atkr-20221118
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2022
atkr-20221118_g1.gif
Atkore Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3779390-0631463
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
16100 South Lathrop Avenue, Harvey, Illinois 60426
(Address of principal executive offices) (Zip Code)

(708) 339-1610
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, $.01 par value per shareATKRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    
Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 2.02. Results of Operations and Financial Condition.*
    On November 18, 2022, Atkore Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for the fourth fiscal quarter and year ended September 30, 2022. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.*
    The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on November 18, 2022 and may be used by Atkore in various other presentations to investors.
Item 9.01. Financial Statements and Exhibits.*
Exhibit No.     
Description of Exhibit
99.1 
99.2 
104Inline XBRL for the cover page of this Current Report on Form 8-K
*
In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATKORE INTERNATIONAL GROUP INC.



By: /s/ Daniel S. Kelly        
Daniel S. Kelly
Vice President, General Counsel and Secretary

Date: November 18, 2022




atkorelogo1.jpg
Exhibit 99.1
    
Atkore Inc. Announces Fourth Quarter 2022 Results

Fourth-Quarter Highlights
Net income per diluted share increased to $5.18 from $4.26 in prior year period; Adjusted net income per diluted share increased to $5.52 from $4.39 in prior year period
Net income increased by $18.2 million versus prior year period to $220.8 million; Adjusted EBITDA increased by $32.2 million versus prior year period to $325.1 million

Fiscal 2022 Highlights
Record full year net sales and net income
Net income per diluted share increased to $20.30 from $12.19 in prior year; Adjusted net income per diluted share increased to $21.55 from $12.98 in prior year
Net income increased by $325.6 million versus prior year to $913.4 million; Adjusted EBITDA increased to $1,341.8 million from $897.5 million in prior year
Net cash provided by operating activities of $786.8 million; Free Cash Flow of $651.1 million

Additional Highlights
The Board of Directors increased the size of the current share repurchase authorization from $800 million to $1,300 million, and extended the duration through November 30, 2025.
Full-year 2023 Net sales expected to be flat to down approximately 10 percent compared to fiscal year 2022
Full-year 2023 Adjusted EBITDA outlook of $850 - $950 million; Full-year Adjusted net income per diluted share outlook of $13.10 - $14.90
Introduced long-term Full-Year Adjusted net income per diluted share goal of greater than $18.00 in fiscal year 2025

HARVEY, IL. — November 18, 2022 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2022 full year and fourth quarter ended September 30, 2022 (“fourth quarter”).

“Atkore delivered record results for fiscal 2022, as we continue to successfully execute on our strategic initiatives to expand our portfolio and deliver differentiated value to our customers,” said Bill Waltz, Atkore President and Chief Executive Officer. “Our performance was driven by the resilience of our business model, and our ability to drive value from our acquisitions. During fiscal 2022, we deployed over $950 million in capital towards investments in our operations, six acquisitions and $500 million in share repurchases. Our fiscal 2022 performance builds on the journey we’ve taken over the years to transform our business and create a stronger platform for long-term success.”

Waltz continued, “Looking forward, we are confident that we can continue to leverage our diversified approach and broad portfolio of leading solutions to win in the marketplace. As anticipated, the strong pricing environment experienced in recent years is expected to normalize in fiscal 2023, which will impact our top- and bottom-line performance through the year. However, we expect to continue to generate strong cash flow, and our capital allocation strategy remains focused on investing in both organic and inorganic opportunities while still returning capital to shareholders. We have significant financial flexibility, a proven strategy and the discipline to capitalize on favorable megatrends, in order to capture the opportunities ahead and deliver value for all of our stakeholders over the long-term.”











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Exhibit 99.1
    
2022 Fourth Quarter Results

Three Months Ended
(in thousands)September 30, 2022September 30, 2021ChangeChange %
Net sales
Electrical$795,220 $697,492 $97,728 14.0 %
Safety & Infrastructure233,884 227,361 6,523 2.9 %
Eliminations(118)(1,122)1,004 (89.5)%
Consolidated operations$1,028,986 $923,731 $105,255 11.4 %
Net income$220,802 $202,561 $18,241 9.0 %
Adjusted EBITDA
Electrical$308,783 $283,945 $24,838 8.7 %
Safety & Infrastructure36,371 29,015 7,356 25.4 %
Unallocated(20,067)(20,029)(38)0.2 %
Consolidated operations$325,085 $292,931 $32,154 11.0 %

Net sales for the fourth quarter of 2022 increased to $1,029.0 million, an increase of 11.4% compared to $923.7 million for the prior-year period, primarily due to higher average selling prices of $45.4 million and higher sales volume of $8.4 million within both the Electrical and Safety & Infrastructure segments. Additionally, entities acquired during fiscal 2021 and 2022, contributed to the increase in net sales by $57.3 million.

