capital expenditures ( 149,861 ) ( 218,888 ) ( 135,776 ) Proceeds from sale of properties, plant and equipment 1,561 123 779 Acquisitions of businesses, net of cash acquired 3 ( 6,036 ) ( 83,385 ) ( 307,805 ) Net cash used for investing activities ( 154,336 ) ( 302,150 ) ( 442,802 ) Financing activities Issuance of common stock, net of taxes withheld 5 ( 17,824 ) ( 14,428 ) ( 24,045 ) Repurchase of common stock ( 381,040 ) ( 491,033 ) ( 500,161 ) Finance lease payments ( 1,957 ) ( 1,320 ) — Dividends paid to shareholders ( 34,461 ) — — Net cash used for financing activities ( 435,282 ) ( 506,781 ) ( 524,206 ) Effects of foreign exchange rate changes on cash and cash equivalents 3,856 661 ( 7,365 ) Increase (decrease) in cash and cash equivalents ( 36,729 ) ( 637 ) ( 187,538 ) Cash and cash equivalents at beginning of period 388,114 388,751 576,289 Cash and cash equivalents at end of period $ 351,385 $ 388,114 $ 388,751 Supplementary Cash Flow information Interest paid $ 47,099 $ 43,670 $ 30,529 Income taxes paid, net of refunds 66,369 150,934 379,769 Capital expenditures, not yet paid 12,848 7,893 8,653 59 Fiscal year ended (in thousands) Note September 30, 2024 September 30, 2023 September 30, 2022 Acquisitions of businesses, not yet paid — 13,625 12,628 Operating cash flows from cash paid on operating lease liabilities 18,526 15,155 12,549 Operating lease right-of-use assets obtained in exchange for lease liabilities 73,294 63,644 38,794 See Notes to Consolidated Financial Statements 60 ATKORE INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the three year period ended September 30, 2024 Common Stock Treasury Stock Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Total Equity (in thousands) Shares Amount Amount Balance as of September 30, 2021 45,997 $ 461 $ ( 2,580 ) $ 506,921 $ 388,660 $ ( 28,726 ) $ 864,736 Net income — — — — 913,434 — 913,434 Other comprehensive income (loss) — — — — — ( 21,420 ) ( 21,420 ) Stock-based compensation — — — 17,245 — — 17,245 Issuance of common stock, net of shares withheld for tax 434 4 — ( 24,049 ) — — ( 24,045 ) Repurchase of common stock ( 5,080 ) ( 51 ) — — ( 500,113 ) — ( 500,161 ) Balance as of September 30, 2022 41,351 415 ( 2,580 ) 500,117 801,981 ( 50,146 ) 1,249,787 Net income — — — — 689,899 — 689,899 Other comprehensive income (loss) — — — — — 16,206 16,206 Stock-based compensation — — — 21,101 — — 21,101 Issuance of common stock, net of shares withheld for tax 288 3 — ( 14,435 ) — — ( 14,432 ) Repurchase of common stock ( 4,322 ) ( 43 ) — — ( 494,399 ) — ( 494,442 ) Retirement of Treasury Stock — — 2,580 — ( 2,580 ) — — Balance as of September 30, 2023 37,317 375 — 506,783 994,901 ( 33,940 ) 1,468,119 Net income — — — — 472,872 — 472,872 Other comprehensive income (loss) — — — — — 14,846 14,846 Stock-based compensation — — — 20,300 — — 20,300 Issuance of common stock, net of shares withheld for tax 486 4 — ( 17,829 ) — — ( 17,825 ) Repurchase of common stock ( 2,945 ) ( 29 ) — — ( 383,922 ) — ( 383,951 ) Dividends Paid to Shareholders — — — — ( 34,461 ) — ( 34,461 ) Balance as of September 30, 2024 34,858 $ 350 $ — $ 509,254 $ 1,049,390 $ ( 19,094 ) $ 1,539,900 See Notes to Consolidated Financial Statements 61 ATKORE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (dollars in thousands, except share and per share data) 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation Organization and Ownership Structure — Atkore Inc. (the “Company” or “Atkore”) is a leading manufacturer of Electrical products primarily for the non-residential construction and renovation markets and Safety & Infrastructure for the construction and industrial markets. The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. 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. The Company was incorporated in the State of Delaware on November 4, 2010 under the name Atkore International Group Inc. As of September 20, 2022, Atkore was the sole stockholder of Atkore International Holdings Inc. (“AIH”), which in turn was the sole stockholder of Atkore International Inc. (“AII”). On December 28, 2022, AIH merged into AII, with AII being the surviving entity. Accordingly, Atkore is now the sole stockholder of AII. Holders of common stock are entitled to cast one vote for each share held of record on all matters submitted to a vote of the stockholders. Additionally, holders of common stock are entitled to receive, on a pro rata basis, dividends and distributions, if any, that the Company’s board of directors may declare out of legally available funds. Share Repurchase Program — 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. 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. 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. As of September 30, 2024, there were no authorized repurchases remaining. On May 2, 2024, the board of directors approved a share repurchase program, under which the Company may repurchase up to $ 500.0 million of its outstanding stock. As of September 30, 2024, $ 428.1 million of repurchases remained available under the plan. 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”). The audited consolidated financial statements include the assets and liabilities used in operating the Company's business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the audited consolidated financial statements from the effective date of acquisition or up to the date of disposal. Fiscal Periods — The Company has a fiscal year that ends on September 30. The Company's fiscal quarters typically end on the last Friday in December, March and June as it follows a 4-5-4 calendar. Use of Estimates — The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates. 62 Summary of significant accounting policies Revenue Recognition — The Company’s revenue arrangements primarily consist of a single performance obligation to transfer promised goods which is satisfied at a point in time when title, risks and rewards of ownership, and subsequently control have transferred to the customer. This generally occurs when the product is shipped to the customer, with an immaterial amount of transactions in which control transfers upon delivery. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations. Under the Inflation Reduction Act of 2022 (“IRA”), the Company is eligible for tax credits related to the manufacturing and selling of components used in the solar energy industry. These tax credits are transferable under the IRA when they meet certain criteria. When credits do not meet the transferability criteria, the benefit is recognized within income tax expense in accordance with ASC 740, “Income Taxes.” Beginning in fiscal 2024, the Company has concluded that the credits generated are transferable. As such, the benefit of the solar energy tax credits is recognized as a reduction of cost of sales. The Company has contractual arrangements with certain customers to transfer a portion of the tax credits or to otherwise provide a rebate based on an agreed-upon value of the tax credits generated. Pursuant to such contractual arrangements, if the tax credits will be transferred to the customer, the Company identifies two separate performance obligations: (1) transfer the promised goods; and (2) transfer of the defined portion of the tax credits earned. The Company allocates the total value of these transactions between the two performance obligations. As a result of this allocation, the Company recognizes a reduction to revenue, similar to a rebate. For arrangements with no transfer of tax credits there is only a single performance obligation to transfer the promised goods and a rebate, which is recognized as a reduction of revenue, is granted based on the agreed-upon value of the tax credits generated. The solar energy tax credit receivable is recorded in Prepaid Expenses and Other Current Assets and the liability to transfer the defined portion of the tax credits or the economic value is recorded in Customer Liabilities. For the year ended September 30, 2024, the Company has recognized a reduction of revenue of $ 68,738 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 83,999 . As of September 30, 2024, the Company has a liability of $ 22,489 for credits to be transferred or the value thereof. As of September 30, 2024, all activity related to the solar energy tax credits is within the Safety & Infrastructure segment. The Company has certain arrangements that require it to estimate at the time of sale the amounts of variable consideration that should not be recorded as revenue as certain amounts are not expected to be collected from customers, as well as an estimate of the value of products to be returned. The Company principally relies on historical experience, specific customer agreements, and anticipated future trends to estimate these amounts at the time of sale and to reduce the transaction price. 