SEC Info - Atkore Inc. - ‘10-K’ for 9/30/21

We have served as the Company’s auditor since 2011.

ATKORE INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Fiscal Year Ended

(in thousands, except per share data)

Note

Net sales

i 2,928,014

i 1,765,421

i 1,916,538

Cost of sales

i 1,802,401

i 1,274,107

i 1,419,338

Gross profit

i 1,125,613

i 491,314

i 497,200

Selling, general and administrative

i 293,019

i 219,496

i 240,660

Intangible asset amortization

i 33,644

i 32,262

i 32,876

Operating income

i 798,950

i 239,556

i 223,664

Interest expense, net

i 32,899

i 40,062

i 50,473

Loss on extinguishment of debt

i 4,202

i 273

i —

Other income, net

( i 18,152)

( i 2,777)

( i 11,478)

Income before income taxes

i 780,001

i 201,998

i 184,669

Income tax expense

i 192,144

i 49,696

i 45,618

Net income

i 587,857

i 152,302

i 139,051

Net income per share

Basic

i 12.38

i 3.15

i 2.91

Diluted

i 12.19

i 3.10

i 2.83

See Notes to Consolidated Financial Statements

ATKORE INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Fiscal Year Ended

(in thousands)

Note

Net income

i 587,857

i 152,302

i 139,051

Other comprehensive income, net of tax:

Change in foreign currency translation adjustment

i 2,385

i 6,087

( i 7,490)

Change in unrecognized (loss) income related to pension benefit plans

i 11,443

( i 6,943)

( i 15,437)

Total other comprehensive (loss) income

i 13,828

( i 856)

( i 22,927)

Comprehensive income

i 601,685

i 151,446

i 116,124

See Notes to Consolidated Financial Statements

ATKORE INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

Note

Assets

Current Assets:

Cash and cash equivalents

i 576,289

i 284,471

Accounts receivable, less allowance for current and expected credit losses of $ i 2,510 and $ i 3,168, respectively

i 524,926

i 298,242

Inventories, net

i 285,989

i 199,095

Prepaid expenses and other current assets

i 34,248

i 46,868

Total current assets

i 1,421,452

i 828,676

Property, plant and equipment, net

i 275,622

i 243,891

Intangible assets, net

i 241,204

i 255,349

Goodwill

i 199,048

i 188,239

Right-of-use assets, net

i 41,113

i 38,692

Deferred income taxes

i 29,693

i 687

Other long-term assets

i 1,967

i 2,991

Total Assets

i 2,210,099

i 1,558,525

Liabilities and Equity

Current Liabilities:

Accounts payable

i 243,164

i 142,601

Income tax payable

i 72,953

i 1,360

Accrued compensation and employee benefits

i 57,437

i 32,836

Customer liabilities

i 80,324

i 35,802

Lease obligations

i 11,785

i 15,786

Other current liabilities

i 59,273

i 47,785

Total current liabilities

i 524,936

i 276,170

Long-term debt

i 758,386

i 803,736

Long-term lease obligations

i 30,236

i 24,143

Deferred income taxes

i 16,746

i 22,525

Other long-term tax liabilities

i 735

i 1,619

Pension liabilities

i 3,819

i 40,023

Other long-term liabilities

i 10,505

i 11,899

Total Liabilities

i 1,345,363

i 1,180,115

Equity:

Common stock, $ i i 0.01 / par value, i i 1,000,000,000 / shares authorized, i i 45,997,159 / and i i 47,407,023 / shares issued and outstanding, respectively

i 461

i 475

Treasury stock, held at cost, i 260,900 and i 260,900 shares, respectively

( i 2,580)

Additional paid-in capital

i 506,921

i 487,223

Retained earnings

i 388,660

( i 64,154)

Accumulated other comprehensive loss

( i 28,726)

( i 42,554)

Total Equity

i 864,736

i 378,410

Total Liabilities and Equity

i 2,210,099

i 1,558,525

See Notes to Consolidated Financial Statements

ATKORE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Fiscal year ended

(in thousands)

Note

Operating activities

Net income

i 587,857

i 152,302

i 139,051

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization

i 78,557

i 74,470

i 72,347

Amortization of debt issuance costs and original issue discount

i 2,497

i 1,876

i 1,804

Deferred income taxes

( i 43,306)

i 4,483

( i 796)

Loss on extinguishment of debt

i 4,202

i 273

i —

Provision for losses on accounts receivable and inventory

i 645

i 5,014

i 4,656

Stock-based compensation expense

i 17,047

i 13,064

i 11,798

Amortization of right-of-use assets

i 14,515

i 14,803

i —

Loss on disposal of property, plant & equipment, net

i 141

i 3,001

i —

Gain on purchase of business

( i 731)

i —

( i 7,384)

Other adjustments to net income

i 382

( i 844)

( i 1,938)

Changes in operating assets and liabilities, net of effects from acquisitions

Accounts receivable

( i 219,659)

i 16,920

i 6,026

Inventories

( i 81,544)

i 24,642

i 9,002

Prepaid expenses and other current assets

( i 6,462)

( i 11,164)

( i 3,054)

Accounts payable

i 98,444

( i 5,835)

( i 21,981)

Income taxes

i 80,291

( i 6,261)

i 4,511

Accrued and other liabilities

i 63,459

( i 32,942)

( i 2,782)

Other, net

( i 23,433)

( i 5,040)

( i 1,566)

Net cash provided by operating activities

i 572,902

i 248,762

i 209,694

Investing activities

Capital expenditures

( i 64,474)

( i 33,770)

( i 34,860)

Insurance proceeds for properties, plant and equipment

i 9,627

i 2,337

i —

Proceeds from sale of properties, plant and equipment

i 81

i 3,920

i 80

Acquisitions of businesses, net of cash acquired

( i 43,195)

i —

( i 97,999)

Other, net

i —

( i 322)

Net cash used for investing activities

( i 97,961)

( i 27,513)

( i 133,101)

Financing activities

Borrowings under credit facility

i —

i 39,000

Repayments under credit facility

i —

( i 39,000)

Repayments of short-term debt

( i 4,000)

i —

( i 20,980)

Issuance of long-term debt

i 798,000

i —

Repayments of long-term debt

( i 835,120)

( i 40,000)

Issuance of common stock, net of taxes withheld

i 2,660

( i 2,972)

i 7,374

Repurchase of common stock

( i 135,066)

( i 15,011)

( i 24,419)

Payments for debt financing costs and fees

( i 10,930)

( i 3,204)

i —

Other, net

i —

i 8

( i 155)

Net cash used for financing activities

( i 184,456)

( i 61,179)

( i 78,180)

Fiscal year ended

(in thousands)

Note

Effects of foreign exchange rate changes on cash and cash equivalents

i 1,333

i 986

( i 1,660)

Increase (decrease) in cash and cash equivalents

i 291,818

i 161,056

( i 3,247)

Cash and cash equivalents at beginning of period

i 284,471

i 123,415

i 126,662

Cash and cash equivalents at end of period

i 576,289

i 284,471

i 123,415

Supplementary Cash Flow information

Interest paid

i 23,726

i 38,791

i 49,879

Income taxes paid, net of refunds

i 155,114

i 50,993

i 38,698

Capital expenditures, not yet paid

i 1,094

i 1,278

i 3,719

Operating cash flows from cash paid on operating lease liabilities

i 13,035

i 12,939

—

Operating lease right-of-use assets obtained in exchange for lease liabilities

i 13,538

i 15,278

—

See Notes to Consolidated Financial Statements

ATKORE INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the three year period ended September 30, 2021

Common Stock

Treasury Stock

Additional Paid-in Capital

Retained Earnings

Accumulated Other Comprehensive Loss

Total Equity

(in thousands)

Amount

Balance as of September 30, 2018

i 47,080

i 472

( i 2,580)

i 457,978

( i 317,373)

( i 16,438)

i 122,059

Net income

—

i 139,051

—

i 139,051

Other comprehensive loss

—

( i 22,927)

Reclassification of stranded tax benefits (1)

i 2,333

( i 2,333)

i —

Stock-based compensation

—

i 11,798

—

i 11,798

Issuance of common stock, net of shares withheld for tax

i 1,105

i 11

—

i 7,363

—

i 7,374

Repurchase of common stock

( i 1,230)

( i 12)

—

( i 24,407)

—

( i 24,419)