Gross profit increased by $57.2 million to $414.5 million for the fourth quarter of 2022, as compared to $357.3 million for the prior-year period. Gross margins increased from 38.7% in the prior year period to 40.3% in the fourth quarter fiscal 2022 due to higher average selling prices of $45.4 million and lower input costs of steel, copper and resin of $9.2 million.

Selling, general and administrative expenses increased $24.3 million or 29.3%, to $107.0 million for the fourth quarter of 2022, as compared to $82.8 million for the prior-year period. The increase was primarily driven by increased general spending on business improvement initiatives of $11.6 million, recent acquisitions in fiscal 2021 and 2022 of $4.8 million, and higher sales commission and variable compensation expense of $2.6 million. The remaining increase of $5.3 million is spread across a variety of other spend categories.

Net income increased $18.2 million to $220.8 million for the fourth quarter of 2022, as compared to $202.6 million for the prior-year period, due to higher operating income of $30.9 million. Adjusted net income increased $26.5 million to $231.6 million compared to $205.1 million for the prior-year period.

Adjusted EBITDA increased $32.2 million, or 11.0%, to $325.1 million for the fourth quarter of 2022, as compared to $292.9 million for the prior-year period. Net income margin decreased from 21.9% in the prior-year period to 21.5% and Adjusted EBITDA Margin decreased 10 basis points from 31.7% to 31.6%.

Net income per diluted share was $5.18 for the fourth quarter of 2022, an increase of $0.92 from the prior-year period. Adjusted net income per diluted share was $5.52 per share for the fourth quarter of 2022 compared to $4.39 for the prior-year period.





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Exhibit 99.1
    

Segment Results
Electrical

Electrical net sales increased $97.7 million, or 14.0%, to $795.2 million for the fourth quarter of 2022, as compared to $697.5 million for the prior-year period. The increase in net sales is primarily attributed to increased average selling prices of $59.3 million which were mostly driven by the plastic pipe and conduit category, increased sales from companies acquired in fiscal 2021 and 2022 of $51.3 million, partially offset by decreased volume of $3.5 million. Pricing for PVC products, as well as other products, has begun to decline from historic highs.

Adjusted EBITDA increased $24.8 million, or 8.7%, to $308.8 million for the fourth quarter of 2022, as compared to $283.9 million for the prior-year period, and Adjusted EBITDA Margin decreased from 40.7% to 38.8%. The increase in Adjusted EBITDA was largely due to increased average selling prices and Adjusted EBITDA margins decreased primarily as a result of volume declines in the fourth quarter.

Safety & Infrastructure

Safety & Infrastructure net sales increased $6.5 million, or 2.9%, to $233.9 million for the fourth quarter of 2022, as compared to $227.4 million for the prior-year period. The increase is attributed to higher volumes of $11.8 million and increases from companies acquired in fiscal 2022 of $6.0 million partially offset by decreases in average selling prices of $13.9 million.

Adjusted EBITDA increased $7.4 million, or 25.4%, to $36.4 million for the fourth quarter 2022, as compared to $29.0 million for the prior-year period. Adjusted EBITDA Margin increased to 15.6% from 12.8%. The Adjusted EBITDA increase was primarily driven by the increase higher volume, while lag in pricing created an upward benefit on EBITDA margins.

Fiscal 2022 Full-Year Results
Net sales for fiscal 2022 increased $985.9 million to $3,913.9 million, an increase of 33.7%, compared to $2,928.0 million for fiscal 2021. The increase in net sales is primarily attributed to increased average selling prices of $996.2 million which were mostly driven by the plastic pipe and conduit category within the Electrical segment and increased net sales of $96.4 million from companies acquired during fiscal 2021 and 2022. These increases are offset by decreased sales volume of $94.8 million across varying product categories within both the Electrical and the Safety & Infrastructure segments. Pricing for PVC products, as well as other products, has begun to decline from historic highs.