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. The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of sales. Sales taxes and other usage-based taxes are excluded from revenue. The practical expedient not to disclose information about remaining performance obligations has also been elected as these obligations have an original duration of one year or less. The Company does not evaluate whether the selling price includes a financing interest component for contracts that are less than a year. The Company also expenses costs incurred to obtain a contract, primarily sales commissions, as all obligations will be settled in less than one year. 63 The Company typically receives payment 30 to 60 days from the point it has satisfied the related performance obligation. See Note 17, “Segment Information” for revenue disaggregated by geography and product categories. Cost of Sales — The Company includes all costs directly related to the production of goods for sale in cost of sales in the statement of operations. These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower of cost or market provisions, freight and distribution costs, and the depreciation and amortization of assets directly used in the production of goods for sale. Selling, General and Administrative Expenses — These amounts primarily include payroll-related expenses for both administrative and selling personnel, compensation expense from stock-based awards, restructuring-related charges, third-party professional services and transactional gains or losses for foreign currency transactions, excluding the foreign exchange exposure for intercompany loan transactions, which is included in Other (income) and expense, net. Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. 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. Inventories — Inventories are recorded at the lower of cost (primarily LIFO) or market value. The Company estimates losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price. See Note 10, “Inventories, net.” Property, Plant and Equipment — Property, plant and equipment, net, is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows: Buildings 4 to 40 years Building improvements 3 to 20 years Machinery and equipment 1 to 20 years Leasehold improvements Lesser of remaining term of the lease or useful life Software 2 to 10 years The internal and external costs incurred to develop internal use computer software during the application development stage of the implementation, including the design of the chosen path, are capitalized. Other costs, including expenses incurred during the preliminary project stage, training expenses, data conversion costs and expenses incurred in the post implementation stage are expensed in the period incurred. Capitalized costs are amortized ratably over the useful life of the software when the software becomes operational. Upgrades and enhancements to internal use software are capitalized only if the costs result in additional functionality. 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 64 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. The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Recoverability of an asset or asset group is first measured by a comparison of the carrying amount to its estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value. If impairment is determined to exist, any related impairment loss is calculated based on the estimated fair value. Impairment losses on assets to be disposed of or held for sale, if any, are based on the estimated proceeds to be received, less costs of disposal. The Company also considers potential impairment indicators associated with other finite-lived intangible assets, including its customer relationships, patents, and non-compete agreements. An impairment is recognized if the carrying value of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The Company's key customers are primarily wholesale and national distributors. The terms of these relationships are based on purchase orders and are not contractually based. Customer relationships are amortized on a straight-line basis over their useful lives, ranging from 6 to 14 years. The Company evaluates the appropriateness of remaining useful lives based on customer attrition rates. Other intangible assets are amortized on a straight-lined basis over their estimated useful lives, ranging from 1 to 20 years. The Company did not have a triggering event during fiscal 2024, 2023 and 2022. Goodwill and Indefinite-Lived Intangible Asset Impairments — The Company assesses the recoverability of goodwill and indefinite-lived trade names on an annual basis in accordance with Accounting Standards Codification (“ASC”) 350 “Intangibles - Goodwill and Other.” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit or the respective indefinite-lived trade name is less than the carrying value. The Company can elect to perform a quantitative or qualitative test of impairment. For fiscal 2024, 2023, and 2022 the Company performed a quantitative impairment assessment for goodwill. The Company calculated the fair value of its six reporting units considering three valuation approaches: (a) the income approach; (b) the guideline public company method; and (c) the comparable transaction method. 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. 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. The key uncertainties in these calculations are the assumptions used in determining the reporting unit’s forecasted future performance, including revenue growth and EBITDA margins, as well as the perceived risk associated with those forecasts. Fair value under the guideline public company method is determined for each reporting unit by applying market multiples for comparable public companies to the reporting unit’s financial results. Fair value under the comparable transaction method is determined based on exchange prices in actual transactions and on asking prices for controlling interests in public or private companies currently offered for sale by applying market multiples for comparable public companies to the unit’s financial results. 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. 65 As a result of the Company’s plans to exit its operations in Russia and expectation to sell the related business at a loss, the Company recognized a goodwill impairment of $ 1,721 in fiscal 2023 that was allocated from the reporting unit on a relative fair value basis. With the exception of the impairment recorded to the expected sale of the Russia operations, the Company did no t record any other goodwill impairments in fiscal 2024, 2023, and 2022. As noted above, ASC 350 also requires that the Company test the indefinite-lived intangible assets for impairment at least annually. Under ASC 350, if the carrying value of the indefinite-lived asset is higher than its fair value, then the asset is deemed to be impaired and the impairment charge is estimated as the excess carrying value over the fair value. The Company calculated the fair value of its indefinite-lived intangible assets using the income approach, specifically the relief-from-royalty method. The relief-from-royalty method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. Internally forecasted revenues, which the Company believes reasonably approximate market participant assumptions, are multiplied by a royalty rate to arrive at the estimated net after tax cost savings. The royalty rate used in the analysis is based on an analysis of empirical, market-derived royalty rates for guideline intangible assets. The net after tax cost savings are discounted using the Discount Rate. 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 indefinite lived intangible assets' forecasted performance. 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 2024, 2023, and 2022. 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. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument's level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows: Level 1-inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date. Level 2-inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates. Level 3-inputs for the valuations are unobservable and are based on management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models. Income Taxes and Uncertain Tax Positions — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date. The Company periodically assesses the realizability of the deferred tax assets. In making this determination management considers all available evidence, both positive and negative, including 66 earnings history, expectations of future taxable income and available tax planning strategies. A valuation allowance is recorded to reduce the Company’s deferred tax assets to the amount that is considered more likely than not to be realized. Changes in the required valuation allowance are recorded in income in the period such determination is made. Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Provisions for uncertain tax positions provide a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained upon examination. The Company measures its uncertain tax positions as the largest amount of benefit that is greater than a 50% likelihood of being realized upon examination. Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense. See Note 7, “Income Taxes.” On December 22, 2017, “H.R.1,” also known as the Tax Cuts and Jobs Act (“TCJA”) was signed into law. As part of the enactment of TCJA, the Company recorded a global intangible low-taxed income (“GILTI”) provision for the first time beginning in fiscal 2019. The GILTI provision of TCJA requires certain income earned by controlled foreign corporations (“CFCs”) to be included currently in the gross income of the CFCs controlling U.S. shareholder. 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”). The Company has elected the period method. On August 16, 2022, the 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 took effect on 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 and selling of components used in the solar energy industry which took effect on January 1, 2023. These tax credits are transferable under the IRA when they meet certain criteria. When credits do not meet the transferability criteria, the benefit is recognized within income tax expense in accordance with ASC 740, “Income Taxes.” Beginning in fiscal 2024, the Company has concluded that the credits generated are transferable. As such, the benefit of the solar energy tax credits is recognized as a reduction of cost of sales. 