What changed in this filing

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Item 1. Financial Statements

2025-02-04 compared with 2024-08-06 · 88 added, 141 removed, 375 unchanged (38% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three months ended Nine months ended

(in thousands, except per share data) Note June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Three months ended

(in thousands, except per share data) Note December 27, 2024 December 29, 2023

Net sales $ 661,597 $ 798,481

14 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three months ended Nine months ended

(in thousands) Note June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Three months ended

(in thousands) Note December 27, 2024 December 29, 2023

Net income $ 46,336 $ 138,381

6 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) Note June 28, 2024 September 30, 2023

(in thousands, except share and per share data) Note December 27, 2024 September 30, 2024

Current Assets:

34 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

(in thousands) Note June 28, 2024 June 30, 2023

Three months ended

(in thousands) Note December 27, 2024 December 29, 2023

Operating activities:

5 unchanged sentences

Amortization of right-of-use assets 8,690 6,140

(Gain) Loss on disposal of property, plant and equipment ( 621 ) 159

Other non-cash adjustments to net income 173 2,074

10 unchanged sentences

Capital expenditures ( 41,295 ) ( 44,331 )

Proceeds from sale of properties and equipment 457 31

Acquisition of businesses, net of cash acquired 3 — ( 5,973 )

Other, net 158 —

Net cash used in investing activities ( 41,137 ) ( 50,304 )

12 unchanged sentences

Operating lease right-of-use assets obtained in exchange for lease liabilities $ 1,791 $ 24,752

Acquisitions of businesses, not yet paid $ — $ 14,125

See Notes to unaudited condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

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

(in thousands) Shares Amount Amount

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

(in thousands) Shares Amount

Balance as of September 30, 2024 34,858 $ 350 $ 509,254 $ 1,049,390 $ ( 19,094 ) $ 1,539,900

4 unchanged sentences

Repurchase of common stock ( 559 ) ( 6 ) — ( 50,506 ) — ( 50,512 )

Balance as of December 29, 2023 36,905 $ 370 $ — $ 490,238 $ 1,035,897 $ ( 24,160 ) $ 1,502,345

Net income — — — — 137,955 — 137,955

Other comprehensive loss — — — — — ( 4,872 ) ( 4,872 )

Stock-based compensation — — — 5,028 — — 5,028

Issuance of common stock, net of shares withheld for tax 118 1 — 2,385 — — 2,386

Repurchase of common stock ( 389 ) ( 4 ) — — ( 59,223 ) — ( 59,227 )

Dividends declared — — — ( 11,120 ) — ( 11,120 )

Balance as of March 29, 2024 36,634 $ 367 $ — $ 497,651 $ 1,102,910 $ ( 29,032 ) $ 1,571,896

Net income — — — — 123,417 — 123,417

Other comprehensive loss — — — — — ( 466 ) ( 466 )

Stock-based compensation — — — 4,488 — — 4,488

Issuance of common stock, net of shares withheld for tax 18 — — ( 14 ) — — ( 14 )

Repurchase of common stock ( 787 ) ( 8 ) — — ( 126,257 ) — ( 126,265 )

Dividends declared — — — — ( 11,528 ) — ( 11,528 )

Balance as of June 28, 2024 35,865 $ 359 $ — $ 502,125 $ 1,088,542 $ ( 29,498 ) $ 1,561,528

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

(in thousands) Shares Amount Amount

Balance as of December 27, 2024 34,398 $ 345 $ 509,487 $ 1,034,100 $ ( 36,584 ) $ 1,507,348

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

(in thousands) Shares Amount

Balance as of September 30, 2023 37,317 $ 375 $ 506,783 $ 994,901 $ ( 33,940 ) $ 1,468,119

5 unchanged sentences

Balance as of December 29, 2023 36,905 $ 370 $ 490,238 $ 1,035,897 $ ( 24,160 ) $ 1,502,345

Net income — — — — 174,194 — 174,194

Other comprehensive (loss) — — — — — 2,663 2,663

Stock-based compensation — — — 6,863 — — 6,863

Issuance of common stock, net of shares withheld for tax 44 — — 336 — — 336

Repurchase of common stock ( 974 ) ( 10 ) — — ( 120,293 ) — ( 120,303 )