Gross profit for fiscal 2022 increased $514.4 million to $1,640.0 million, an increase of 45.7%, compared to $1,125.6 million for fiscal 2021. Gross margin increased to 41.9% in fiscal 2022 compared to 38.4% in fiscal 2021 due to higher average selling prices of $996.2 million, partially offset by higher input costs of steel, copper and PVC resin of $405.5 million.

Selling, general and administrative expenses increased $77.0 million, or 26.3%, to $370.0 million for fiscal 2022 compared to $293.0 million for fiscal 2021. The increase was primarily due to higher sales commission expense of $21.1 million, increased general spending on business improvement initiatives of $29.8 million, higher variable compensation of $6.5 million, transaction costs of $2.6 million, and recent acquisitions in fiscal 2021 and 2022 of $7.4 million. The remaining increase of $9.6 is spread across a variety of other spend categories.

Net income increased $325.6 million to $913.4 million for fiscal 2022, as compared to $587.9 million for fiscal 2021. Adjusted net income increased $340.1 million to $954.1 million for fiscal 2022 compared to $614.0 million for fiscal 2021. The increase in both net income and adjusted net income was primarily driven by higher operating income of $434.9 million.

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Exhibit 99.1
    
Adjusted EBITDA increased $444.3 million or 49.5%, to $1,341.8 million for fiscal 2022, as compared to $897.5 million for fiscal 2021. The increase was primarily due higher operating income.

Net income per diluted share on a GAAP basis was $20.30 for fiscal 2022, an increase of $8.11 from fiscal 2021. Adjusted net income per diluted share was $21.55 for fiscal 2022 compared to $12.98 for fiscal 2021.

Liquidity & Capital Resources

During fiscal 2022, operating activities provided $786.8 million of cash, compared to $572.9 million during fiscal year 2021. Free cash flow increased to $651.1 million for fiscal 2022 from $508.4 million in fiscal year 2021. The increase in cash provided by operating activities and free cash flow was primarily due to operating income.

During the year ended September 30, 2022, the Company deployed $307.8 million on the acquisition of six companies with an additional $12.6 million to be paid in the future, repurchased $500.2 million in outstanding shares and had capital expenditures of $135.8 million. The total debt leverage ratio decreased to 0.6 as of September 30, 2022 from 0.8 as of September 30, 2021.

Outlook and Targets1

Fiscal 2023 First Quarter - The Company expects the first quarter of fiscal 2023 Adjusted EBITDA to be in the range of $240 - $260 million and Adjusted net income per diluted share to be in the range of $3.85 - $4.20.

Fiscal 2023 Full Year - The Company expects fiscal year 2023 Adjusted EBITDA to be in the range of $850-$950 million and Adjusted net income per diluted share to be in the range of $13.10 - $14.90.

Fiscal 2025 Full Year Goal - The Company is providing a long-term fiscal 2025 Adjusted net income per diluted share target of greater than $18.00.

The Company notes that the outlook and target information provided may vary due to changes in assumptions or market conditions and other factors described under “Forward-Looking Statements.”

Conference Call Information

Atkore management will host a conference call today, November 18, 2022, at 8 a.m. Eastern time, to discuss the Company’s financial results, provide a business update and long-term financial targets. The conference call may be accessed by dialing (888) 330-2446 (domestic) or (240) 789-2732 (international). The call will be available for replay until December 2, 2022. The replay can be accessed by dialing (800) 770-2030, or for international callers, (647) 362-9199. The passcode for the live call and the replay is 5592214.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at http://investors.atkore.com. The online replay will be available on the same website immediately following the call.
To learn more about the Company please visit the company's website at http://investors.atkore.com.


1 Reconciliations of the forward-looking full-year and fiscal first quarter outlook and target for Adjusted EBITDA and Adjusted net income per diluted share are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations.
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atkorelogo1.jpg
Exhibit 99.1
    
About Atkore Inc.

Atkore is forging a future where our employees, customers, suppliers, shareholders and communities are building better together – a future focused on serving the customer and powering and protecting the world. With a network of manufacturing and distribution facilities worldwide, Atkore is a leading provider of electrical, safety and infrastructure solutions. To learn more, please visit www.atkore.com.