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. The Company determines which party has the right to control an asset during the contract term and recognizes a Right of Use (“ROU”) asset and lease obligations based on the present value of the future minimum lease payments over the term of the lease. Refer to Note 2, “Leases” for further discussion of the Company’s accounting policy for leases. Translation of Foreign Currency — For the Company's non-U.S. subsidiaries that report in a functional currency other than United States dollars, assets and liabilities are translated into United States dollars using period end exchange rates. Revenue and expenses are translated at the monthly average exchange rates in effect during the reporting period. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within the consolidated statements of comprehensive income. 67 Recent Accounting Pronouncements A summary of recently adopted accounting guidance is as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified. ASU Description of ASU Impact to Atkore Adoption Date 2023-07 Segment Reporting (Topic 280); Improvements to Reportable Segment Disclosures The ASU requires companies to provide additional segment disclosures including disclosing title and position of the chief operating decision maker (“CODM”), disclosure of significant segment expenses provided to and reviewed by the CODM, and that public entities provide all annual disclosures about a reportable segment’s profit or loss and assets required by Topic 280 in interim periods. The Company will adopt the standard in fiscal 2025 and include the disclosures required by the ASU within the Segment Footnote of the annual report and quarterly reports beginning in fiscal 2026. 2025 2023-09 Income Taxes (Topic 740); Improvements to Income Tax Disclosures The ASU requires companies to provide additional tax disclosures including specific categories in the rate reconciliations and reconciling items that meet a quantitative threshold. Additional disclosures are also required for income tax paid and the disaggregation of domestic and foreign income tax expense. The Company will adopt the standard in fiscal 2026 and include the disclosures required by the ASU within the Income Tax Footnote of the annual report. 2026 2. LEASES The Company engages in leasing transactions to meet the needs of the business. The Company leases certain manufacturing facilities, warehouses and distribution centers, office space, forklifts, vehicles and other machinery and equipment. The determination to lease, rather than purchase, an asset is primarily contingent upon capital requirements, duration of the forecasted business investment, and asset availability. 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. 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. In those contracts where identification is not readily determinable, the Company has determined that the supplier has either the ability to use another asset to provide the service or the terms of the contract give the supplier the rights to operate the asset at its discretion during the term of the contract, in which case the arrangement would not constitute a lease. Right-of-use assets and lease obligations are recognized based on the present value of the future minimum lease payments over the lease term as of the commencement date. The Company’s lease agreements have terms that include both lease and non-lease components. Lease component fees are included in the present value of future minimum lease payments. Conversely, non-lease components are not subject to capitalization and are expensed as incurred. Per ASC 842 “Leases,” the contractual interest rate is used to calculate the present value of the future minimum lease payments. However, the majority of the Company’s leases do not provide an implicit rate. Therefore, the Company's significant assumption and judgments in determining the discount rate include determining the incremental borrowing rate. The Company’s incremental borrowing rates are based on the term of the 68 lease, the economic environment of the lease and the effect of collateralization. The valuation of the ROU asset also includes lease payments made in advance of the lease commencement date and initial direct costs incurred to secure the lease and is reduced for lease incentives. The lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise the options. Leases with an initial term of 12 months or less are classified as short-term leases and are not recorded on the consolidated balance sheets. The lease expense for short-term leases is recognized on a straight-line basis over the lease term. The Company has certain leasing agreements, related to leased vehicles available to our sales personnel, that contain guaranteed residual value terms, which are not expected to be triggered. The Company’s leasing portfolio does not contain any material restrictive covenants. Leases (in thousands) September 30, 2024 September 30, 2023 Assets Operating lease assets $ 171,047 $ 117,966 Finance lease assets 15,009 7,108 Right-of-use assets, at cost $ 186,056 $ 125,074 Less: accumulated amortization ( 5,400 ) ( 4,327 ) Right-of-use assets, net $ 180,656 $ 120,747 Liabilities Current liabilities: Current portion of operating lease liabilities $ 19,547 $ 15,030 Current portion of finance lease liabilities 2,491 1,200 Current lease obligations $ 22,038 $ 16,230 Noncurrent liabilities: Operating lease liabilities $ 156,788 $ 104,047 Finance lease liabilities 7,540 1,470 Long-term lease obligations $ 164,328 $ 105,517 Total lease obligations $ 186,366 $ 121,747 Lease Cost The following table summarizes lease costs by type of cost for the fiscal year ended September 30, 2024, and the fiscal year ended September 30, 2023. In the consolidated statements of operations, cost of sales and selling, general and administrative expenses included lease costs of $ 30,113 and $ 9,151 for the fiscal year ended September 30, 2024 and $ 20,054 and $ 7,215 for the fiscal year ended September 30, 2023. 69 Fiscal year ended (in thousands) September 30, 2024 September 30, 2023 Amortization of right-of-use assets $ 32,169 $ 21,540 Interest on lease liabilities 308 131 Variable lease costs 2,914 3,146 Short term lease costs 3,873 2,451 Total lease costs $ 39,264 $ 27,269 Maturity of Lease Liabilities The Company's maturity analysis of its lease liabilities as of September 30, 2024 is as follows: (in thousands) Financing Leases Operating Leases 2025 $ 3,011 $ 30,133 2026 2,570 33,074 2027 1,958 30,887 2028 1,513 25,266 2029 1,063 22,649 2030 and after 1,497 92,018 Total lease payments $ 11,612 $ 234,027 Less: Interest ( 1,581 ) ( 57,692 ) Present value of lease liabilities $ 10,031 $ 176,335 Lease Term and Discount Rate Fiscal year ended September 30, 2024 September 30, 2023 Weighted-average remaining lease term (years) Operating leases 8.2 9.5 Finance leases 4.9 2.5 Weighted-average discount rate Operating leases 6.4 % 6.4 % Finance leases 6.0 % 4.6 % 3. ACQUISITIONS From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new customers. Fiscal 2024 During the fiscal year ended September 30, 2024, the Company paid out $ 6,036 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers. No other acquisition activity occurred during fiscal 2024. 70 Fiscal 2023 On November 7, 2022, Atkore HDPE, LLC, a wholly-owned subsidiary of the Company, acquired the assets of Elite Polymer Solutions (“Elite”), for a purchase price of $ 90,230 , of which $ 75,981 was paid at closing and an additional purchase price payable of $ 14,000 was accrued, of which $ 500 was paid in fiscal 2023 subsequent to the acquisition date. Elite is a manufacturer of high density polyethylene (HDPE) conduit, primarily serving the telecommunications, utility, and transportation markets. As a result of the acquisition, the Company preliminarily recognized $ 18,669 of tax deductible goodwill, $ 68,480 of identifiable intangible assets, of which $ 68,200 relates to customer relationships with an estimated useful life of 8 years, and $ 3,082 of working capital and other net tangible assets. The Company finalized the purchase price allocation of Elite in the fourth quarter of fiscal 2023. The acquisition in fiscal 2023 was funded using cash-on-hand. The Company incurred approximately $ 968 in acquisition-related expenses for fiscal 2023, which was recorded as a component of selling, general and administrative expenses. Net sales and net income of the above acquisition are included in the condensed consolidated financial statement of operations for the post-acquisition period. Due to the immaterial nature of this acquisition, the Company did not include the pro forma results of operations for this acquisition for the current period or the previous interim period. Fiscal 2022 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 Company finalized the purchase price allocation of these companies in the third quarter of fiscal 2023. 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 $ 227,420 . 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 Company finalized the purchase price allocation of United Poly in the third quarter of fiscal 2023. 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. 