Balance as of March 31, 2023 38,938 $ 390 $ ( 2,580 ) $ 497,810 $ 879,334 $ ( 36,159 ) $ 1,338,795

Net income — — — — 201,288 — 201,288

Other comprehensive income — — — — — 4,536 4,536

Stock-based compensation — — — 5,966 — — 5,966

Issuance of common stock, net of shares withheld for tax 3 — — ( 155 ) — — ( 155 )

Repurchase of common stock ( 1,169 ) ( 11 ) — — ( 148,312 ) — ( 148,323 )

Balance as of June 30, 2023 37,772 $ 379 $ ( 2,580 ) $ 503,621 $ 932,310 $ ( 31,623 ) $ 1,402,107

See Notes to unaudited condensed consolidated financial statements.

38 unchanged sentences

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.

2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) The ASU requires companies to disclose, in the notes to the financial statements, specified information about certain costs and expenses.

The amendments in this update do not change or remove current expense disclosure requirements presented on the face of the income statement.

However the amendments require the disaggregation on certain expense captions into specified categories in the notes to financial statements and inclusion of certain current disclosures in the same tabular format as the other disaggregation requirements in the amendments.

The Company will adopt the standard in fiscal 2027 and include the disclosures required by the ASU within the annual report and quarterly reports beginning in fiscal 2027.

REVENUE FROM CONTRACTS WITH CUSTOMERS

14 unchanged sentences

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 nine months ended June 28, 2024, the Company has recognized a reduction of revenue of $ 48,783 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 60,952 .

As of June 28, 2024, the Company has a liability of $ 16,887 for credits to be transferred or the value thereof.

As of June 28, 2024, all activity related to the solar energy tax credits is within the Safety & Infrastructure segment.

For the three months ended December 27, 2024, the Company has recognized a reduction of revenue of $ 12,345 for the economic value of tax credits to be transferred and a benefit to cost of sales of $ 14,100 .

As of December 27, 2024, the Company has a liability of $ 13,670 for credits to be transferred or the value thereof.

As of December 27, 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.

10 unchanged sentences

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

During the nine months ended June 28, 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 the nine months ended June 28, 2024.

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 Elite 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 or the previous interim period.

During the three months ended December 29, 2023, the Company paid out $ 5,973 of accrued purchase price primarily related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers.

No acquisition activity occurred during the three months ended December 27, 2024.

POSTRETIREMENT BENEFITS

2 unchanged sentences

The net periodic benefit credit was as follows:

Three months ended Nine months ended

(in thousands) Note June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Three months ended

(in thousands) Note December 27, 2024 December 29, 2023

Interest cost $ 1,139 $ 1,316

4 unchanged sentences

Other expense, net consisted of the following:

Three months ended Nine months ended

(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Loss on assets held for sale $ 121 $ 3,919 $ 142 $ 7,577

Foreign exchange loss on intercompany loans 165 ( 316 ) 337 ( 482 )

Three months ended

(in thousands) December 27, 2024 December 29, 2023

Loss (Gain) on assets held for sale $ 68 $ ( 64 )

Foreign exchange loss (gain) on intercompany loans 1,021 ( 198 )

Pension-related benefits 44 274

2 unchanged sentences

Accordingly, the Company recognized an impairment of the related assets in fiscal 2023 and continues to recognize any incremental losses on those assets.

For the three months ended June 28, 2024 and June 30, 2023, the Company’s effective tax rate attributable to income before income taxes was 21.9 % and 8.6 %, respectively.

For the three months ended June 28, 2024 and June 30, 2023, the Company’s income tax expense was $ 34,531 and $ 18,931 respectively.

The increase in the current period effective tax rate and expense was driven by a decrease in the benefit related to solar energy tax credits.

In the third quarter of fiscal 2023, the Company recognized a one time $ 39,799 benefit in its income tax expense related to the credits available as part of the IRA.

For the nine months ended June 28, 2024 and June 30, 2023, the Company’s effective tax rate attributable to income before income taxes was 19.3 % and 18.0 %, respectively.