Balance as of September 30, 2019

i 46,955

i 471

( i 2,580)

i 477,139

( i 200,396)

( i 41,698)

i 232,936

Net income

—

i 152,302

—

i 152,302

Other comprehensive loss

—

( i 856)

ASU 2016-02 modified retrospective adoption

—

( i 1,053)

—

( i 1,053)

Stock-based compensation

—

i 13,064

—

i 13,064

Issuance of common stock, net of shares withheld for tax

i 846

i 8

—

( i 2,980)

—

( i 2,972)

Repurchase of common stock

( i 394)

( i 4)

—

( i 15,007)

—

( i 15,011)

Balance as of September 30, 2020

i 47,407

i 475

( i 2,580)

i 487,223

( i 64,154)

( i 42,554)

i 378,410

Net income

—

i 587,857

—

i 587,857

Other comprehensive loss

—

i 13,828

Stock-based compensation

—

i 17,047

—

i 17,047

Issuance of common stock, net of shares withheld for tax

i 918

i 9

—

i 2,651

—

i 2,660

Repurchase of common stock

( i 2,328)

( i 23)

—

( i 135,043)

—

( i 135,066)

Balance as of September 30, 2021

i 45,997

i 461

( i 2,580)

i 506,921

i 388,660

( i 28,726)

i 864,736

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

See Notes to Consolidated Financial Statements

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

Holders of common stock are entitled to cast i 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 February 5, 2019, the board of directors approved a share repurchase program, under which the Company may repurchase up to $ i 50.0 million of its outstanding common stock. As of December 25, 2020, there were i no authorized repurchases remaining on that program.

On January 28, 2021, the board of directors approved a share repurchase program, under which the Company may repurchase up to $ i 100.0 million of its outstanding common stock. As of September 30, 2021, there were i no authorized repurchases remaining.

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

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

The Electrical Raceway segment was renamed as the Electrical segment. The Electrical segment manufactures high quality products used in the construction of electrical power systems including conduit, cable, and installation accessories. This segment serves contractors, in partnership with the electrical wholesale channel.

Segment Realignment & Reclassifications — Effective in the first quarter of fiscal 2021, the Company implemented a realignment (the “Realignment”) of its segment financial reporting structure. The Company’s domestic cable management and prefabrication modular businesses had historically been reported in the Electrical segment. Due to transitions in the Company’s Executive Leadership Team, these businesses are now reported in the Safety & Infrastructure segment. The Realignment reflects how the Company’s Chief Operating Decision Maker now assesses the operating performance and allocates resources to the Safety & Infrastructure segment. Goodwill was also reallocated on a relative fair value basis between the applicable reporting units.

The Company reflected these changes to its segment information retrospectively to the earliest period presented which resulted in a transfer of external net sales, intersegment sales, total assets, and Adjusted EBITDA from the Electrical segment to the Safety & Infrastructure segment. These changes had no impact on the Company’s previously reported consolidated net sales, operating income, net income or earnings per share. See Note 17, “Segment Information” for additional details.

i 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.

i 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.

i 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.

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.

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.

The Company typically receives payment i 30 to i 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.

i 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.

i 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, net.

i 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.

i 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.

i 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. i Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:


Buildings						i 4 to i 40 years
Building improvements						i 3 to i 20 years
Machinery and equipment						i 1 to i 20 years

Leasehold improvements						Lesser of remaining term of the lease or useful life
Software						i 2 to i 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.

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 i 6 to i 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 i 1 to i 20 years. The Company did not have a triggering event during fiscal 2021, 2020 and 2019.

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 2021, 2020 and 2019 the Company performed a quantitative impairment assessment for goodwill. The Company calculated the fair value of its i i i 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.

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

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

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 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.

i 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.

i 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.

Recent Accounting Pronouncements

i i A summary of recently adopted Accounting Standards Update ("ASU")s are as follows. Adoption dates are on the first day of the fiscal year indicated below, unless otherwise specified. /

Adopted Guidance

ASU

Description of ASU

Impact to Atkore

Adoption Date

2016-13 Financial Instruments - Credit Losses (Topic 326)

The ASU adds to GAAP an impairment model (known as the current expected credit loss (CECL) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses.

The Company adopted this standard in the first quarter of 2021. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.

2021

A summary of guidance not yet adopted are as follows:

Guidance not yet adopted

ASU

Description of ASU

Impact to Atkore

Effective Date

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

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

The Company will adopt the new standard on October 1, 2021. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

2022

i i

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 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)

Assets

Operating lease assets

i 38,569

i 37,666

Finance lease assets

i 4,966

i 2,999

Right-of-use assets, at cost

i 43,535

i 40,665

Less: accumulated amortization

( i 2,422)

( i 1,973)

Right-of-use assets, net

i 41,113

i 38,692

Liabilities

Current liabilities:

Current portion of operating lease liabilities

i 10,873

i 15,356

Current portion of finance lease liabilities

i 912

i 430

Current lease obligations

i 11,785

i 15,786

Noncurrent liabilities:

Operating lease liabilities

i 28,434

i 23,354

Finance lease liabilities

i 1,802

i 789

Long-term lease obligations

i 30,236

i 24,143

Total lease obligations

i 42,021

i 39,929

Lease Cost

The following table summarizes lease costs by type of cost for the fiscal year ended September 30, 2021, and the fiscal year ended September 30, 2020. In the consolidated statements of operations, cost of sales and selling, general and administrative expenses included lease costs of $ i 14,536 and $ i 2,781 for the fiscal year ended September 30, 2021 and $ i 14,295 and $ i 2,714 for the fiscal year end September 30, 2020.

Fiscal year ended

(in thousands)

Amortization of right-of-use assets

i 14,515

i 14,803

Interest on lease liabilities

i 49

i 41

Variable lease costs

i 938

i 714

Short term lease costs

i 1,815

i 1,451

Total lease costs

i 17,317

i 17,009

Maturity of Lease Liabilities

i i The Company's maturity analysis of its lease liabilities as of September 30, 2021 is as follows: /

(in thousands)

Financing Leases

Operating Leases

2022

i 951

i 12,047

2023

i 874

i 9,094

2024

i 565

i 7,393

2025

i 257

i 4,879

2026

i 157

i 3,127

2027 and after

i 8

i 6,957

Total lease payments

i 2,812

i 43,497

Less: Interest

( i 98)

( i 4,190)

Present value of lease liabilities

i 2,714

i 39,307

Lease Term and Discount Rate

Fiscal year ended

Weighted-average remaining lease term (years)

Operating leases

i 5.2

i 4.4

Finance leases

i 3.3

i 3.2

Weighted-average discount rate

Operating leases

i 4.0

i 3.6

Finance leases

i 2.5

i 3.1

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. The Company had no acquisitions in fiscal 2020.

Fiscal 2021

On February 24, 2021, Atkore Southwest, LLC, a wholly-owned subsidiary of the Company acquired the assets of FRE Composites USA Inc. and separately the Company acquired all of the outstanding stock of FRE Composites Inc., collectively described as FRE Composites Group (“FRE Composites”), for a purchase price of $ i 36,993, net of cash received. FRE Composites is a leading manufacturer of fiberglass conduit for the electrical and industrial market. The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their fair values.

On October 22, 2020, Atkore Plastics Southeast, LLC, a wholly-owned subsidiary of the Company acquired the assets of Queen City Plastics, Inc. (“Queen City Plastics”), a leading manufacturer of PVC conduit, elbows and fittings for the electrical market. The purchase price was allocated to tangible assets acquired and liabilities assumed based on their fair values. The purchase price of $ i 6,214 was deemed immaterial to the Company.

Fiscal 2019

On August 21, 2019, Atkore Plastic Pipe Corporation, a wholly-owned subsidiary of the Company acquired the assets of Rocky Mountain Pipe (“Cor-Tek”), a manufacturer of PVC conduit for electrical applications, and considered a leading innovator in cellular core extrusion technology for a purchase price of $ i 14,835. In connection with this acquisition, the Company recorded a bargain purchase gain of $ i 7,384, which is reported within other income, net in the Consolidated Statements of Operations. The Company believes that it was able to acquire the net assets of Cor-Tek for less than fair value as a result of Cor-Tek’s financial difficulties.