71 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. The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date for fiscal 2022: (in thousands) United Poly Other Total Fair value of consideration transferred: Cash consideration $ 227,420 $ 93,044 $ 320,464 Purchase price payable — 12,628 12,628 Working Capital Adjustment — 668 668 Total consideration transferred $ 227,420 $ 106,340 $ 333,760 Fair value of assets acquired and liabilities assumed: Cash 11,514 126 11,640 Accounts receivable 23,679 9,291 32,970 Inventories 13,455 8,111 21,566 Intangible assets 128,840 54,330 183,170 Fixed assets 13,648 8,533 22,181 Accounts payable ( 11,940 ) ( 5,086 ) ( 17,026 ) Income taxes ( 15,542 ) ( 2,075 ) ( 17,617 ) Other ( 2,751 ) 245 ( 2,506 ) Net assets acquired 160,903 73,475 234,378 Excess purchase price attributed to goodwill acquired $ 66,517 $ 32,865 $ 99,382 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: 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 Other 17,140 8 4,310 8 Total intangible assets $ 128,840 $ 54,330 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: 72 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. 4. POSTRETIREMENT BENEFITS The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain United States employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation. For all periods presented, all defined pension benefit plans are frozen, whereby participants no longer accrue credited service. The net periodic cost for the periods presented was as follows: Fiscal Year Ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 Interest cost $ 5,264 $ 5,175 $ 2,958 Expected return on plan assets ( 3,364 ) ( 5,027 ) ( 5,392 ) Amortization of actuarial loss 266 667 631 Net periodic cost $ 2,166 $ 815 $ ( 1,803 ) The weighted-average assumptions used to determine net periodic pension cost during the period were as follow: September 30, 2024 September 30, 2023 September 30, 2022 Discount rate 5.8 % 5.4 % 2.7 % Expected return on plan assets 3.3 % 5.0 % 4.0 % Rate of compensation increase N/a N/a N/a 73 The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows (in thousands): Change in benefit obligations: Balance as of September 30, 2022 $ 101,202 Interest cost 5,175 Actuarial loss ( 4,882 ) Benefits and administrative expenses paid ( 6,165 ) Balance as of September 30, 2023 95,330 Interest cost 5,264 Actuarial gain 8,979 Benefits and administrative expenses paid ( 6,384 ) Balance as of September 30, 2024 $ 103,189 Change in plan assets: Balance as of September 30, 2022 $ 103,925 Actual return on plan assets 7,463 Employer contributions 220 Benefits and administrative expenses paid ( 6,165 ) Balance as of September 30, 2023 105,443 Actual return on plan assets 12,599 Employer contributions 276 Benefits and administrative expenses paid ( 6,384 ) Balance as of September 30, 2024 $ 111,934 Funded status: Funded status as of September 30, 2023 $ 10,113 Funded status as of September 30, 2024 $ 8,745 (in thousands) September 30, 2024 September 30, 2023 Amounts recognized in the consolidated balance sheets consist of: Pension Non-Current Assets $ 8,745 $ 10,113 Pension liabilities — — Net amount recognized $ 8,745 $ 10,113 Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of: Net actuarial loss $ ( 15,108 ) $ ( 15,631 ) Total loss recognized $ ( 15,108 ) $ ( 15,631 ) Weighted-average assumptions used to determine pension benefit obligations at year end: Discount rate 4.9 % 5.8 % Rate of compensation increase N/a N/a 74 The following table summarizes the defined benefit pension plans with accumulated benefit obligations in excess of plan assets: (in thousands) September 30, 2024 September 30, 2023 Accumulated benefit obligation $ — $ — Fair value of plan assets — — Neither plan had accumulated benefit obligations in excess of plan assets as of September 30, 2024. The following table summarizes the defined benefit pension plans with projected benefit obligations in excess of plan assets: (in thousands) September 30, 2024 September 30, 2023 Projected benefit obligation $ — $ — Fair value of plan assets — — Neither plan had projected benefit obligations in excess of plan assets as of September 30, 2024. 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. The Company’s investment strategy for its pension plans is to manage the plans on a going-concern basis. Current investment policy is to minimize risk in the plan assets for the purpose of enhancing the security of benefits for participants. For the pension plans, this policy targets a 100 % allocation to debt securities. As of September 30, 2024, the 4 % of plan assets held in cash and cash equivalents is a result of timing differences as the Company continues to move to the target allocation of 100% debt securities. Pension plans have the following weighted-average asset allocations: Asset Category: September 30, 2024 September 30, 2023 Debt securities 96 % 54 % Cash and cash equivalents 4 % 46 % Total 100 % 100 % The Company evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk, such as investments in a single entity, industry, foreign country and individual fund manager. As of September 30, 2024, there were no significant concentrations of risk in the Company’s defined benefit plan assets. The Company’s plan assets are accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value of assets and their placement within the fair value hierarchy levels. The Company’s asset allocations are presented in the table below: September 30, 2024 September 30, 2023 (in thousands) Level 1 Level 2 Total Level 1 Level 2 Total Fixed income securities $ 34,077 $ 73,394 $ 107,471 $ 21,119 $ 35,733 $ 56,852 Cash and cash equivalents 4,463 — 4,463 48,591 — 48,591 Total $ 38,540 $ 73,394 $ 111,934 $ 69,710 $ 35,733 $ 105,443 75 Fixed income securities consist primarily of government and agency securities, corporate debt securities, and mortgage and other asset-backed securities. When available, fixed income securities are valued at the closing price reported in the active market in which the individual security is traded. Government and agency securities and corporate debt securities are valued using the most recent bid prices or occasionally the mean of the latest bid and ask prices when markets are less liquid. Asset-backed securities including mortgage-backed securities are valued using broker/dealer quotes when available. When quotes are not available, fair value is determined by utilizing a discounted cash flow approach, which incorporates other observable inputs such as cash flows, underlying security structure and market information including interest rates and bid evaluations of comparable securities. These values are based on the fair value of the underlying net assets owned by the fund. As of September 30, 2024 and September 30, 2023, the Company did not have any Level 3 pension assets Cash and cash equivalents consist primarily of short-term commercial paper, and other cash or cash-like instruments including settlement proceeds due from brokers, stated at cost, which approximates fair value. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstance giving rise to the transfer, which generally coincides with the Company’s valuation process. Contribution amounts are determined and funded based on laws and regulations and with the assistance of professionally qualified actuaries. The Company contributed $ 276 and $ 220 to its pension plans for the fiscal years ended September 30, 2024 and September 30, 2023. The Company anticipates that it will contribute at least the minimum required contribution of $ 379 to its pension plans in fiscal 2025. Benefit payments, which reflect future expected service as appropriate, are expected to be paid in each fiscal year as follows: (in thousands) 2025 $ 7,134 2026 7,289 2027 7,340 2028 7,375 2029 7,418 2028 to 2032 36,931 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 $ 6,396 , $ 5,483 and $ 4,615 for the fiscal years ended September 30, 2024, September 30, 2023 and September 30, 2022, respectively. Multi-Employer Plan — The Company has a liability of $ 3,974 as of September 30, 2024 and $ 4,336 as of September 30, 2023 representing the Company’s proportionate share of a multi-employer pension plan which was exited prior to fiscal 2017. 5. STOCK INCENTIVE PLAN On November 21, 2019, the Company's board of directors approved the Atkore International Group Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), which was subsequently approved by the Company’s shareholders on January 30, 2020. The 2020 Omnibus Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, stock purchase rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance stock units (“PSUs”), stock appreciation rights, dividend equivalents and other stock-based awards to directors, officers, other employees and consultants. The 2020 Omnibus Incentive Plan replaces and 76 succeeds the Atkore International Group Inc. 2016 Omnibus Incentive Plan (the “2016 Omnibus Incentive Plan”). The Company no longer grants awards from the 2016 Omnibus Incentive Plan. Awards previously granted under the 2016 Omnibus Incentive Plan were unaffected by the termination. A maximum of 1.7 million shares of common stock is reserved for issuance under the 2020 Omnibus Incentive Plan. All stock option awards have a ten year life. All share-based awards are expected to be fulfilled with new shares of common stock. Stock compensation expense is included in selling, general and administrative in the Company's consolidated statements of operations and was $ 20,300 , $ 21,101 and $ 17,245 for fiscal years 2024, 2023 and 2022, respectively. The total income tax benefit recognized for share-based compensation arrangements was $ 1,619 , $ 2,706 and $ 1,634 for fiscal years 2024, 2023 and 2022, respectively. Stock Options In accordance with ASC 718 Compensation - Stock Compensation, stock compensation expense for stock options is recorded on a straight-line basis over the requisite service period (generally the vesting period), net of actual forfeitures based on the grant-date fair value of the option under the equity accounting method. The assumptions used in the Black-Scholes option pricing model to value the options granted were as follows: Fiscal Year Ended September 30, 2024 September 30, 2023 September 30, 2022 Expected dividend yield (a) n/a — % — % Expected volatility n/a 51 % 49 % Range of risk-free interest rates n/a 3.92 % 1.40 % Range of expected option lives n/a 6 years 6 years (a) No options were issued in Fiscal 2024. On November 17, 2023, the company announced that quarterly dividends will be paid on the Company’s common stock starting in fiscal 2024. No stock options were granted in fiscal 2024. For grants during fiscal years ended 2023 and 2022, the expected volatility is based on the Company’s stock price volatility. 