For the nine months ended June 28, 2024 and June 30, 2023, the Company’s income tax expense was $ 95,606 and $ 120,854

respectively.

The increase in the current period effective tax rate was driven by a decrease in the benefit related to solar energy tax credits.

In December 2021, the Organization for Economic Cooperation and Development (“OECD”) published a proposal for the establishment of a global minimum tax rate of 15% (“Pillar Two”).

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax.

A number of countries have proposed or enacted legislation to implement core elements of the Pillar Two proposal effective for tax years beginning on or after January 1, 2024.

The Company does not expect the changes to have a material impact on the income tax provision for fiscal year 2025.

The Company continues to assess the potential impact of Pillar Two and monitor developments in legislation, regulation, and interpretive guidance in this area.

For the three months ended December 27, 2024 and December 29, 2023, the Company’s effective tax rate attributable to income before income taxes was 20.9 % and 17.5 %, respectively.

For the three months ended December 27, 2024 and December 29, 2023, the Company’s income tax expense was $ 12,260 and $ 29,272 respectively.

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

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

9 unchanged sentences

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

Three months ended Nine months ended

(in thousands, except per share data) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Three months ended

(in thousands, except per share data) December 27, 2024 December 29, 2023

Net income $ 46,336 $ 138,381

4 unchanged sentences

Non-participating employee stock options (1)

364 525 435 529

Diluted weighted average common shares outstanding 35,040 37,745

2 unchanged sentences

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

There were no anti-dilutive options outstanding during the three months ended June 28, 2024 and June 30, 2023.

Additionally, there were no anti-dilutive options outstanding during the nine months ended June 28, 2024 and June 30, 2023.

There were no anti-dilutive options outstanding during the three months ended December 27, 2024 and December 29, 2023.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following tables present the changes in accumulated other comprehensive loss by component for the three months ended June 28, 2024 and June 30, 2023.

(in thousands) Defined Benefit

Pension Items Currency

Adjustments Total

Balance as of March 29, 2024 $ ( 10,695 ) $ ( 18,337 ) $ ( 29,032 )

Other comprehensive loss before reclassifications — ( 518 ) ( 518 )

Amounts reclassified from accumulated other

comprehensive income, net of tax 52 — 52

Net current period other comprehensive income (loss) 52 ( 518 ) ( 466 )

Balance as of June 28, 2024 $ ( 10,643 ) $ ( 18,855 ) $ ( 29,498 )

The following table presents the changes in accumulated other comprehensive loss by component for the three months ended December 27, 2024 and December 29, 2023.

(in thousands) Defined Benefit

1 unchanged sentence

Adjustments Total

Balance as of March 31, 2023 $ ( 16,532 ) $ ( 19,627 ) $ ( 36,159 )

Balance as of September 30, 2024 $ ( 10,408 ) $ ( 8,686 ) $ ( 19,094 )

Other comprehensive income before reclassifications — ( 17,532 ) ( 17,532 )

2 unchanged sentences

Net current period other comprehensive income 42 ( 17,532 ) ( 17,490 )

Balance as of June 30, 2023 $ ( 16,400 ) $ ( 15,223 ) $ ( 31,623 )

The following tables present the changes in accumulated other comprehensive loss by component for the nine months ended June 28, 2024 and June 30, 2023.

(in thousands) Defined Benefit

Pension Items Currency

Adjustments Total

Balance as of September 30, 2023 $ ( 10,801 ) $ ( 23,139 ) $ ( 33,940 )

Other comprehensive loss before reclassifications — 4,284 4,284

Amounts reclassified from accumulated other

comprehensive income, net of tax 158 — 158

Net current period other comprehensive income (loss) 158 4,284 4,442

Balance as of June 28, 2024 $ ( 10,643 ) $ ( 18,855 ) $ ( 29,498 )

Balance as of December 27, 2024 $ ( 10,366 ) $ ( 26,218 ) $ ( 36,584 )

(in thousands) Defined Benefit

6 unchanged sentences

Net current period other comprehensive income 53 9,727 9,780

Balance as of June 30, 2023 $ ( 16,400 ) $ ( 15,223 ) $ ( 31,623 )

Balance as of December 29, 2023 $ ( 10,748 ) $ ( 13,412 ) $ ( 24,160 )

INVENTORIES, NET

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

Approximately 88 % and 82 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at June 28, 2024 and September 30, 2023, respectively.