Media Contact:
Lisa Winter
Vice President - Communications
708-225-2453
[email protected]
Investor Contact:
John Deitzer
Vice President - Treasury and Investor Relations
708-225-2124
[email protected]

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements relating to financial outlook. Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms. Forward-looking statements include, without limitation, all matters that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

A number of important factors, including, without limitation, the risks and uncertainties discussed or referenced under the caption “Risk Factors” in our Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on November 18, 2022 could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate; weakness or another downturn in the United States non-residential construction industry; widespread outbreak of diseases, such as the novel coronavirus (COVID-19) pandemic; changes in prices of raw materials; pricing pressure, reduced profitability, or loss of market share due to intense competition; availability and cost of third-party freight carriers and energy; high levels of imports of products similar to those manufactured by us; changes in federal, state, local and international governmental regulations and trade policies; adverse weather conditions; increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws; reduced spending by, deterioration in the financial condition of, or other adverse developments, including inability or unwillingness to pay our invoices on time, with respect to one or more of our top customers; increases in our working capital
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atkorelogo1.jpg
Exhibit 99.1
    
needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products; work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons; changes in our financial obligations relating to pension plans that we maintain in the United States; reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers; loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate; security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information; possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand and changes in our business and valuation assumptions; safety and labor risks associated with the manufacture and in the testing of our products; product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings; our ability to protect our intellectual property and other material proprietary rights; risks inherent in doing business internationally; changes in foreign laws and legal systems, including as a result of Brexit; our inability to introduce new products effectively or implement our innovation strategies; our inability to continue importing raw materials, component parts and/or finished goods; the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increase in complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to "conflict minerals"; disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; restrictions contained in our debt agreements; failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt; challenges attracting and retaining key personnel or high-quality employees; future changes to tax legislation; failure to generate sufficient cash flow from operations or to raise sufficient funds in the capital markets to satisfy existing obligations and support the development of our business; and other factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information

This press release includes certain financial information, not prepared in accordance with GAAP. Because not all companies calculate non-GAAP financial information identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Further, these measures should not be considered substitutes for the performance measures derived in accordance with GAAP. See non-GAAP reconciliations below in this press release for a reconciliation of these measures to the most directly comparable GAAP financial measures.

Adjusted EBITDA and Adjusted EBITDA Margin

We use Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business, in the preparation of our annual operating budgets and as indicators of business performance and profitability. We believe Adjusted EBITDA and Adjusted EBITDA Margin allow us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance.

We define Adjusted EBITDA as net income (loss), adjusted to exclude income tax expense, depreciation and amortization, interest expense, net, loss on extinguishment of debt, restructuring charges, impairment charges, stock-based compensation, certain legal matters, transaction costs, gain on purchase of a business, gain on sale of a business and other items, such as inventory reserves and
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atkorelogo1.jpg
Exhibit 99.1
    
adjustments, loss on disposal of property, plant and equipment, insurance recovery related to damages of property, plant and equipment, release of indemnified uncertain tax positions, and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives. We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Net sales.

We believe Adjusted EBITDA and Adjusted EBITDA Margin, when presented in conjunction with comparable GAAP measures, are useful for investors because management uses Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business.

Adjusted Net Income and Adjusted Net Income per Share

We use Adjusted net income and Adjusted net income per share in evaluating the performance of our business and profitability. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company's results that, when reconciled to the corresponding GAAP measure provide an indication of performance and profitability excluding the impact of unusual and or non-cash items. We define Adjusted net income as net income before loss on extinguishment of debt, stock-based compensation, intangible asset amortization, gain on purchase of a business, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax. We define Adjusted net income per share as basic and diluted net income per share excluding the per share impact of gain (loss) on extinguishment of debt, stock-based compensation, intangible asset amortization, gain on sale of a business, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.

Net Debt Leverage Ratio - Net debt/Adjusted EBITDA

We define net debt leverage ratio as the ratio of net debt (total debt less cash and cash equivalents) to Adjusted EBITDA on a trailing twelve-month basis. We believe the leverage ratio is useful to investors as an alternative liquidity measure.

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.