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. The expected life of options is estimated using the simplified method due to limited historical exercise activity. The Company does not estimate forfeitures, which are accounted for as they occur. 77 Stock option activity for the period September 30, 2021 to September 30, 2024 was as follows: Shares (in thousands) Weighted-Average Exercise Price Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (in thousands) Weighted-Average Remaining Contractual Term (in years) Outstanding as of September 30, 2021 769 $ 19.95 $ 10.89 $ 51,441 Granted 42 $ 105.94 $ 49.39 Exercised ( 98 ) $ 12.58 $ 9.84 $ 8,703 Forfeited — — Outstanding as of September 30, 2022 713 $ 26.00 $ 13.29 $ 38,062 5.22 Granted 51 $ 101.66 $ 54.06 Exercised ( 74 ) $ 13.26 $ 9.56 $ 9,201 Forfeited — — Outstanding as of September 30, 2023 690 $ 32.93 $ 16.69 $ 80,152 9.75 Granted — $ — $ — Exercised ( 253 ) $ 18.46 $ 10.78 $ 33,270 Forfeited ( 12 ) $ 103.67 Outstanding as of September 30, 2024 425 $ 39.59 $ 19.23 $ 20,584 11.52 Exercisable as of September 30, 2024 383 $ 32.68 $ 20,584 6.73 As of September 30, 2024, there was $ 217 of total unrecognized compensation expense related to non-vested options granted expected to be recognized over a weighted-average period of approximately 11.5 years. The total fair value of shares vested during fiscal years 2024, 2023 and 2022 was $ 2,524 , $ 1,924 and $ 1,447 , respectively. Cash received from stock option exercises for the fiscal years 2024, 2023 and 2022 was $ 4,670 , $ 973 and $ 1,230 , respectively. The actual tax benefit for the tax deductions from stock option exercises totaled $ 10,503 , $ 2,300 and $ 2,176 , respectively, for fiscal years 2024, 2023 and 2022. The Company does not settle any option exercises, under its current stock incentive plan, in cash. Restricted Stock Units Generally, RSUs granted under the 2020 Omnibus Incentive Plan vest ratably over three years . The fair value of RSU grants was based on the closing price of the Company's common stock on the date of grant. RSU compensation expense is recorded on a straight-line basis over the remaining vesting period. 78 Changes to the Company’s nonvested RSU awards for the year ended September 30, 2024 were as follows: Shares (in thousands) Weighted-average grant-date fair value Nonvested as of September 30, 2021 384 $ 30.30 Granted 100 103.94 Vested ( 208 ) 27.40 Forfeited ( 14 ) 49.23 Nonvested as of September 30, 2022 262 58.72 Granted 138 102.71 Vested ( 144 ) 47.43 Forfeited ( 10 ) 84.89 Nonvested as of September 30, 2023 246 86.16 Granted 157 127.99 Vested ( 134 ) 72.62 Forfeited ( 30 ) 115.57 Dividends 1 $ 118.89 Nonvested as of September 30, 2024 240 $ 117.81 As of September 30, 2024, there was $ 13,364 of total unrecognized compensation expense related to non-vested RSUs granted, expected to be recognized over a weighted-average period of approximately 1.48 years. The total fair value of RSUs vested during fiscal years 2024, 2023 and 2022 was $ 18,017 , $ 17,878 and $ 20,342 respectively. Performance Share Units The Company awards PSUs whose vesting is contingent upon meeting or exceeding certain market and performance conditions. The performance condition, which was based on an adjusted net income, represented 70 % of the award and the market condition, which was based on Total Shareholder Return (“TSR”) of the Company's common stock relative to a peer group represented the remaining 30 %. All PSUs cliff vest at the end of three years based on the satisfaction of the performance conditions. Expense for the performance condition based award is recorded when the achievement of the performance condition is considered probable of achievement and is recorded on a straight-line basis over the requisite service period. If such performance criteria are not met, no compensation cost is recognized and any recognized compensation cost is reversed. Expense for the market condition based award is recorded on a straight-line basis over the explicit service period. The grant-date fair value for the performance condition based awards represents the closing stock price on the date of grant. For the grants in fiscal 2024, 2023 and 2022, the closing stock price on the date of grant was $ 130.56 , $ 101.66 and $ 105.94 respectively. The grant-date fair value for the market condition based awards was determined using the Monte-Carlo method. The assumptions used in the Monte-Carlo method to value the performance share awards granted during the fiscal year ended September 30, 2024 were as follows: September 30, 2024 September 30, 2023 September 30, 2022 Expected dividend yield — % — % — % Expected volatility 47 % 68 % 63 % Risk free interest rates 4.77 % 4.15 % 0.83 % Expected life 3 years 3 years 3 years Fair value $ 162.15 $ 121.52 $ 122.25 79 On November 17, 2023, the company announced that quarterly dividends will be paid on the Company’s common stock starting in fiscal 2024. No dividends were paid in fiscal 2023 or 2022. For grants during fiscal year ended 2024, 2023 and 2022, the expected volatility is based on the Company’s stock price volatility. 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. The Company does not estimate forfeitures, which are accounted for as they occur. Changes to the Company’s non-vested PSU awards for the year ended September 30, 2024 were as follows: Shares (in thousands) Weighted-average grant-date fair value Nonvested as of September 30, 2021 453 $ 28.07 Granted 52 113.51 Vested ( 381 ) 18.17 Adjustment for achieved performance upon issuance 190 18.17 Forfeited ( 1 ) 57.61 Nonvested as of September 30, 2022 313 $ 48.19 Granted 69 110.71 Vested ( 190 ) 39.94 Adjustment for achieved performance upon issuance 83 39.31 Forfeited ( 1 ) 31.67 Nonvested as of September 30, 2023 273 $ 67.02 Granted 67 151.18 Vested ( 269 ) 31.39 Added by Dividends 1 126.08 Adjustment for achieved performance upon issuance 117 31.02 Forfeited ( 24 ) 125.08 Nonvested as of September 30, 2024 165 $ 126.17 As of September 30, 2024, there was $ 2,710 of total unrecognized compensation expense related to non-vested PSUs granted, expected to be recognized over a weighted-average period of approximately 1.21 years. 6. OTHER (INCOME) AND EXPENSE, NET Other (income) and expense, net consisted of the following: Fiscal Year Ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 Undesignated foreign currency derivative instruments $ — $ — $ ( 4,379 ) Foreign exchange loss (gain) on intercompany loans 132 ( 88 ) 5,342 Pension-related expense (benefit) 1,098 579 ( 1,803 ) Loss on assets held for sale 733 7,477 — Other — 1 350 Other (income) and expense, net $ 1,963 $ 7,969 $ ( 490 ) 80 In fiscal 2023, the Company initiated plans to exit operations in Russian and expects to sell the related business at a loss. The Company recognized an impairments of $ 733 and $ 7,477 on assets related to the Company’s operations in Russia for the years ended September 30, 2024 and September 30, 2023, respectively. 7. INCOME TAXES Significant components of income before income taxes and income tax expense for the fiscal years ended September 30, 2024, September 30, 2023 and September 30, 2022 consisted of the following: (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 Components of income before income taxes: United States $ 545,826 $ 817,853 $ 1,174,109 Non-U.S 41,411 32,437 29,511 Income before income taxes $ 587,237 $ 850,290 $ 1,203,620 Income tax expense: Current: United States: Federal $ 82,125 $ 110,714 $ 228,141 State 16,012 25,556 49,793 Non-U.S: 12,859 11,261 9,198 Current income tax expense $ 110,996 $ 147,531 $ 287,132 Deferred: United States: Federal $ 4,100 $ 12,670 $ 3,174 State 351 1,274 753 Non-U.S: ( 1,082 ) ( 1,085 ) ( 873 ) Deferred income (benefit) tax expense 3,369 12,860 3,054 Income tax expense $ 114,365 $ 160,391 $ 290,186 Differences between the statutory federal income tax rate and effective income tax rate are summarized below: (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 Statutory federal tax 21 % 21 % 21 % Adjustments to reconcile to the effective income tax rate: State income taxes 2 % 3 % 3 % Stock-based compensation ( 2 ) % ( 1 ) % ( 1 ) % Solar tax credits — % ( 5 ) % — % Nondeductible executive compensation 1 % — % — % Nontaxable solar tax credits ( 3 ) % — % — % Other — % 1 % 1 % Effective income tax rate 19 % 19 % 24 % 81 The Company’s effective tax rate for fiscal 2024 differs from the statutory rate primarily due to state income taxes of $ 12,805 offset by the tax benefit of nontaxable solar manufacturing credits of $ 18,972 and the excess tax benefit from share-based compensation of $ 13,773 . The Company’s effective tax rate for fiscal 2023 differs from the statutory rate primarily due to state income taxes of $ 21,630 , and solar tax credits of $ 39,493 . 