Interim LIFO determinations, including those at June 28, 2024, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) June 28, 2024 September 30, 2023

Approximately 81 % of the Company ’ s inventories were valued at the lower of LIFO cost or market at each of December 27, 2024 and September 30, 2024.

Interim LIFO determinations, including those at December 27, 2024, are based on management ’ s estimates of future inventory levels and costs for the remainder of the current fiscal year.

(in thousands) December 27, 2024 September 30, 2024

Purchased materials and manufactured parts, net $ 151,438 $ 153,290

2 unchanged sentences

Inventories, net $ 526,261 $ 524,695

Total inventories would be $ 7,193 higher and $ 29,826 higher than reported as of June 28, 2024 and September 30, 2023, respectively, if the first-in, first-out method was used for all inventories.

As of June 28, 2024, and September 30, 2023, the excess and obsolete inventory reserve was $ 27,386 and $ 25,585 , respectively.

Total inventories would be $ 21,017 lower and $ 14,425 lower than reported as of December 27, 2024 and September 30, 2024, respectively, if the first-in, first-out method was used for all inventories.

As of December 27, 2024, and September 30, 2024, the excess and obsolete inventory reserve was $ 26,773 and $ 29,176 , respectively.

PROPERTY, PLANT AND EQUIPMENT

As of June 28, 2024, and September 30, 2023, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) June 28, 2024 September 30, 2023

As of December 27, 2024, and September 30, 2024, property, plant and equipment and accumulated depreciation were as follows:

(in thousands) December 27, 2024 September 30, 2024

Land $ 28,990 $ 29,401

7 unchanged sentences

Property, plant and equipment, net $ 655,283 $ 652,093

Depreciation expense for the three months ended June 28, 2024 and June 30, 2023 totaled $ 16,716 and $ 14,913 , respectively.

Depreciation expense for the nine months ended June 28, 2024 and June 30, 2023 totaled $ 46,503 and $ 41,893 , respectively.

Depreciation expense for the three months ended December 27, 2024 and December 29, 2023 totaled $ 17,634 and $ 14,553 respectively.

GOODWILL AND INTANGIBLE ASSETS

3 unchanged sentences

Exchange rate effects ( 2,625 ) ( 406 ) ( 3,031 )

Balance as of June 28, 2024 $ 259,366 $ 52,632 $ 311,998

Goodwill balances as of June 28, 2024 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

Balance as of December 27, 2024 $ 258,659 $ 52,310 $ 310,969

Goodwill balances as of December 27, 2024 included $ 5,645 and $ 43,000 of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively.

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

1 unchanged sentence

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

June 28, 2024 September 30, 2023

December 27, 2024 September 30, 2024

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

7 unchanged sentences

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

Included in the table above are the effects of changes in exchange rates which were not material for the nine months ended June 28, 2024.

Amortization expense for the three months ended June 28, 2024 and June 30, 2023 was $ 13,216 and $ 15,192 , respectively.

Amortization expense for the nine months ended June 28, 2024 and June 30, 2023 was $ 41,904 and $ 42,778 , respectively.

Included in the table above are the effects of changes in exchange rates which were not material for the three months ended December 27, 2024.

Amortization expense for the three months ended December 27, 2024 and December 29, 2023 was $ 11,699 and $ 14,467 , respectively.

Expected amortization expense for intangible assets for the remainder of fiscal 2025 and over the next five years and thereafter is as follows:

3 unchanged sentences

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

Debt as of June 28, 2024 and September 30, 2023 was as follows:

(in thousands) June 28, 2024 September 30, 2023

Debt as of December 27, 2024 and September 30, 2024 was as follows:

(in thousands) December 27, 2024 September 30, 2024

ABL Credit Facility $ — $ —

5 unchanged sentences

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

AII ’ s availability under the ABL Credit Facility was $ 325,000 as of June 28, 2024 and $ 322,406 as of September 30, 2023.