On June 3, 2019, AFC Cable Systems, Inc., a wholly-owned subsidiary of the Company acquired the assets of United Structural Products, LLC. (“U.S. Tray”), a manufacturer of welded aluminum and engineered-to-order cable trays for a purchase price of $ i 25,507, net of cash received. Net sales and net income of the acquired company included in the consolidated statement of operations for fiscal 2019 were insignificant. As a result of the acquisition, the Company recognized $ i 7,295 of goodwill, $ i 14,800 of identifiable intangible assets and $ i 3,412 of working capital and other tangible assets.

On October 1, 2018, Allied Luxembourg S.a.r.l, a wholly-owned subsidiary of the Company acquired all of the outstanding stock of Vergokan International NV (“Vergokan”) for a purchase price of $ i 57,899, net of cash received. Vergokan is a leading manufacturer of cable tray and cable ladder systems, underfloor installations and industrial floor trunking that serves industrial, power and energy, commercial and infrastructure sectors in more than i 45 countries.

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

Fiscal 2021

The purchase price for FRE Composites, which was finalized during the fourth quarter of fiscal 2021, was allocated to tangible and intangible assets acquired and liabilities assumed, based on their fair values. The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date for fiscal 2021:


(in thousands)	FRE Composites
Fair value of consideration transferred:
Cash consideration	$	i 36,993




Fair value of assets acquired and liabilities assumed:
Cash	i 437
Accounts receivable	i 2,163
Inventories	i 3,355
Intangible assets	i 18,300
Fixed assets	i 8,509
Accounts payable	( i 1,186)

Income Taxes	( i 4,293)
Other	( i 240)
Net assets acquired	i 27,045
Excess purchase price attributed to goodwill acquired	$	i 9,948

The Company estimates $ i 1.6 million of the goodwill recognized from the FRE Composites acquisition is deductible for tax purposes. The goodwill consists largely of the synergies and economies of scale from integrating this company with existing businesses.

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

FRE Composites

($ in thousands)

Fair Value

Weighted Average Useful Life (Years)

Customer relationships

i 14,700

i 12.0

Other

i 3,600

i 6.0

Total intangible assets

i 18,300

Net sales and net income of FRE Composites and Queen City Plastics are included in the consolidated statement of operations for fiscal 2021 for the post-acquisition period. Due to the immaterial nature of these acquisitions, both individually, and in the aggregate, the Company did not include the full year pro forma results of operations for the acquisition year.

Fiscal 2019

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 2019:

(in thousands)

Vergokan

Other

Total

Fair value of consideration transferred:

Cash consideration

i 58,728

i 41,641

i 100,369

Other liability consideration

i —

i 1,400

Total consideration transferred

i 58,728

i 43,041

i 101,769

Fair value of assets acquired and liabilities assumed:

Cash

i 829

i 1,541

i 2,370

Accounts receivable

i 8,761

i 8,217

i 16,978

Inventories

i 11,434

i 7,494

i 18,928

Intangible assets

i 12,621

i 16,400

i 29,021

Fixed assets

i 32,490

i 19,298

i 51,788

Accounts payable

( i 18,716)

( i 7,608)

( i 26,324)

Gain on purchase of business

i —

( i 7,384)

Other

i 1,680

( i 3,412)

( i 1,732)

Net assets acquired

i 49,099

i 34,546

i 83,645

Excess purchase price attributed to goodwill acquired

i 9,629

i 8,495

i 18,124

Goodwill recognized from the Vergokan acquisition is non-deductible for tax purposes. Goodwill recognized from the other acquisitions is tax-deductible and is amortized over i i i 15 / / years for income tax purposes. The goodwill consists largely of the synergies and economies of scale from integrating these companies with existing businesses.

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

Vergokan

Other

($ in thousands)

Fair Value

Weighted Average Useful Life (Years)

Fair Value

Weighted Average Useful Life (Years)

Customer relationships

i 10,535

i 12.0

i 15,400

i 10.0

Other

i 2,086

i 9.0

i 1,000

i 9.0

Total intangible assets

i 12,621

i 16,400

Net sales and net income of the companies acquired during fiscal 2019 are included in the consolidated statement of operations for fiscal 2019 for the post-acquisition period. Due to the immaterial nature of these acquisitions, both individually, and in the aggregate, the Company did not include the full year pro forma results of operations for the acquisition year.

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. i The net periodic cost for the periods presented was as follows:

Fiscal Year Ended

(in thousands)

Interest cost

i 2,729

i 3,739

i 4,665

Expected return on plan assets

( i 6,424)

( i 6,331)

( i 6,372)

Amortization of actuarial loss

i 1,327

i 888

i 101

Net periodic cost

( i 2,368)

( i 1,704)

( i 1,606)

The weighted-average assumptions used to determine net periodic pension cost during the period were as follow:

Discount rate

i 2.5

i 3.1

i 4.2

Expected return on plan assets

i 6.2

i 6.3

Rate of compensation increase

N/a

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, 2019	$	i 137,960
Interest cost	i 3,739
Actuarial loss	i 10,476
Benefits and administrative expenses paid	( i 5,416)
Balance as of September 30, 2020	i 146,759
Interest cost	i 2,729
Actuarial gain	( i 3,170)
Benefits and administrative expenses paid	( i 5,573)
Balance as of September 30, 2021	$	i 140,745

Change in plan assets:
Balance as of September 30, 2019	i 103,451
Actual return on plan assets	i 6,587
Employer contributions	i 2,114
Benefits and administrative expenses paid	( i 5,416)
Balance as of September 30, 2020	i 106,736
Actual return on plan assets	i 17,258
Employer contributions	i 19,635
Benefits and administrative expenses paid	( i 5,573)
Balance as of September 30, 2021	$	i 138,056

Funded status:
Funded status as of September 30, 2020	$	( i 40,023)
Funded status as of September 30, 2021	$	( i 2,689)

(in thousands)

Amounts recognized in the consolidated balance sheets consist of:

Pension Non-Current Assets

i 1,130

i —

Pension liabilities

( i 3,819)

( i 40,023)

Net amount recognized

( i 2,689)

( i 40,023)

Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of:

Net actuarial loss

( i 27,036)

( i 42,367)

Total loss recognized

( i 27,036)

( i 42,367)

Weighted-average assumptions used to determine pension benefit obligations at year end:

Discount rate

i 2.7

i 2.5

Rate of compensation increase

N/a

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

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

(in thousands)

Accumulated benefit obligation

i 122,655

i 146,759

Fair value of plan assets

i 118,843

i 106,736

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

(in thousands)

Projected benefit obligation

i 122,655

i 146,759

Fair value of plan assets

i 118,843

i 106,736

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 maximize the return on assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the security of benefits for participants. For the pension plans, this policy targets a i 60% allocation to equity securities and a i 40% allocation to debt securities.

Pension plans have the following weighted-average asset allocations:

Asset Category:

Equity securities

i 56%

i 58%

Debt securities

i 43%

i 39%

Cash and cash equivalents

i 1%

i 3%

Total

i 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, 2021, 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:

(in thousands)

Level 1

Level 2

Total

Level 1

Level 2

Total

United States equity securities

i 48,274

i —

i 48,274

i 30,738

i 6,796

i 37,534

Non-U.S. equity securities

i 28,787

i —

i 28,787

i 21,509

i 2,659

i 24,168

Fixed income securities

i 59,488

i —

i 59,488

i 34,857

i 7,253

i 42,110

Cash and cash equivalents

i 1,507

i —

i 1,507

i 2,924

i —

i 2,924

Total

i 138,056

i —

i 138,056

i 90,028

i 16,708

i 106,736

Equity securities consist primarily of publicly traded United States and non-U.S. equities. Publicly traded securities are valued at the last trade or closing price reported in the active market in which the individual securities are traded. Certain equity securities are held within commingled funds, which are valued at the unitized net asset value (“NAV”) or percentage of the NAV as determined by the custodian of the fund. These values are based on the fair value of the underlying net assets owned by the fund.

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. As of September 30, 2021 and September 30, 2020, the Company did not have any Level 3 pension assets. Certain fixed income securities are held within commingled funds, which are valued utilizing NAV as determined by the custodian of the fund. These values are based on the fair value of the underlying net assets owned by the fund.

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 $ i 19,635 and $ i 2,114 to its pension plans for the fiscal years ended September 30, 2021 and September 30, 2020. The Company anticipates that it will contribute at least the minimum required contribution of $ i 218 to its pension plans in fiscal 2022.