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. Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. The components of the net deferred income tax assets are as follows: (in thousands) September 30, 2024 September 30, 2023 Deferred tax assets: Accrued liabilities and reserves $ 39,232 $ 42,824 Tax loss and credit carryforwards 20,436 20,648 Capitalized research and development 8,446 3,626 Inventory 14,274 21,256 Lease obligations 46,179 29,722 Other 1,121 1,060 $ 129,688 $ 119,136 Deferred tax liabilities: Property, plant and equipment $ ( 40,373 ) $ ( 37,814 ) Intangible assets ( 43,487 ) ( 49,084 ) Right-of-use assets, net ( 44,722 ) ( 29,583 ) Other ( 6,609 ) ( 5,376 ) $ ( 135,191 ) $ ( 121,857 ) Net deferred tax liability before valuation allowance ( 5,503 ) ( 2,721 ) Valuation allowance ( 20,517 ) ( 19,079 ) Net deferred tax liability $ ( 26,020 ) $ ( 21,800 ) As of September 30, 2024, the Company has $ 37,674 of state net operating loss carryforwards which expire beginning in 2025 through 2044. In certain non-U.S. jurisdictions, the Company has net operating loss carryforwards of $ 71,659 which have an expiration period ranging from five years to unlimited. Valuation allowances have been established on net operating losses and other deferred tax assets in Luxembourg, Australia, France, China, and other foreign and United States state jurisdictions, as a result of the Company's determination that there is less than 50% likelihood that these assets will be realized. Evidence for this determination includes three year cumulative loss positions, future reversal of temporary differences, and expectations of future losses. As of September 30, 2024, and September 30, 2023, the Company had unrecognized tax benefits of $ 3,367 and $ 2,581 which, if recognized, would positively benefit the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of September 30, 2024 and September 30, 2023, the Company had accrued interest and penalties of $ 516 and $ 236 , respectively, in the consolidated balance sheets. A reconciliation of the beginning and ending amount of unrecognized tax benefit, excluding interest and penalties, is as follows: 82 (in thousands) For the period from September 30, 2021 to September 30, 2024 Balance as of September 30, 2021 $ 3,333 Additions based on tax positions related to prior years 322 Additions based on tax positions related to current year 342 Settlements ( 3,012 ) Balance as of September 30, 2022 985 Additions based on tax positions related to prior years ( 75 ) Additions based on tax positions related to current year 1,792 Settlements ( 121 ) Balance as of September 30, 2023 2,581 Additions based on tax positions related to prior years 84 Additions based on tax positions related to current year 1,287 Expiration of statute of limitations ( 585 ) Balance as of September 30, 2024 $ 3,367 During fiscal 2024, the balance of unrecognized tax benefits increased by $ 1,370 as a result of federal and various state jurisdictions’ uncertain positions, partially offset by a decrease of $ 585 as a result of completing tax audits. The related accrued penalties and interest for uncertain tax positions increased by $ 281 . During fiscal 2023, the balance of unrecognized tax benefits increased by $ 1,792 as a result of federal and various state jurisdictions’ uncertain positions, partially offset by a decrease of $ 196 as a result of completing tax audits and the expiration of the statute of limitations in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions increased by $ 158 . 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 . Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities. The following tax years remain subject to examination by the major tax jurisdictions as follows: Jurisdiction Years Open to Audit United States 2021, 2022 and 2023 The Company's income tax returns are examined periodically by various taxing authorities. The Company is currently under examination in various state jurisdictions. Based on the current status of its income tax audits, the Company believes that it is reasonably possible that there would be no material changes to the unrecognized tax benefits in the next twelve months. Other Income Tax Matters — Prior to the passage of the TCJA, foreign undistributed earnings were generally subject to U.S. taxation when repatriated. The TCJA imposed a one-time transition tax on previously untaxed accumulated earnings of foreign subsidiaries. The Company has accumulated earnings and profits deficit, therefore did not record an additional tax liability for the transition tax. The TCJA adopts a new quasi-territorial tax regime that eliminates U.S income taxes on dividends from foreign subsidiaries. The Company may still be liable for foreign taxes, such as withholding taxes, if earnings are repatriated. For the fiscal year ended September 30, 2024, the Company recorded no additional liability for United States or non-U.S income taxes on the undistributed income of subsidiaries for unrecognized deferred 83 tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such income. As of September 30, 2024, certain subsidiaries had approximately $ 163,154 of undistributed income that the Company intends to permanently reinvest. A liability could arise if the Company's intention to permanently reinvest such income were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed of. It is not practicable to estimate the additional income taxes related to permanently reinvested income or the basis differences related to investments in subsidiaries. The calculation of the Company's tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across its global operations. The Company records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on the Company's estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. The Company adjusts these reserves in light of changing facts and circumstances. 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. 8. EARNINGS PER SHARE The Company calculates basic and diluted earnings per common share using the two-class method. Under the two-class method, net earnings are allocated to each class of common stock and participating securities as if all of the net earnings for the period had been distributed. The Company's participating securities consist of share-based payment awards that contain a non-forfeitable right to receive dividends and therefore are considered to participate in undistributed earnings with common stockholders. Basic earnings per common share excludes dilution and is calculated by dividing the net earnings allocable to common stock by the weighted-average number of common stock outstanding for the period. Diluted earnings per common share is calculated by dividing net earnings allocated to common stock by the weighted-average number of shares outstanding for the period, as adjusted for the potential dilutive effect of non-participating share-based awards. 84 The following table sets forth the computation of basic and diluted earnings per share: Fiscal Year Ended (in thousands, except per share data) September 30, 2024 September 30, 2023 September 30, 2022 Numerator: Net income $ 472,872 $ 689,899 $ 913,434 Less: Undistributed earnings allocated to participating securities 6,135 10,637 14,460 Net income available to common shareholders $ 466,737 $ 679,262 $ 898,974 Denominator: Basic weighted average common shares outstanding 36,390 38,797 43,717 Effect of dilutive securities: Non-participating employee stock options (1) 399 531 563 Diluted weighted average common shares outstanding 36,789 39,328 44,280 Basic earnings per share $ 12.83 $ 17.51 $ 20.56 Diluted earnings per share $ 12.69 $ 17.27 $ 20.30 (1) There were no stock options to purchase shares of common stock outstanding during the years ended September 30, 2024, September 30, 2023, and September 30, 2022, respectively, that would have been anti-dilutive. Any anti-dilutive options available would not be included in the calculation of diluted earnings per share. 9. ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the changes in accumulated other comprehensive loss by component, net of tax: (in thousands) Defined benefit pension items Currency translation adjustments Total Balance as of September 30, 2022 $ ( 16,795 ) $ ( 33,351 ) $ ( 50,146 ) Other comprehensive (loss) income before reclassifications 5,493 10,212 15,705 Amounts reclassified from accumulated other comprehensive loss 501 — 501 Net current period other comprehensive (loss) income 5,994 10,212 16,206 Balance as of September 30, 2023 $ ( 10,801 ) $ ( 23,139 ) $ ( 33,940 ) Other comprehensive income (loss) before reclassifications 193 14,453 14,646 Amounts reclassified from accumulated other comprehensive loss 200 — 200 Net current period other comprehensive income (loss) 393 14,453 14,846 Balance as of September 30, 2024 $ ( 10,408 ) $ ( 8,686 ) $ ( 19,094 ) 85 The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income: Fiscal Year Ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 Amortization of defined benefit pension items: Amortization of net loss (included within other income, net) $ 266 $ 667 $ 631 Tax expense ( 66 ) ( 166 ) ( 159 ) Net reclassifications for the period $ 200 $ 501 $ 472 10. INVENTORIES, NET A majority of the Company records inventory at the lower of cost (primarily last in, first out, or “LIFO”) or market or net realizable value, as applicable. Approximately 81 % and 82 % of the Company's inventories are valued at the lower of LIFO cost or market at September 30, 2024 and September 30, 2023, respectively. (in thousands) September 30, 2024 September 30, 2023 Purchased materials and manufactured parts, net $ 153,290 $ 231,518 Work in process, net 74,158 60,524 Finished goods, net 297,247 201,810 Inventories, net $ 524,695 $ 493,852 Total inventories would be $ 14,425 lower and $ 29,826 higher than reported as of September 30, 2024 and September 30, 2023, respectively, if the first-in, first-out method was used for all inventories. During the years ended September 30, 2024 and September 30, 2023, 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. The effect of this inventory reduction resulted in decreased cost of goods sold and increased operating income of approximately $ 370 and $ 2,394 . As of September 30, 2024 and September 30, 2023, the excess and obsolete inventory reserve was $ 29,176 and $ 25,585 , respectively. 