AII ’ s availability under the ABL Credit Facility was $ 325,000 as of each of December 27, 2024 and September 30, 2024.

The ABL Credit Facility will mature on the earlier of five years from May 26, 2021 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.

13 unchanged sentences

The fair value of forward currency contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles.

The Company had no active forward currency contracts or other derivative instruments as of June 28, 2024 or September 30, 2023.

The Company had no active forward currency contracts or other derivative instruments as of December 27, 2024 or September 30, 2024.

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

June 28, 2024 September 30, 2023

December 27, 2024 September 30, 2024

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

2 unchanged sentences

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

June 28, 2024 September 30, 2023

December 27, 2024 September 30, 2024

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

6 unchanged sentences

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

As of June 28, 2024, such obligations were $ 162,223 for the rest of fiscal year 2024 and $ 11,483 for fiscal year 2025 and beyond.

As of December 27, 2024, such obligations were $ 225,099 for the rest of fiscal year 2025 and $ 16,000 for fiscal year 2026 and beyond.

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

9 unchanged sentences

Accordingly, 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 and other product liabilities.

In the fourth quarter of fiscal 2024, 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.

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.

2 unchanged sentences

However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows.

The Company had no outstanding letters of credit as of June 28, 2024.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 38,711 as of June 28, 2024.

The Company had no outstanding letters of credit as of December 27, 2024.

The Company also had surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $ 43,652 as of December 27, 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.

18 unchanged sentences

Three months ended

June 28, 2024 June 30, 2023

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

Electrical $ 605,955 $ 7 $ 182,568 $ 705,603 $ 14 $ 266,556

Safety & Infrastructure 216,409 615 30,042 213,514 92 21,493

Eliminations — ( 622 ) — ( 106 )

Consolidated operations $ 822,364 $ — $ 919,117 $ —

Nine months ended

June 28, 2024 June 30, 2023

December 27, 2024 December 29, 2023

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

4 unchanged sentences

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

Three months ended Nine months ended

(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Three months ended

(in thousands) December 27, 2024 December 29, 2023

Operating segment Adjusted EBITDA

3 unchanged sentences

Unallocated expenses (a) ( 8,816 ) ( 10,349 )

( 6,485 ) ( 17,787 ) ( 26,201 ) ( 45,218 )

Depreciation and amortization ( 29,333 ) ( 29,020 )

1 unchanged sentence

Stock-based compensation ( 6,097 ) ( 4,757 )

( 3,813 ) ( 5,289 ) ( 7,465 ) ( 10,906 )

Other (b) 3,085 ( 4,300 )

Income before income taxes $ 58,596 $ 167,653

(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 11, “Goodwill and Intangible Assets” in the form 10-Q filed August 3, 2023 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

The Company ’ s net sales by geography were as follows for the three months ended and the nine months ended June 28, 2024 and June 30, 2023:

Three months ended Nine months ended

(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed November 21, 2024 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

The Company ’ s net sales by geography were as follows for the three months ended December 27, 2024 and December 29, 2023:

Three months ended

(in thousands) December 27, 2024 December 29, 2023

United States $ 573,360 $ 708,457

3 unchanged sentences

Total $ 661,597 $ 798,481

The table below shows the amount of net sales from external customers for each of the Company ’ s product categories which accounted for 10% or more of consolidated net sales in either period for the three months ended and the nine months ended June 28, 2024 and June 30, 2023:

Three months ended Nine months ended

(in thousands) June 28, 2024 June 30, 2023 June 28, 2024 June 30, 2023

Three months ended

(in thousands) December 27, 2024 December 29, 2023

Metal Electrical Conduit and Fittings $ 102,205 $ 139,240

12 unchanged sentences

SUBSEQUENT EVENTS

On July 31, 2024, the Board of Directors declared a quarterly cash dividend of $ 0.32 per share of common stock payable on August 30, 2024, to stockholders of record on August 20, 2024.

On January 30, 2025, Atkore’s Board of Directors declared a quarterly cash dividend of $ 0.32 per share of common stock payable on February 28, 2025, to stockholders of record on February 18, 2025.

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

What changed 10-Q

Item 1. Financial Statements