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ATKORE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months EndedFiscal Year Ended
(in thousands, except per share data)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net sales$1,028,986 $923,731 $3,913,949 $2,928,014 
Cost of sales614,508 566,431 2,273,924 1,802,401 
Gross profit414,478 357,300 1,640,025 1,125,613 
Gross Margin40.3 %38.7 %41.9 %38.4 %
Selling, general and administrative107,023 82,769 370,044 293,019 
Intangible asset amortization10,622 8,581 36,176 33,644 
Operating income296,833 265,950 1,233,805 798,950 
Interest expense, net9,000 8,139 30,676 32,899 
Loss on extinguishment of debt— — — 4,202 
Other expense (income), net
474 (9,972)(490)(18,152)
Income before income taxes287,359 267,783 1,203,620 780,001 
Income tax expense66,557 65,222 290,186 192,144 
Net income$220,802 $202,561 $913,434 $587,857 
Net income per share
Basic$5.24 $4.32 $20.56 $12.38 
Diluted$5.18 $4.26 $20.30 $12.19 

8


ATKORE INC.
CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)September 30, 2022September 30, 2021
Assets
Current Assets:
Cash and cash equivalents$388,751 $576,289 
Accounts receivable, less allowance for current and expected credit losses of $2,544 and $2,510, respectively528,904 524,926 
Inventories, net454,511 285,989 
Prepaid expenses and other current assets80,654 34,248 
Total current assets1,452,820 1,421,452 
Property, plant and equipment, net390,220 275,622 
Intangible assets, net382,706 241,204 
Goodwill289,330 199,048 
Right-of-use assets, net71,035 41,113 
Deferred income taxes9,409 29,693 
Other long-term assets 3,476 1,967 
Total Assets$2,598,996 $2,210,099 
Liabilities and Equity
Current Liabilities:
Accounts payable$244,100 $243,164 
Income tax payable5,521 72,953 
Accrued compensation and employee benefits61,273 57,437 
Customer liabilities99,447 80,324 
Lease obligations13,789 11,785 
Other current liabilities77,781 59,273 
Total current liabilities501,911 524,936 
Long-term debt760,537 758,386 
Long-term lease obligations57,975 30,236 
Deferred income taxes15,640 16,746 
Other long-term liabilities13,146 15,059 
Total Liabilities1,349,209 1,345,363 
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 41,351,350 and 45,997,159 shares issued and outstanding, respectively415 461 
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively(2,580)(2,580)
Additional paid-in capital500,117 506,921 
Retained earnings801,981 388,660 
Accumulated other comprehensive loss(50,146)(28,726)
Total Equity1,249,787 864,736 
Total Liabilities and Equity$2,598,996 $2,210,099 




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ATKORE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)September 30, 2022September 30, 2021
Operating activities
Net income$913,434 $587,857 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization84,415 78,557 
Amortization of debt issuance costs and original issue discount2,151 2,497 
Deferred income taxes3,054 (43,306)
Loss on extinguishment of debt— 4,202 
Provision for losses on accounts receivable and inventory10,235 645 
Stock-based compensation expense17,245 17,047 
Amortization of right of use asset13,916 14,515 
Other adjustments to net income4,850 (208)
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable17,749 (219,659)
Inventories(160,980)(81,544)
Prepaid expenses and other current assets(21,718)(6,462)
Accounts payable(28,968)98,444 
Income taxes(92,802)80,291 
Accrued and other liabilities27,198 63,459 
Other, net(2,944)(23,433)
Net cash provided by operating activities786,835 572,902 
Investing activities
Capital expenditures(135,776)(64,474)
Insurance proceeds from sale of properties, plant and equipment— 9,627 
Proceeds from sale of properties, plant and equipment779 81 
Acquisitions of businesses, net of cash acquired(307,805)(43,195)
Net cash used for investing activities(442,802)(97,961)
Financing activities
Repayments of short-term debt— (4,000)
Issuance of long-term debt— 798,000 
Repayments of long-term debt— (835,120)
Issuance of common stock, net of taxes withheld(24,045)2,660 
Repurchase of common stock(500,161)(135,066)
Payments for debt financing costs and fees— (10,930)
Net cash used for financing activities(524,206)(184,456)
Effects of foreign exchange rate changes on cash and cash equivalents(7,365)1,333 
Increase (decrease) in cash and cash equivalents(187,538)291,818 
Cash and cash equivalents at beginning of period576,289 284,471 
Cash and cash equivalents at end of period$388,751 $576,289 
10