86 11. PROPERTY, PLANT AND EQUIPMENT As of September 30, 2024 and September 30, 2023, property, plant and equipment at cost and accumulated depreciation were as follows: (in thousands) September 30, 2024 September 30, 2023 Land $ 29,401 $ 29,082 Buildings and related improvements 192,569 182,760 Machinery and equipment 596,748 513,563 Leasehold improvements 22,814 15,910 Software 57,363 47,072 Construction in progress 248,128 206,311 Property, plant and equipment, at cost 1,147,023 994,698 Accumulated depreciation ( 494,930 ) ( 435,657 ) Property, plant and equipment, net $ 652,093 $ 559,041 Depreciation expense for fiscal years ended September 30, 2024, September 30, 2023 and September 30, 2022 was $ 65,507 , $ 57,720 and $ 48,239 , respectively. 12. GOODWILL AND INTANGIBLE ASSETS Goodwill — C hanges in the carrying amount of goodwill are as follows: Segment (in thousands) Electrical Safety & Infrastructure Total Balance as of September 30, 2022 $ 236,708 $ 52,622 $ 289,330 Goodwill acquired during year 18,669 14 18,683 Impairment ( 1,721 ) — ( 1,721 ) Other purchase accounting adjustments 1,989 — 1,989 Exchange rate effects 2,782 43 2,825 Balance as of September 30, 2023 $ 258,427 $ 52,679 $ 311,106 Exchange rate effects 2,857 37 2,894 Balance as of September 30, 2024 $ 261,284 $ 52,716 $ 314,000 Goodwill balances include $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively, as of September 30, 2024 and September 30, 2023. In fiscal 2023, the Company recognized an impairment of goodwill that was allocated from the reporting unit on a relative fair value basis of $ 1,721 r elated to its plans to exit operations in Russia. No additional goodwill impairments were recognized in fiscal 2024. 87 Intangible Assets — The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: September 30, 2024 September 30, 2023 (in thousands) Weighted Average Useful Life (Years) Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizable Intangible Assets: Customer relationships 11 $ 600,317 $ ( 371,600 ) $ 228,717 $ 596,396 $ ( 318,058 ) $ 278,338 Other 8 43,968 ( 25,067 ) 18,901 43,633 ( 20,406 ) 23,227 Total 644,285 ( 396,667 ) 247,618 640,029 ( 338,464 ) 301,565 Indefinite-lived Intangible Assets: Trade names 92,813 — 92,813 92,806 — 92,806 Total $ 737,098 $ ( 396,667 ) $ 340,431 $ 732,835 $ ( 338,464 ) $ 394,372 Amortization expense for the fiscal years ended September 30, 2024, September 30, 2023 and September 30, 2022 was $ 55,511 , $ 57,804 and $ 36,176 , respectively. Expected amortization expense for intangible assets over the next five years and thereafter is as follows (in thousands): 2025 $ 42,908 2026 41,149 2027 39,974 2028 29,477 2029 28,325 2030 and thereafter 65,789 Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, changes in estimated useful lives, impairment of intangible assets, and other events. 13. DEBT Debt as of September 30, 2024 and September 30, 2023 was as follows: (in thousands) September 30, 2024 September 30, 2023 New Senior Secured Term Loan Facility due May 26, 2028 $ 371,952 $ 371,667 Senior Notes Due June 1, 2031 400,000 400,000 ABL Credit Facility — — Deferred financing costs ( 7,114 ) ( 8,980 ) Long-term debt $ 764,838 $ 762,687 No principal payments were made on existing debt in fiscal 2022, fiscal 2023 or fiscal 2024. 88 As of September 30, 2024, future contractual maturities of long-term debt are as follows (in thousands): 2025 $ — 2026 — 2027 — 2028 373,000 2029 — 2030 and thereafter 400,000 Total $ 773,000 Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $ 400 million aggregate principal amount of 4.25 % Senior Notes due 2031 (the “Senior Notes”) in a private offering. The Senior Notes were sold only to qualified institutional buyers in compliance with Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act. New Senior Secured Term Loan Facility - On May 26, 2021, the Company entered into a new $ 400 million senior secured term loan facility (the “New Senior Secured Term Loan Facility”). The New Senior Secured Term Loan Facility will mature on May 26, 2028 and borrowings thereunder bear interest at the rate of either (x) LIBOR (with a floor of 0.50 %) plus 2.00 %, or (y) an alternate base rate (with a floor of 1.50 %) plus 1.00 %. The New Senior Secured Term Loan Facility has an annual amortization rate of 1.00 %. On March 15, 2023, the Company entered into an amendment to the New Senior Secured Term Loan Facility to implement a forward-looking interest rate based on the Secured Overnight Financing Rate (“SOFR”) in lieu of LIBOR, consisting of an applicable margin of 2.00 % and a credit spread adjustment of (i) 0.11448 % for a one-month interest period, (ii) 0.26161 % for a three-month interest period and (iii) 0.42826 % for a six-month interest period. The New Senior Secured Term Loan Facility will mature on May 26 2028. On May 26, 2021, the Company entered into an amendment to the ABL Credit Facility. The amendment (i) extends the maturity of the facility to the earlier of five years from entering into the amendment or 91 days prior to the maturity date of the New Senior Secured Term Loan Facility if at least $ 100 million of obligations remain outstanding under the New Senior Secured Term Loan Facility on such date (ii) decreases the interest rate margins applicable to loans under the facility to (a) in the case of United States dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from 1.25 % to 1.75 %, or (y) an alternate base rate plus an applicable margin ranging from 0.25 % to 0.75 % or (b) in the case of Canadian dollar-denominated loans, either (x) the bankers acceptance rate plus an applicable margin ranging from 1.25 % to 1.75 % or (y) a Canadian prime rate plus an applicable margin ranging from 0.25 % to 0.75 %. (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. Further, on March 24, 2023, the Company entered into an amendment to the Amended ABL Credit Facility to implement a forward-looking interest rate based on SOFR in lieu of LIBOR, consisting of an applicable margin ranging from 1.25 % to 1.75 % and a credit spread adjustment of 0.10 %. The Amended ABL Credit Facility has aggregate commitments of $ 325,000 and is guaranteed by AII, 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”). AII's availability under the ABL Credit Facility was $ 325,000 and $ 322,406 as of September 30, 2024 and September 30, 2023, respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85 % of eligible accounts receivable plus the lesser of (i) 80 % of eligible inventory of each borrower and guarantor, valued at the lower of cost and fair market value and (ii) 85 % of the net orderly liquidation 89 value of eligible inventory, subject to certain limitations. There were no borrowings outstanding under the ABL Credit Facility as of September 30, 2024 and September 30, 2023, respectively. The Company accounted for the amendment to the ABL Credit Facility as a modification of debt. The ABL Credit Facility has remained unused in both fiscal 2023 and fiscal 2024. 14. FAIR VALUE MEASUREMENTS Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company periodically uses forward currency contracts to hedge the effects of foreign exchange relating to intercompany balances denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company. 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 for the applicable period. The fair value gains and losses are included in other income, net within the consolidated statements of operations. See Note 6, “Other (Income) and Expense, net” for further detail. The Company had no active forward currency contracts or other derivative instruments as of September 30, 2024, or September 30, 2023, with the last such contract having expired in the third quarter of fiscal 2022. Cash flows associated with derivative financial instruments are recognized in the operating section of the consolidated statements of cash flows. The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The following table presents the recurring assets and liabilities measured at fair value as of September 30, 2024 and September 30, 2023 in accordance with the fair value hierarchy: September 30, 2024 September 30, 2023 (in thousands) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Cash equivalents $ 265,077 $ — $ — $ 321,282 $ — $ — The Company’s remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature. The estimated fair value of financial instruments not carried at fair value in the consolidated balance sheets were as follows: September 30, 2024 September 30, 2023 (in thousands) Carrying Value Fair Value Carrying Value Fair Value New Senior Secured Term Loan Facility due May 26, 2028 $ 373,000 $ 373,000 $ 373,000 $ 372,068 Senior Notes due June 2031 400,000 364,456 400,000 334,368 Total debt $ 773,000 $ 737,456 $ 773,000 $ 706,436 In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions, which were classified within Level 2 of the fair value hierarchy. The carrying value of the ABL Credit Facility approximates fair value due to it being market-linked variable rate debt. 90 15. COMMITMENTS AND CONTINGENCIES The Company has obligations related to commitments to purchase certain goods. As of September 30, 2024, such obligations were $ 103,168 for fiscal 2025, $ 2,200 for fiscal 2026 and $ 8,800 thereafter. These amounts represent open purchase orders for materials used in production. Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies that the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management's estimate as a result of the assessment by the Company's claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. 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.” Tyco International Ltd. (“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. When Special Products Claims arise, JCI has defended and indemnified the Company as required. At this time, the Company does not expect the outcome of the Special Products Claims proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all remaining contingencies for Special Products Claims. In Q4, the Company has been named a defendant in several putative class action lawsuits, consolidated under the caption In re: PVC Pipe Antitrust Litigation (N.D. Ill. 24-cv-07639), seeking injunctive and monetary relief on behalf of both direct and indirect purchasers of PVC water pipe and PVC conduit. The suits generally allege anticompetitive conduct related the price of PVC pipes sold in the United States between approximately 2021 and the present. Specifically, the complaints allege that the defendant PVC pipe manufacturers improperly shared otherwise confidential information through their contribution of information to, and readership of, a weekly report called “PVC & Pipe Weekly” published by defendant Oil Price Information Service, LLC (“OPIS”), as well as through direct communications with each other. The complaints claim that this conspiracy violated Section 1 of the Sherman Act and certain state laws. All cases are pending in federal court for the Northern District of Illinois. The Company believes there are defenses, both factual and legal, to the allegations in these various proceedings and the Company plans to vigorously defend itself. As these proceedings are in the early stages, it is not possible for the Company to predict any outcome or estimate the amount of loss, if any, which could be associated with any adverse decision. While the Company does not believe that any of these proceedings will have a material adverse effect on its financial condition, the Company cannot give assurance that the proceedings will not have a material effect on its results of operations. 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. These matters generally relate to disputes arising out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters, personal injury claims and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows. 91 16. GUARANTEES The Company has no letters of credit outstanding to support workers’ compensation and general liability insurance policies and surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 39,856 as of September 30, 2024. In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. 17. SEGMENT INFORMATION 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 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. 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, 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. Recorded amounts represent a proportional amount of the quantity of product produced for each segment. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the Safety & Infrastructure segment. We allocate certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services. 92 Fiscal year ended September 30, 2024 September 30, 2023 September 30, 2022 (in thousands) External Net Sales Inter- segment Sales Adjusted EBITDA External Net Sales Inter- segment Sales Adjusted EBITDA External Net Sales Inter- segment Sales Adjusted EBITDA Electrical $ 2,354,958 $ 20 $ 728,341 $ 2,675,050 $ 25 $ 1,004,853 $ 3,013,755 $ — $ 1,273,410 Safety & Infrastructure 847,095 1,982 $ 89,982 843,711 447 $ 103,231 900,194 394 $ 138,390 Eliminations — ( 2,002 ) — ( 471 ) — ( 394 ) Consolidated operations $ 3,202,053 $ — $ 3,518,761 $ — $ 3,913,949 $ — Capital Expenditures Total Assets (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 September 30, 2024 September 30, 2023 September 30, 2022 Electrical $ 92,682 $ 137,485 $ 61,721 $ 1,773,937 $ 1,715,419 $ 1,524,670 Safety & Infrastructure 45,758 69,475 38,280 769,527 753,821 618,331 Unallocated 11,421 11,928 35,775 477,939 465,769 455,995 Consolidated operations $ 149,861 $ 218,888 $ 135,776 $ 3,021,403 $ 2,935,009 $ 2,598,996 Presented below is a reconciliation of operating segment Adjusted EBITDA to Income before income taxes: Fiscal Year Ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 Operating segment Adjusted EBITDA Electrical $ 728,341 $ 1,004,853 $ 1,273,410 Safety & Infrastructure 89,982 103,231 138,390 Total $ 818,323 $ 1,108,083 $ 1,411,800 Unallocated expenses (a) ( 46,610 ) ( 65,956 ) ( 70,010 ) Depreciation and amortization ( 121,018 ) ( 115,524 ) ( 84,415 ) Interest expense, net ( 35,584 ) ( 35,232 ) ( 30,676 ) Stock-based compensation ( 20,300 ) ( 21,101 ) ( 17,245 ) Transaction costs ( 140 ) ( 968 ) ( 3,424 ) Loss on assets held for sale ( 733 ) ( 7,477 ) — Other (b) ( 6,701 ) ( 11,535 ) ( 2,410 ) Income before income taxes $ 587,237 $ 850,290 $ 1,203,620 (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, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 12, “Goodwill and Intangible Assets” for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans, impairment charges, related forward currency derivatives, transaction and restructuring costs. 93 The Company’s long-lived assets and net sales by geography were as follows: Long-lived assets Net sales (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 September 30, 2024 September 30, 2023 September 30, 2022 United States $ 756,108 $ 612,066 $ 410,263 $ 2,817,844 $ 3,150,143 $ 3,552,893 Other Americas 9,168 8,655 7,195 92,361 94,064 102,626 Europe 55,907 52,498 38,396 245,764 228,885 213,581 Asia-Pacific 11,566 6,569 5,400 46,084 45,669 44,849 Total $ 832,749 $ 679,788 $ 461,255 $ 3,202,053 $ 3,518,761 $ 3,913,949 The table below shows the amount of net sales from external customers for each of the Company’s product categories which accounted for 10% or more of consolidated net sales in any of the last three fiscal years: Fiscal Year Ended (in thousands) September 30, 2024 September 30, 2023 September 30, 2022 Metal Electrical Conduit and Fittings $ 551,753 $ 529,083 $ 635,481 Plastic Pipe Conduit and Fittings 921,587 1,252,422 1,479,331 Electrical Cable and Flexible Conduit 489,927 506,994 535,194 Other Electrical products (a) 391,691 386,551 363,749 Electrical 2,354,958 2,675,050 3,013,755 Mechanical Tube 352,707 367,730 445,453 Other Safety & Infrastructure products (b) 494,388 475,982 454,741 Safety & Infrastructure 847,095 843,711 900,194 Net sales $ 3,202,053 $ 3,518,761 $ 3,913,949 (a) Other Electrical products includes International Cable Management, Fiberglass Conduit and Corrosion Resistant Conduit (b) Other S&I products includes Metal Framing and Fittings, Construction Services, Perimeter Security and Cable Management Risks and Concentrations Concentration of Credit Risk — The Company extends credit to various customers in the retail and construction industries. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company's overall credit risk. 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, 2024, Sonepar USA represented 17 % and CED National represented 11 % of the Company’s accounts receivable, with no significant amounts past due. As of September 30, 2023, Sonepar USA represented 14 % and CED National represented 11 % of the Company’s accounts receivable, with no significant amounts past due. For fiscal 2024, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2023, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2022, no single customer accounted for more than 10% of sales. Concentration of Employees — As of September 30, 2024, approximately 20 % of the Company's employees were represented by a union under a collective bargaining agreement. All unions are located in either the United States or Canada, with no unions or Worker's Councils at any of the other locations abroad. As of September 30, 2024, there are approximately 1,121 employees represented by a union. On July 14, 2020, the Company and the United Steelworkers Union reached agreement on the terms of a new collective bargaining agreement for our largest facility in Harvey, Illinois, which expired 94 in April 2024. The Company believes its relationship with its employees is good and negotiations with the union are ongoing notwithstanding the expiration of the agreement. 18. SUBSEQUENT EVENTS On November 18, 2024, the Board of Directors declared a quarterly cash dividend of $ 0.32 per share of common stock payable on December 16, 2024, to stockholders of record on December 6, 2024. 95 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.