Benefit payments, which reflect future expected service as appropriate, are expected to be paid in each fiscal year as follows:


(in thousands)
2022	$	i 6,411
2023	i 6,632
2024	i 6,868
2025	i 7,115
2026	i 7,344
2027 to 2031	i 37,674

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

Multi-Employer Plan — The Company has a liability of $ i 5,021 as of September 30, 2021 and $ i 5,345 as of September 30, 2020 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 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 i 2.2 million shares of common stock is reserved for issuance under the 2020 Omnibus Incentive Plan. All stock option awards have a i 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 $ i 17,047, $ i 13,064 and $ i 11,798 for fiscal years 2021, 2020 and 2019, respectively. The total income tax benefit recognized for share-based compensation arrangements was $ i i 2,073 / , $ i i 3,014 / and $ i i 2,949 / for fiscal years 2021, 2020 and 2019, 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

Expected dividend yield

i —

Expected volatility

i 59

i 36

i 45

Range of risk-free interest rates

i 0.52

i 1.67

i 2.94% - i 3.00%

Range of expected option lives

i 6 years

i 6 to i 10 years

Dividends are not paid on the Company’s common stock. For grants during fiscal year ended 2021 and 2020, the expected volatility is based on the Company’s stock price volatility. For grants and modifications during fiscal years ended 2019, expected volatility is based on historical volatilities of comparable companies. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. 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.

i Stock option activity for the period September 30, 2018 to September 30, 2021 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, 2018

i 2,605

i 9.91

i 43,302

Granted

i 342

i 23.45

i 11.35

Exercised

( i 985)

i 8.62

i 16,453

Forfeited

( i 126)

i 12.64

Outstanding as of September 30, 2019

i 1,836

i 12.94

i 31,957

Granted

i 67

i 37.24

i 14.05

Exercised

( i 508)

i 8.55

i 14,548

Forfeited

( i 20)

i 19.13

Outstanding as of September 30, 2020

i 1,375

i 15.66

i 11,443

Granted

i 72

i 29.80

i 13.46

Exercised

( i 678)

i 12.30

i 33,075

Forfeited

i —

Outstanding as of September 30, 2021

i 769

i 19.95

i 51,441

i 5.64

Exercisable as of September 30, 2021

i 484

i 15.25

i 34,715

i 4.41

As of September 30, 2021, there was $ i 786 of total unrecognized compensation expense related to non-vested options granted expected to be recognized over a weighted-average period of approximately i 5.6 years. The total fair value of shares vested during fiscal years 2021, 2020 and 2019 was $ i 1,465, $ i 1,894 and $ i 3,038, respectively.

Cash received from stock option exercises for the fiscal years 2021, 2020 and 2019 was $ i 8,535, $ i 4,347 and $ i 7,374, respectively. The actual tax benefit for the tax deductions from stock option exercises totaled $ i 8,228, $ i 3,681 and $ i 4,031, respectively, for fiscal years 2021, 2020 and 2019. 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 i 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.

i Changes to the Company’s nonvested RSU awards for the year ended September 30, 2021 were as follows:

Shares
(in thousands)

Weighted-average grant-date fair value

Nonvested as of September 30, 2018

i 650

i 19.91

Granted

i 361

i 19.23

Vested

( i 195)

i 21.51

Forfeited

( i 142)

i 18.52

Nonvested as of September 30, 2019

i 674

i 19.37

Granted

i 166

i 37.24

Vested

( i 403)

i 19.43

Forfeited

( i 32)

i 22.29

Nonvested as of September 30, 2020

i 405

i 26.44

Granted

i 218

i 32.01

Vested

( i 229)

i 23.78

Forfeited

( i 10)

i 28.48

Nonvested as of September 30, 2021

i 384

i 30.30

As of September 30, 2021, there was $ i 5,589 of total unrecognized compensation expense related to non-vested RSUs granted, expected to be recognized over a weighted-average period of approximately i 1.40 years. The total fair value of RSUs vested during fiscal years 2021, 2020 and 2019 was $ i 8,897, $ i 14,513 and $ i 4,271, 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 i 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 i 30%. All PSUs cliff vest at the end of i 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 2021, 2020, and 2019, the closing stock price on the date of grant was $ i 29.80, $ i 37.24 and $ i 17.90, 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, 2021 were as follows:

Expected dividend yield

i —

Expected volatility

i 61

i 21% - i 53%

i 21% - i 74%

Risk free interest rates

i 0.21

i 1.59

i 2.84%

Expected life

i 3 years

Fair value

$ i 33.80

$ i 44.22

$ i 18.84

Dividends are not paid on the Company’s common stock. For grants during fiscal year ended 2021 and 2020, the expected volatility is based on the Company’s stock price volatility. For grants during fiscal year 2019, expected volatility is based on historical volatilities of comparable companies. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the 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, 2021 were as follows:

Shares
(in thousands)

Weighted-average grant-date fair value

Nonvested as of September 30, 2018

i 307

i 21.22

Granted

i 242

i 18.17

Forfeited

( i 94)

i 20.55

Nonvested as of September 30, 2019

i 455

i 21.11

Granted

i 115

i 40.43

Vested

( i 162)

i 25.21

Adjustment for achieved performance upon issuance

i 31

i 21.68

Forfeited

( i 14)

i 22.82

Nonvested as of September 30, 2020

i 425

i 25.15

Granted

i 156

i 31.67

Vested

( i 171)

i 21.55

Adjustment for achieved performance upon issuance

i 57

i 22.95

Forfeited

( i 14)

i 29.43

Nonvested as of September 30, 2021

i 453

i 28.07

As of September 30, 2021, there was $ i 4,316 of total unrecognized compensation expense related to non-vested PSUs granted, expected to be recognized over a weighted-average period of approximately i 1.1 years. There were i no PSUs vested during fiscal year 2019.

6. OTHER INCOME, NET

Other income, net consisted of the following:

Fiscal Year Ended

(in thousands)

Gain on purchase of business

( i 731)

i —

( i 7,384)

Undesignated foreign currency derivative instruments

i 2,201

i 1,269

( i 5,384)

Business interruption insurance recovery

( i 15,500)

i —

Foreign exchange loss (gain) on intercompany loans

( i 1,534)

( i 2,342)

i 2,975

Pension-related benefits

( i 2,368)

( i 1,704)

( i 1,606)

Other

( i 220)

i —

( i 79)

Other income, net

( i 18,152)

( i 2,777)

( i 11,478)

/ /

7. INCOME TAXES

Significant components of income before income taxes and income tax expense for the fiscal years ended September 30, 2021, September 30, 2020 and September 30, 2019 consisted of the following:

(in thousands)

Components of income before income taxes:

United States

i 770,350

i 201,784

i 170,780

Non-U.S

i 9,651

i 214

i 13,889

Income before income taxes

i 780,001

i 201,998

i 184,669

Income tax expense:

Current:

United States:

Federal

i 182,105

i 32,335

i 31,431

State

i 46,913

i 9,668

i 9,800

Non-U.S:

i 6,432

i 3,210

i 5,183

Current income tax expense

i 235,450

i 45,213

i 46,414

Deferred:

United States:

Federal

( i 35,442)

i 5,102

i 1,123

State

( i 7,281)

i 49

( i 340)

Non-U.S:

( i 583)

( i 668)

( i 1,579)

Deferred income (benefit) tax expense

( i 43,306)

i 4,483

( i 796)

Income tax expense

i 192,144

i 49,696

i 45,618

i Differences between the statutory federal income tax rate and effective income tax rate are summarized below:

(in thousands)

Statutory federal tax

i 21

Adjustments to reconcile to the effective income tax rate:

State income taxes

i 4

Stock-based compensation

( i 1)

( i 2)

( i 1)

Other

i 1

i 2

i 1

Effective income tax rate

i 25

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

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

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

Deferred income taxes result from temporary differences between the amount of assets and liabilities recognized for financial reporting and tax purposes. i The components of the net deferred income tax assets are as follows:

(in thousands)

Deferred tax assets:

Accrued liabilities and reserves

i 42,932

i 26,783

Tax loss and credit carryforwards

i 16,096

i 15,637

Postretirement benefits

i 2,057

i 11,751

Inventory

i 36,021

i 5,240

Lease obligations

i 10,616

i 9,966

Other

i 633

i 174

i 108,355

i 69,551

Deferred tax liabilities:

Property, plant and equipment

( i 21,784)

( i 17,648)

Intangible assets

( i 43,657)

( i 44,774)

Loss on investment

( i 5,102)

( i 5,153)

Right-of-use assets, net

( i 10,247)

( i 9,546)

Other

( i 3,095)

( i 4,065)

( i 83,885)

( i 81,186)

Net deferred tax liability before valuation allowance

i 24,470

( i 11,635)

Valuation allowance

( i i 11,523 / )

( i 10,203)

Net deferred tax liability

i 12,947

( i 21,838)

As of September 30, 2021, the Company has $ i 33,651 of state net operating loss carryforwards which expire beginning in 2021 through 2036. In certain non-U.S. jurisdictions, the Company has net operating loss carryforwards of $ i 55,022 which have an expiration period ranging from i 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 i three year cumulative loss positions, future reversal of temporary differences, and expectations of future losses. For fiscal 2021, the Company assessed the need for a valuation allowance against deferred tax assets in the Company’s China business based on recent taxable income and the expected future performance of the business. As a result, the Company has established a $ i 1,195 valuation allowance against the deferred tax assets of the China business.