(in thousands)September 30, 2022September 30, 2021
Supplementary Cash Flow information
Interest paid$30,529 $23,726 
Income taxes paid, net of refunds379,769 155,114 
Capital expenditures, not yet paid8,653 1,094 
Acquisitions of businesses, not yet paid12,628 — 
Operating cash flows from cash paid on operating lease liabilities12,549 13,035 
Operating lease right-of-use assets obtained in exchange for lease liabilities38,794 13,538 
Free Cash Flow:
Net cash provided by operating activities786,835 572,902 
Capital expenditures(135,776)(64,474)
Free Cash Flow:651,059 508,428 



11


ATKORE INC.
ADJUSTED EBITDA

The following table presents reconciliations of Adjusted EBITDA to net income for the periods presented:

Three Months EndedFiscal Year Ended
(in thousands)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net income$220,802 $202,561 $913,434 $587,857 
Income tax expense66,557 65,222 290,186 192,144 
Depreciation and amortization23,947 20,082 84,415 78,557 
Interest expense, net9,000 8,139 30,676 32,899 
Stock-based compensation3,065 2,889 17,245 17,047 
Loss on extinguishment of debt— — — 4,202 
Transaction costs150 21 3,424 667 
Other (a)1,564 (5,983)2,410 (15,826)
Adjusted EBITDA$325,085 $292,931 $1,341,790 $897,547 
(a) 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, certain legal matters, restructuring charges, and related forward currency derivatives.                    

The following table presents calculations of Adjusted EBITDA Margin for Atkore Inc. for the periods presented:

Three Months EndedFiscal Year Ended
(in thousands)September 30, 2022September 30, 2021Change% ChangeSeptember 30, 2022September 30, 2021Change% Change
Net sales$1,028,986 $923,731 $105,255 11.4 %$3,913,949 $2,928,014 $985,935 33.7 %
Adjusted EBITDA$325,085 $292,931 $32,154 11.0 %$1,341,790 $897,547 $444,243 49.5 %
Adjusted EBITDA Margin31.6 %31.7 %34.3 %30.7 %























12


ATKORE INC.
SEGMENT INFORMATION

The following tables represent calculations of Adjusted EBITDA Margin by segment for the periods presented:

Three Months Ended
 September 30, 2022September 30, 2021
(in thousands)Net salesAdjusted EBITDAAdjusted EBITDA MarginNet salesAdjusted EBITDAAdjusted EBITDA Margin
Electrical$795,220 $308,783 38.8 %$697,492 $283,945 40.7 %
Safety & Infrastructure233,884 $36,371 15.6 %227,361 $29,015 12.8 %
Eliminations(118)(1,122)
Consolidated operations$1,028,986 $923,731 


Fiscal year ended
 September 30, 2022September 30, 2021
(in thousands)Net salesAdjusted EBITDAAdjusted EBITDA MarginNet salesAdjusted EBITDAAdjusted EBITDA Margin
Electrical$3,013,755 $1,273,410 42.3 %$2,233,299 $873,868 39.1 %
Safety & Infrastructure900,588 $138,390 15.4 %698,320 $81,827 11.7 %
Eliminations(394)(3,605)
Consolidated operations$3,913,949 $2,928,014 



























13


ATKORE INC.
ADJUSTED NET INCOME PER SHARE

The following table presents reconciliations of Adjusted net income to net income for the periods presented:
Three Months EndedFiscal Year Ended
(in thousands, except per share data)September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Net income$220,802 $202,561 $913,434 $587,857 
Stock-based compensation3,065 2,889 17,245 17,047 
Intangible asset amortization10,622 8,581 36,176 33,644 
Loss on extinguishment of debt— — — 4,202 
Other (a)692 (8,149)799 (20,012)
Pre-tax adjustments to net income14,379 3,321 54,220 34,881 
Tax effect(3,595)(830)(13,555)(8,720)
Adjusted net income$231,586 $205,052 $954,099 $614,018 
Weighted-Average Diluted Common Shares Outstanding41,960 46,682 44,280 47,306 
Net income per diluted share (b)$5.18 $4.26 $20.30 $12.19 
Adjusted net income per diluted share (c)$5.52 $4.39 $21.55 $12.98 
(a) 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 and related forward currency derivatives.                    
(b) The Company calculates basic and diluted net income 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 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. Included within the calculation of net income per diluted share is 14,460 and 11,380 of undistributed earnings allocated to participating securities for fiscal years ended 2022 and 2021. Included within the calculation of net income per diluted share is See Note 8, “Earnings Per Share” in our Annual Report on Form 10-K.
(c) Adjusted net income per diluted share is calculated by taking adjusted net income and divided by the weighted-average diluted common shares outstanding.




















14


ATKORE INC.
NET DEBT LEVERAGE RATIO

The following table presents reconciliations of Net Debt to Total Debt for the periods presented:

(in thousands)September 30, 2022September 30, 2021September 30, 2020
Short-term debt and current maturities of long-term debt$— $— $— 
Long-term debt760,537 758,386 803,736 
Total Debt760,537 758,386 803,736 
Less cash and cash equivalents388,751 576,289 284,471 
Net Debt$371,786 $182,097 $519,265 
Adjusted EBITDA$1,341,790 $897,547 $326,635 
Total debt/Adjusted EBITDA0.6 x0.8 x2.5 x
Net debt/Adjusted EBITDA0.3 x0.2 x1.6 x


15
© Atkore Fourth Quarter and Full Year 2022 Earnings Presentation and Business Update November 18, 2022


 
2© Atkore This presentation is provided for general informational purposes only and it does not include every item which may be of interest, nor does it purport to present full and fair disclosure with respect to Atkore Inc. (the “Company” or “Atkore”) or its operational and financial information. Atkore expressly disclaims any current intention to update any forward-looking statements contained in this presentation as a result of new information or future events or developments or otherwise, except as required by federal securities laws. This presentation is not a prospectus and is not an offer to sell securities. This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements appearing throughout this presentation include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or any other litigation; and the impact of prevailing economic conditions. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” and other comparable terms. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K and the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission, could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Because of these risks, we caution that you should not place undue reliance on any of our forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Further, any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to revise the forward-looking statements in this presentation after the date of this presentation. Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations which we believe to be reasonable, but you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. This presentation should be read along with the historical financial statements of Atkore, including the most recent audited financial statements. Historical results may not be indicative of future results. We use non-GAAP financial measures to help us describe our operating and financial performance. These measures may include Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA over Net sales), Net debt (total debt less cash and cash equivalents), Adjusted Net Income Per Share (also referred to as “Adjusted EPS”), Leverage ratio (net debt or total debt less cash and cash equivalents, over Adjusted EBITDA on trailing twelve month (“TTM”) basis), Free Cash Flow (net cash provided by operating activities less capital expenditures) and Return on Capital to help us describe our operating and financial performance. These non-GAAP financial measures are commonly used in our industry and have certain limitations and should not be construed as alternatives to net income, total debt, net cash provided by operating activities, return on assets, and other income data measures as determined in accordance with generally accepted accounting principles in the United States, or GAAP, or as better indicators of operating performance. These non-GAAP financial measures as defined by us may not be comparable to similarly-titled non-GAAP measures presented by other companies. Our presentation of such non- GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. See the appendix to this presentation for a reconciliation of the non-GAAP financial measures presented herein to the most comparable financial measures as determined in accordance with GAAP. Fiscal Periods - The Company has a fiscal year that ends on September 30th. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters typically end on the last Friday in December, March and June. Cautionary Statements


 
3© Atkore Today’s Discussion 1. Outstanding Results & Performance in 2022 2. Company Overview & Growth Journey 3. Well-Positioned for Long-Term Growth & Value Creation 3


 
4© Atkore FY 2022 Year in Review 4 Delivered record financial results Completed six acquisitions As of 2022, Atkore Inc. received an MSCI ESG Rating of “AA” Received employer, ESG and customer awards & recognition MC Glide TuffTM – Awarded EC&M “Product of the Year” Strong balance sheet with Total Debt Leverage Ratio < 1x Product vitality index reached high single digits as a percentage of Q4 Net Sales Deployed $136 million in capital expenditures to support future growth Repurchased $500 million in stock