As of September 30, 2021, and September 30, 2020, the Company had unrecognized tax benefits of $ i 3,333 and $ i 1,614 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, 2021 and September 30, 2020, the Company had accrued interest and penalties of $ i 260 and $ i 188, respectively, in the consolidated balance sheets.

i A reconciliation of the beginning and ending amount of unrecognized tax benefit, excluding interest and penalties, is as follows:


(in thousands)	For the period from September 30, 2018 to September 30, 2021
Balance as of September 30, 2018	$	i 1,364
Additions based on tax positions related to prior years	i 244
Settlements	( i 814)
Balance as of September 30, 2019	i 794
Additions based on tax positions related to prior years	i 925
Additions based on tax positions related to current year	i 122
Settlements	( i 227)
Balance as of September 30, 2020	i 1,614
Additions based on tax positions related to prior years	i 291
Additions based on tax positions related to current year	i 1,658
Settlements	( i 230)
Balance as of September 30, 2021	$	i 3,333

During fiscal 2021, the balance of unrecognized tax benefits increased by $ i 1,949 as a result of federal and various state jurisdictions' uncertain tax positions, partially offset by a decrease of $ i 230 as 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 $ i 72.

During fiscal 2020, the balance of unrecognized tax benefits increased by $ i 1,047 as a result of federal and various state jurisdictions’ uncertain tax positions, partially offset by a decrease of $ i 227 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 $ i 134.

During fiscal 2019, the balance of unrecognized tax benefits decreased by $ i 814 as of completing state tax audits and the expiration of the statute of limitations in various state jurisdictions, partially offset by an increase of $ i 244, primarily related to various state jurisdictions’ uncertain tax positions. The related accrued penalties and interest for uncertain tax positions decreased by $ i 25.

Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities. i The following tax years remain subject to examination by the major tax jurisdictions as follows:


Jurisdiction						Years Open to Audit
United States						2018, 2019, 2020 and 2021

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, 2021, the Company recorded no additional liability for United States or non-U.S. income taxes on the undistributed income of subsidiaries or for unrecognized deferred 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.

For the fiscal year ended September 30, 2020, the Company did not record income tax or non-income tax expense related to the remaining foreign earnings, and did not record any deferred tax liabilities for any basis differences in investments in subsidiaries as the earnings are expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that there will be no additional tax liability as a result of the distribution of the income.

As of September 30, 2021, certain subsidiaries had approximately $ i 74,813 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.

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

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.

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

Fiscal Year Ended

(in thousands, except per share data)

Numerator:

Net income

i 587,857

i 152,302

i 139,051

Less: Undistributed earnings allocated to participating securities

i 11,380

i 3,356

i 3,726

Net income available to common shareholders

i i 576,477 /

i i 148,946 /

i i 135,325 /

Denominator:

Basic weighted average common shares outstanding

i 46,569

i 47,265

i 46,577

Effect of dilutive securities: Non-participating employee stock options (1)

i 737

i 779

i 1,200

Diluted weighted average common shares outstanding

i 47,306

i 48,044

i 47,777

Basic earnings per share

i 12.38

i 3.15

i 2.91

Diluted earnings per share

i 12.19

i 3.10

i 2.83

(1) Stock options to purchase approximately i 0.0 million, i 0.3 million, and i 0.4 million shares of common stock were outstanding during the years ended September 30, 2021, September 30, 2020, and September 30, 2019, respectively, but were not included in the calculation of diluted earnings per share as the impact of these would have been anti-dilutive.

9. ACCUMULATED OTHER COMPREHENSIVE LOSS

i 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, 2019

( i 23,818)

( i 17,880)

( i 41,698)

Other comprehensive (loss) income before reclassifications

( i 7,604)

i 6,087

( i 1,517)

Amounts reclassified from accumulated other comprehensive loss

i 661

i —

i 661

Net current period other comprehensive (loss) income

( i 6,943)

i 6,087

( i 856)

Balance as of September 30, 2020

( i 30,761)

( i 11,793)

( i 42,554)

Other comprehensive income (loss) before reclassifications

i 10,453

i 2,385

i 12,838

Amounts reclassified from accumulated other comprehensive loss

i i 990 /

i —

i 990

Net current period other comprehensive income (loss)

i 11,443

i 2,385

i 13,828

Balance as of September 30, 2021

( i 19,318)

( i 9,408)

( i 28,726)

The following is a summary of the amounts reclassified from accumulated other comprehensive loss to net income:

Fiscal Year Ended

(in thousands)

Amortization of defined benefit pension items:

Amortization of net loss (included within other income, net)

i 1,327

i 888

i 101

Tax expense

( i 337)

( i 227)

( i 25)

Net reclassifications for the period

i i 990 /

i 661

i 76

/ /

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 i 81% and i 73% of the Company's inventories are valued at the lower of LIFO cost or market at September 30, 2021 and September 30, 2020, respectively.

(in thousands)

Purchased materials and manufactured parts, net

i 105,460

i 49,192

Work in process, net

i 35,043

i 24,113

Finished goods, net

i 145,486

i 125,790

Inventories, net

i 285,989

i 199,095

Total inventories would be $ i 108,911 higher and $ i 4,418 lower than reported as of September 30, 2021 and September 30, 2020, respectively, if the first-in, first-out method was used for all inventories. During the years ended September 30, 2021 and September 30, 2020, inventory quantities in specific pools were lower at the end of the period than the quantities at the beginning of the period. 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 $ i 6,592 and $ i 1,837.

As of September 30, 2021 and September 30, 2020, the excess and obsolete inventory reserve was $ i 11,780 and $ i 14,533, respectively.

11. PROPERTY, PLANT AND EQUIPMENT

As of September 30, 2021 and September 30, 2020, property, plant and equipment at cost and accumulated depreciation were as follows:


(in thousands)	September 30, 2021		September 30, 2020
Land	$	i 23,043	$	i 20,460
Buildings and related improvements	i 136,680		i 129,538
Machinery and equipment	i 372,503		i 332,260
Leasehold improvements	i 9,720		i 9,862
Software	i 28,288		i 27,028
Construction in progress	i 43,055		i 22,736
Property, plant and equipment, at cost	i 613,289		i 541,884
Accumulated depreciation	( i 337,667)		( i 297,993)
Property, plant and equipment, net	$	i 275,622	$	i 243,891

Depreciation expense for fiscal years ended September 30, 2021, September 30, 2020 and September 30, 2019 was $ i 44,913, $ i 42,208 and $ i 39,471, respectively.

12. GOODWILL AND INTANGIBLE ASSETS

Goodwill — i Changes in the carrying amount of goodwill are as follows:

Segment

(in thousands)

Electrical

Safety & Infrastructure

Total

Balance as of September 30, 2019

i 142,654

i 43,577

i 186,231

Exchange rate effects

i 2,008

i —

i 2,008

Balance as of September 30, 2020

i 144,662

i 43,577

i 188,239

Goodwill acquired during year

i 9,948

i —

i 9,948

Exchange rate effects

i 861

i —

i 861

Balance as of September 30, 2021

i 155,471

i 43,577

i 199,048

Goodwill balances include $ i i 3,924 / and $ i i 43,000 / of accumulated impairment losses within the Electrical and Safety & Infrastructure segments, respectively, as of September 30, 2021 and September 30, 2020.

Intangible Assets — i i The following table provides the gross carrying value, accumulated amortization, and net carrying value for each major class of intangible assets: /

(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

i 11

i 371,048

( i 234,946)

i 136,102

i 355,735

( i 202,677)

i 153,058

Other

i 8

i 23,633

( i 11,411)

i 12,222

i 19,086

( i 9,675)

i 9,411

Total

i 394,681

( i 246,357)

i 148,324

i 374,821

( i 212,352)

i 162,469

Indefinite-lived Intangible Assets:

Trade names

i 92,880

—

i 92,880

—

i 92,880

Total

i 487,561

( i 246,357)

i 241,204

i 467,701

( i 212,352)

i 255,349

Amortization expense for the fiscal years ended September 30, 2021, September 30, 2020 and September 30, 2019 was $ i 33,644, $ i 32,262 and $ i 32,876, respectively. i Expected amortization expense for intangible assets over the next five years and thereafter is as follows (in thousands):


2022	$	i 32,723
2023	i 32,684
2024	i 28,110
2025	i 15,623
2026	i 14,133
2027 and thereafter	i 25,051

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, 2021 and September 30, 2020 was as follows:


(in thousands)	September 30, 2021		September 30, 2020
First Lien Term Loan Facility due December 22, 2023	$	i —	$	i 811,540
New Senior Secured Term Loan Facility due May 26, 2028	i 371,095		i —
Senior Notes Due June 1, 2031	i 400,000		i —
ABL Credit Facility	i —		i —
Deferred financing costs	( i 12,709)		( i 7,804)



Long-term debt	$	i 758,386	$	i 803,736

During the three months ended September 30, 2020, the Company made a voluntary payment of principal on the First Lien Loan of $ i 40,000. During the three months ended December 25, 2020 and the three months ended September 30, 2021, the Company made voluntary prepayments of principal on the First Lien Loan of $ i 40,000 and the New Senior Secured Term Loan Facility of $ i 26,000, respectively. The voluntary prepayment on the New Senior Secured Term Loan Facility resulted in the removal of all principal payment requirements until the contractual maturity of the debt in fiscal 2028.

As of September 30, 2021, future contractual maturities of long-term debt are as follows (in thousands):


2022	$	i —
2023	i —
2024	i —
2025	i —
2026	i —
2027 and thereafter	$	i 773,000

New Senior Secured Term Loan Facility - On May 26, 2021, the Company entered into a new $ i 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 i 0.50%) plus i 2.00%, or (y) an alternate base rate (with a floor of i 1.50%) plus i 1.00%. The New Senior Secured Term Loan Facility has an annual amortization rate of i 1.00%.

Senior Notes - On May 26, 2021, the Company completed the issuance and sale of the $ i 400 million aggregate principal amount of i 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.

ABL Credit Facility — On August 28 2020, AII amended the ABL Credit Facility (the “Amended ABL Facility”). The amendment, among other things, extended the maturity of the facility to August 28, 2023, and increased the interest rate margins applicable to loans under the facility to (i) in the case of United States dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from i 1.75% to i 2.25%, or (y) an alternate base rate plus an applicable margin ranging from i 0.75% to i 1.25%, each based on available loan commitments or (ii) in the case of Canadian dollar-denominated loans, either (x) the BA rate plus an applicable margin ranging from i 1.75% to i 2.25% or (y) a Canadian prime rate plus an applicable margin ranging from i 0.75% to i 1.25%, each based on available loan commitments. The Amended ABL Credit Facility bears a commitment fee, payable quarterly in arrears, of i 0.375% per annum. The Amended ABL Credit Facility also bears customary letter of credit fees. The revisions to the ABL Credit Facility were accounted for as a debt extinguishment, resulting in immediate expensing of unamortized financing costs of $ i 273 for the year ended September 30, 2020.

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 i five years from entering into the amendment or i 91 days prior to the maturity date of the New Senior Secured Term Loan Facility if at least $ i 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 i 1.25% to i 1.75%, or (y) an alternate base rate plus an applicable margin ranging from i 0.25% to i 0.75% or (b) in the case of Canadian dollar-denominated loans, either (x) the bankers acceptance rate plus an applicable margin ranging from i 1.25% to i 1.75% or (y) a Canadian prime rate plus an applicable margin ranging from i 0.25% to i 0.75%. (iii) decreases the fee payable with respect to unutilized availability under the facility from i 0.375% to i 0.30%, depending on the remaining availability under the ABL Credit Facility the rate may decrease to i 0.25% and (iv) made certain other changes agreed with the lenders under the ABL Credit Facility.

The Amended ABL Credit Facility has aggregate commitments of $ i 325,000 and is guaranteed by AIH, the United States subsidiaries owned directly or indirectly by AII and certain other restricted subsidiaries of AII that AII causes to be a subsidiary guarantor from time to time including as of the closing date for the Amended ABL Credit Facility, Columbia-MBF, Inc., a corporation formed by amalgamation under the laws of Canada (“Columbia-MBF”). AII's availability under the ABL Credit Facility was $ i 315,499 and $ i 265,899 as of September 30, 2021 and September 30, 2020, respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of i 85% of eligible accounts receivable plus the lesser of (i) i 80% of eligible inventory of each borrower and guarantor, valued at the lower of cost and fair market value and (ii) i 85% of the net orderly liquidation value of eligible inventory, subject to certain limitations. There were i i no / borrowings outstanding under the ABL Credit Facility as of September 30, 2021 and September 30, 2020, respectively.

The New Senior Secured Term Loan Facility and the ABL Credit Facility are secured by all of the assets of AII and the guarantors under such facilities. The New Senior Secured Term Loan Facility has priority over all real property, plant and equipment, intellectual property and capital stock of AII and any guarantor and any documents or instruments evidencing the foregoing assets. The ABL Credit Facility has second priority over the foregoing assets. The ABL Credit Facility has first priority over cash and cash equivalents, accounts receivable, inventory and other documents and instruments evidencing the foregoing assets. The New Senior Secured Term Loan Facility has second priority over the foregoing assets.

The aforementioned debt instruments contain customary covenants typical for this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions and mergers and consolidations. Many of these covenants are only applicable when the Company has surpassed certain thresholds relating to its indebtedness. Additionally, these debt instruments include customary events of default, including, among other things, payment default, covenant default, payment defaults and accelerations under other indebtedness, judgment defaults and bankruptcy, insolvency or reorganization affecting the Company or certain of its subsidiaries.

Use of Proceeds - The proceeds from the Senior Notes and the New Senior Secured Term Loan Facility were used to repay the remaining principal of the existing First Lien Term Loan Facility of $ i 772.0 million and $ i 4.0 million of accrued interest. The Company accounted for the repayment of the First Lien Term Loan Facility as an extinguishment of debt and recorded a $ i 4.2 million loss on extinguishment of debt. The Company accounted for the amendment to the ABL Credit Facility as a modification of debt.

14. FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis.

The Company uses forward currency contracts to hedge the effects of foreign exchange relating to certain of the Company's intercompany receivables denominated in a foreign currency. These derivative instruments are not formally designated as hedges by the Company and the terms of these instruments range from i six months to i one year. Short-term forward currency contracts are recorded in prepaid expenses and other current assets or other current liabilities and long-term forward currency contracts are recorded in other long-term assets or other long-term liabilities in the consolidated balance sheets. The fair value gains and losses are included in other income, net within the consolidated statements of operations. See Note 6, “Other Income, net” for further detail.

The total notional amounts of undesignated forward currency contracts were £ i 37.4 million, £ i 43.3 million and £ i 45.0 million as of September 30, 2021, September 30, 2020 and September 30, 2019. 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, 2021 and September 30, 2020 in accordance with the fair value hierarchy:

(in thousands)

Level 1

Level 2

Level 3

Level 1

Level 2

Level 3

Assets

Cash equivalents

i 489,987

i —

i 209,421

i —

Forward currency contracts

i —

i 127

i —

i 2,209

i —

Liabilities

Forward currency contracts

i —

i 183

i —

i 102

i —

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:

(in thousands)

Carrying Value

Fair Value

Carrying Value

Fair Value

First Lien Term Loan Facility due December 22, 2023

i —

i 812,120

i 808,060

New Senior Secured Term Loan Facility due May 26, 2028

i 373,000

i 371,486

i —

Senior Notes due June 2031

i 400,000

i 415,828

i —

Total debt

i 773,000

i 787,314

i 812,120

i 808,060

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.

15. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of September 30, 2021, such obligations were $ i 247,166 for fiscal 2022, $ i 5,333 for fiscal 2023 and $ i 5,600 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.” During fiscal 2019, after a court judgment was issued in one case between the Company and Tyco regarding the indemnification of expenses, fees and settlement amounts relating to the incompatibility issue, the Company and Tyco entered into a global settlement regarding the issue. The Company agreed to fund the total settlement in exchange for Tyco's agreement to cap the Company’s Special Products Claim deductible at $ i 12,000, as opposed to the $ i 13,000 cap negotiated within the original indemnity agreement. In conjunction with the payment of that settlement, Tyco and the Company examined the Company’s total Special Products Claim payments and agreed that with that settlement payment and payment of a few other legal fee invoices, all of which have now been paid, the Company had met its $ i 12,000 deductible obligation related to these Special Products Claims. Tyco, now Johnson Controls, Inc. (“JCI”), has a contractual obligation to indemnify the Company in respect of all remaining and future claims of incompatibility between the Company's antimicrobial coated steel sprinkler pipe and CPVC pipe used in the same sprinkler system. JCI is currently defending the Company in a few such Special Product Claims and since 2019 has defended and indemnified the Company on Special Products Claims as required.

As of September 30, 2021, the Company believes that the range of reasonably possible losses for Special Products Claims and other product liabilities is between $ i 1,000 and $ i 8,000.

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.

During the year ended September 30, 2020, one of the Company’s manufacturing facilities experienced a flood which resulted in damages to certain property, plant and equipment. This facility is covered under the Company’s property and casualty loss and business interruption insurance policies. During the year ended September 30, 2021, the Company settled the related insurance claim and received $ i 15,500 of business interruption recovery proceeds related to this incident. The amount was recorded as other income within the consolidated statements of operations for the year ended September 30, 2021.

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.

16. GUARANTEES

The Company has outstanding letters of credit totaling $ i 9,501 supporting 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 $ i 1,857 as of September 30, 2021.

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

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

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. i 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.

Fiscal year ended

(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

i 2,229,862

i 3,437

i 873,868

i 1,267,988

i 2,559

i 292,809

i 1,389,056

i 1,271

i 285,217

Safety & Infrastructure

i 698,152

i 168

i 81,827

i 497,433

i 90

i 67,821

i 527,482

i 29

i 77,407

Eliminations

—

( i 3,605)

—

( i 2,649)

—

( i 1,300)

Consolidated operations

i 2,928,014

—

i 1,765,421

—

i 1,916,538

—

Capital Expenditures

Total Assets

(in thousands)

Electrical

i 34,995

i 16,067

i 19,394

i 1,122,835

i 794,931

i 828,119

Safety & Infrastructure

i 22,407

i 15,470

i 14,396

i 482,942

i 255,903

i 296,369

Unallocated

i 7,072

i 2,233

i 1,070

i 604,322

i 507,691

i 312,507

Consolidated operations

i 64,474

i 33,770

i 34,860

i 2,210,099

i 1,558,525

i 1,436,995

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

Fiscal Year Ended

(in thousands)

Operating segment Adjusted EBITDA

Electrical

i 873,868

i 292,809

i 285,217

Safety & Infrastructure

i 81,827

i 67,821

i 77,407

Total

i 955,695

i 360,630

i 362,624

Unallocated expenses (a)

( i 58,148)

( i 33,995)

( i 38,216)

Depreciation and amortization

( i 78,557)

( i 74,470)

( i 72,347)

Interest expense, net

( i 32,899)

( i 40,062)

( i 50,473)

Loss on extinguishment of debt

( i 4,202)

( i 273)

i —

Stock-based compensation

( i 17,047)

( i 13,064)

( i 11,798)

Gain on purchase of business

i 731

i —

i 7,384

Other (b)

i 14,428

i 3,232

( i 12,505)

Income before income taxes

i 780,001

i 201,998

i 184,669

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

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

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

Long-lived assets

Net sales

(in thousands)

United States

i 258,069

i 203,694

i 219,614

i 2,637,118

i 1,563,258

i 1,689,194

Other Americas

i 6,180

i 146

i 147

i 53,151

i 26,421

i 33,485

Europe

i 45,917

i 41,283

i 43,207

i 183,985

i 132,299

i 142,279

Asia-Pacific

i 6,569

i 1,759

i 1,998

i 53,760

i 43,443

i 51,580

Total

i 316,735

i 246,882

i 264,966

i 2,928,014

i 1,765,421

i 1,916,538

i 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)

Metal Electrical Conduit and Fittings

i 612,137

i 484,476

i 546,533

Plastic Pipe and Conduit

i 893,199

i 308,561

i 292,243

Electrical Cable and Flexible Conduit

i 424,411

i 322,888

i 382,464

Other Electrical products

i 300,115

i 152,063

i 167,816

Electrical

i 2,229,862

i 1,267,988

i 1,389,056

Mechanical Pipe

i 395,289

i 244,902

i 259,613

Other Safety & Infrastructure products

i 302,863

i 252,531

i 267,869

Safety & Infrastructure

i 698,152

i 497,433

i 527,482

Net sales

i 2,928,014

i 1,765,421

i 1,916,538

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, 2021, CED National represented i 11% of the Company’s accounts receivable, with no significant amounts past due. As of September 30, 2020, one customer, Sonepar Management US, Inc., represented i 11% of the Company’s accounts receivable balance due to increased sales in the last i 60 days of the year. For fiscal 2021, 2020 and 2019, no single customer accounted for more than 10% of sales.

Concentration of Employees — As of September 30, 2021, approximately i 21% 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. On July 14, 2020, the Company and the United Steelworkers Union, representing approximately i 350 employees, reached agreement on the terms of a new collective bargaining agreement for our largest facility in Harvey, Illinois, which expires in April 2024. The Company believes its relationship with its employees is good.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our President and CEO, William E. Waltz, and our Vice President and CFO, David P. Johnson, have evaluated our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K as required by Rule 13a-15(b) and Rule 15d-15(b) under the Exchange Act. Messrs. Waltz and Johnson have concluded that both the design and operation of our disclosure controls and procedures were effective as of September 30, 2021.

Changes in Internal Control over Financial Reporting

No changes in the Company’s internal control over financial reporting, as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act, occurred during the fourth quarter of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management assessed, under the supervision and with the participation of our President and CEO, William E. Waltz, and our Vice President and CFO, David P. Johnson, the effectiveness of the Company’s internal control over financial reporting as of September 30, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on this assessment, management concluded that, as of September 30, 2021, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on the Company’s internal control over financial reporting for fiscal 2021.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Atkore Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Atkore Inc. (formerly Atkore International Group Inc.) and subsidiaries (the “Company”) as of September 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended September 30, 2021, of the Company and our report dated November 18, 2021, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Chicago, Illinois

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item for Atkore will be set forth in Atkore’s Proxy Statement for the 2021 Annual Meeting of Stockholders, which information is hereby incorporated by reference. Atkore has omitted the information required by this Item pursuant to General Instruction G to the Form 10-K.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a). Financial Statements, Schedules and Exhibits.

1. Financial Statements


Report of Independent Registered Public Accounting Firm contained in Item 8 of this Annual Report on Form 10-K.						49
Consolidated Statements of Operations for the years ended September 30, 2021, September 30, 2020, and September 30, 2019 contained in Item 8 of this Annual Report on Form 10-K.						51
Consolidated Statements of Comprehensive Income for the years ended September 30, 2021, September 30, 2020, and September 30, 2019 contained in Item 8 of this Annual Report on Form 10-K.						52
Consolidated Balance Sheets for the years ended September 30, 2021, and September 30, 2020 contained in Item 8 of this Annual Report on Form 10-K.						53
Consolidated Statements of Cash Flows for the years ended September 30, 2021, September 30, 2020, and September 30, 2019 contained in Item 8 of this Annual Report on Form 10-K.						54
Consolidated Statements of Shareholders’ Equity for the three year period ended September 30, 2021 contained in Item 8 of this Annual Report on Form 10-K.						56
Notes to the Consolidated Financial Statements contained in Item 8 of this Annual Report on Form 10-K.						57

2. Financial Statements Schedules

The following information is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the financial statements contained in Item 8 of this Annual Report on Form 10-K:


Schedule I-Atkore Inc. (Parent) Condensed Financial Information						97
Schedule II-Valuation and Qualifying Accounts						101


3. Exhibits						93

The exhibits filed with this report are listed on the Exhibit Index. Entries marked by the symbol † next to the exhibit's number identify management compensatory plans, contracts or arrangements.

Item 16. Form 10-K Summary

None.

Exhibit Index


Exhibit Number						Exhibit Description
3.1						Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019.

3.1.1						Certificate of Amendment of Third Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 3.1 to Atkore Inc.’s Current Report on Form 8-K filed February 12, 2021.

3.2						Third Amended and Restated By-Laws of Atkore International Group Inc., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2019.

4.1						Form of Common Stock Certificate of Atkore International Group Inc., incorporated by reference to Exhibit 4.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

4.2						Description of Capital Stock of Atkore International Group Inc., incorporated by reference to Exhibit 4.2 to Atkore International Group Inc.’s Amendment No. 1 on Form 10-K/A, filed on February 4, 2020, to amend Atkore International Group Inc.’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019, initially filed on November 22, 2019.
4.3						Indenture, dated as of May 26, 2021, by and among Atkore Inc., the subsidiary guarantors and the Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021.

10.1						Amended and Restated Credit Agreement, dated as of August 28, 2020, among Atkore International, Inc., the subsidiary borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on September 1, 2020.

10.1.1						Amendment Number One to Credit Agreement, dated as of May 26, 2021, among Atkore International Inc., the subsidiaries of Atkore International Inc., the lenders and other financial institutions party thereto and Wells Fargo Bank, National Association, as swingline lender, issuing lender, administrative agent and collateral agent thereunder, incorporated by reference to Exhibit 10.2 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021.
10.2*						Second Amended and Restated Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings Inc., Atkore International, Inc. and certain of its subsidiaries from time to time party thereto, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent.

10.3*						Amended and Restated Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-MBF Inc. and certain Atkore International, Inc. subsidiaries, in favor of Wells Fargo Bank, National Association, as collateral agent and administrative agent.

10.4						Term Loan Credit Agreement, dated as of May 26, 2021, by and among Atkore Inc., as parent, Atkore International Inc., as borrower, the several lenders party thereto and JPMorgan Chase Bank, N.A, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Atkore Inc.’s Current Report on Form 8-K filed on June 2, 2021.

10.5*						Intercreditor Agreement, dated as of May 26, 2021, by and between Wells Fargo Bank, National Association, in its capacity as collateral agent for the ABL secured parties and JPMorgan Chase Bank, N.A., in its capacity as collateral agent for the Term Loan secured parties, together with additional parties from time to time party thereto.

10.6*						Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Atkore Inc., Atkore International Holdings Inc., Atkore International, Inc. and certain subsidiaries of Atkore Inc. from time to time party thereto, in favor of JPMorgan Chase Bank, N.A., as collateral agent and administrative agent.


10.7*						Canadian Guarantee and Collateral Agreement, dated as of May 26, 2021, made by Columbia-MBF Inc. and certain subsidiaries of Atkore Inc., in favor of JPMorgan Chase Bank, N.A., as collateral agent and administrative agent.

10.8†						Severance Policy, dated May 9, 2012, incorporated by reference to Exhibit 10.21 to AIH’s Annual Report on Form 10-K for the year ended September 23, 2012.

10.9†						Atkore International Group Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.15 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.

10.10†						Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.16 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.

10.11†						Form of Employee Stock Subscription Agreement (Purchased Shares), incorporated by reference to Exhibit 10.17 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.

10.12†						Form of Director Indemnification Agreement, incorporated by reference to Exhibit 10.25 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

10.12.1†*						Schedule of Signatories to a Director Indemnification Agreement.

10.13†						Atkore International Group Inc. Annual Incentive Plan, incorporated by reference to Exhibit 10.26 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

10.14†						Atkore International Group Inc. 2020 Omnibus Incentive Plan, incorporated by reference to Annex A to Atkore International Group Inc.’s Definitive Proxy Statement on Schedule 14A filed on December 13, 2019.

10.14.1†*						Form of Employee Restricted Stock Unit Agreement under the 2020 Omnibus Incentive Plan.

10.14.2†*						Employee Performance Share Agreement under the 2020 Omnibus Incentive Plan.

10.15†*						Non-Employee Director Compensation Program of Atkore Inc.

10.16†						Form of Director Restricted Stock Unit Agreement under the 2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.30 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

10.17†						Form of Employee Stock Option Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.3 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended.

10.18†						Form of Employee Restricted Stock Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.4 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended.

10.19†						Form of Employee Performance Share Agreement under the Omnibus Incentive Plan, incorporated by reference to Exhibit 10.5 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2016, as amended.

10.20†						Severance and Retention Policy for Senior Management, effective July 10, 2017, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017.

10.21						Letter Agreement, dated May 4, 2018, by and among William Waltz, Atkore International Inc. and Atkore International Group Inc., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed on August 7, 2018.

10.22†						Atkore International Group Inc. 2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.27 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

10.22.1†						Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.


10.22.2†						Form of Employee Restricted Stock Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.

10.22.3†*						Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan.

21.1*						List of Subsidiaries of Atkore Inc. as of September 30, 2021.

23.1*						Consent of Deloitte & Touche LLP.

31.1*						Certification of Chief Executive Officer of Atkore Inc. pursuant to Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*						Certification of Chief Financial Officer of Atkore Inc. pursuant to Rule 13a-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*						Certification of Chief Executive Officer of Atkore Inc. pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*						Certification of Chief Financial Officer of Atkore Inc. pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*						XBRL Instance Document (formatted as inline XBRL)

101.SCH*						XBRL Taxonomy Extension Schema (formatted as inline XBRL)

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase

101.DEF*						XBRL Taxonomy Extension Definition Linkbase

101.LAB*						XBRL Taxonomy Extension Label Linkbase

101.PRE*						XBRL Extension Presentation Linkbase

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

† Identifies each management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			ATKORE INC.
			(Registrant)
Date:	November 18, 2021	By:	/s/ *David P. Johnson*
			Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:

By:

/s/ Michael V. Schrock

Name:

Michael V. Schrock

Title:

Director and Chairman of the Board

Date:

By:

/s/ William E. Waltz

Name:

William E. Waltz

Title:

President and Chief Executive Officer, Director (Principal Executive Officer)

Date:

By:

/s/ David P. Johnson

Name:

David P. Johnson

Title:

Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date:

By:

/s/ Betty R. Johnson

Name:

Betty R. Johnson

Title:

Director

Date:

By:

/s/ Jeri L. Isbell

Name:

Jeri L. Isbell

Title:

Director

Date:

By:

/s/ Wilbert W. James Jr.

Name:

Wilbert W. James Jr.

Title:

Director

Date:

By:

/s/ Justin A. Kershaw

Name:

Justin A. Kershaw

Title:

Director

Date:

By:

/s/ Scott H. Muse

Name:

Scott H. Muse

Title:

Director

Date:

By:

/s/ William VanArsdale

Name:

William VanArsdale

Title:

Director

Date:

By:

/s/ A. Mark Zeffiro

Name:

A. Mark Zeffiro

Title:

Director

SCHEDULE I

ATKORE INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)

Assets

Investment in subsidiary

i 864,736

i 378,410

Total Assets

i 864,736

i 378,410

Liabilities and Equity

Total Liabilities

i —

Equity:

Common stock, $ i i 0.01 / par value, i i 1,000,000,000 / shares authorized, i i 45,997,159 / and i i 47,407,023 / shares issued and outstanding, respectively

i 461

i 475

Treasury stock, held at cost, i 260,900 and i 260,900 shares, respectively

( i 2,580)

Additional paid-in capital

i 506,921

i 487,223

Retained earnings

i 388,660

( i 64,154)

Accumulated other comprehensive loss

( i 28,726)

( i 42,554)

Total Equity

i 864,736

i 378,410

Total Liabilities and Equity

i 864,736

i 378,410

See Notes to Condensed Financial Information

SCHEDULE I

ATKORE INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED STATEMENTS OF OPERATIONS

Fiscal Year Ended

(in thousands)

Equity in net income of subsidiary

i 587,857

i 152,302

i 139,051

Net income

i 587,857

i 152,302

i 139,051

Other comprehensive (loss) income of subsidiary, net of tax

i 13,828

( i 856)

( i 22,927)

Comprehensive income

i 601,685

i 151,446

i 116,124

See Notes to Condensed Financial Information

SCHEDULE I

ATKORE INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED STATEMENTS OF CASH FLOWS

For the Year Ended

(in thousands)