 
5© Atkore Strong Results in Q4 and Full Year 2022 1. See non-GAAP reconciliation in appendix. 501.7 477.4 923.7 1,029.0 Q4 2019 Q4 2022 Q4 2020 Q4 2021 +11% 46.0 54.2 202.6 220.8 Q4 2019 Q4 2020 Q4 2021 Q4 2022 +9% 88.8 98.2 292.9 325.1 Q4 2019 Q4 2020 Q4 2021 Q4 2022 +11% 1.01 1.18 4.39 5.52 Q4 2021 Q4 2019 Q4 2020 Q4 2022 +26% Net Sales $M Net Income $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share 1,916.5 1,765.4 2,928.0 3,913.9 FY 2019 FY 2020 FY 2021 FY 2022 +34% 139.1 152.3 587.9 913.4 FY 2022 FY 2021 FY 2019 FY 2020 +55% 324.4 326.6 897.5 1,341.8 FY 2019 FY 2020 FY 2021 FY 2022 +49% 3.62 3.78 12.98 21.55 FY 2019 FY 2020 FY 2021 FY 2022 +66% 0.94 1.11 4.26 5.18 Q4 2019 Q4 2020 Q4 2021 Q4 2022 +22% Diluted EPS $/share 2.83 3.10 12.19 20.30 FY 2022 FY 2019 FY 2020 FY 2021 +67% Q4 2022 FY 2022


 
6© Atkore Consolidated Atkore Bridges 1. See non-GAAP reconciliation in appendix. Adjusted EBITDA Bridge1Net Sales BridgeQ4 2022 FY 2022 $8 $45 $57 $5 Volume/Mix2021 M&APrice F/X / Other 2022 $924M $1,029M $4 $5 $45 $10 $22 2022Cost Changes 2021 Volume/Mix Price M&A Productivity / Investment / F/X / Other $293M $325M $95 $996 $96 $11 2021 M&APriceVolume/Mix F/X / Other 2022 $3,914M $2,928M $27 $472 $996 $21 $74 2021 Price 2022Volume/Mix Cost Changes M&A Productivity / Investment / F/X / Other $898M $1,342M Includes a $9M unfavorable impact related to business interruption insurance received in Q4 2021


 
7© Atkore Company Overview


 
8© Atkore Atkore: a Compelling Investment Disciplined Operational Focus Values-based organization driven by the Atkore Business System Track Record of Success Strong track record of earnings growth, increasing free cash flow and excellent return on capital Market Leadership Leading market share in key product categories with a portfolio of must-stock products for electrical distributors Strong Secular Tailwinds Our solutions are critical to enabling the energy transition and investment in digital infrastructure Opportunities for Growth Multiple levers and opportunities to drive sustainable growth through both organic and inorganic investments Strong Financial Profile & Long-Term Outlook Strong liquidity position with a balance sheet ready to support and help drive future growth 8


 
9© Atkore Our Foundation Is the Atkore Business System


 
10© Atkore Our Products Are All Around You HDPE Conduit Wire Basket Cable Tray & Fittings Telescoping Sign Support System Cable Tray, Ladder & Fittings Steel Conduit & Fittings PVC and Metal Trunking Electrical Prefabrication Flexible & Liquid Tight Electrical Conduit Industrial Flexible Electrical Conduit Roller Tube for Conveyor PVC and Fiberglass Electrical Conduit & Fittings Metal Framing & Fittings (Including Seismic) Perimeter Security Solutions Security Bollards Armored Cable Specialty Electrical Conduit: Stainless Steel, PVC-Coated & Aluminum


 
11© Atkore Integrated & Aligned Operating Segments • Manufacture high quality products used in the construction of electrical power systems across various end-use applications; #1 or #2 position in most key categories • Products are a staple for electrical distributors, helping us establish strong relationships with customers • Comprehensive product portfolio enables solution selling and ability to bundle • Design and manufacture solutions for the protection and reliability of critical infrastructure; solutions marketed to contractors, OEMs and end-users • Global distribution capabilities for security focused products and metal framing systems • Value-added engineering, installation & construction and pre-fabrication services S u m m ar y F in a n ci a ls S u m m ar y F in a n ci a ls B u s in es s O ve rv ie w B u s in es s O ve rv ie w Select Products: Select Products: PVC Conduit Steel Conduit Armored Cable K e y P ro d u c ts a n d B ra n d s K e y P ro d u c ts a n d B ra n d s K e y C u s to m e rs K e y C u s to m e rs $1,390 $1,271 $2,233 $3,014 FY 2019 FY 2020 FY 2021 FY 2022 $528 $498 $698 $901 FY 2019 FY 2020 FY 2021 FY 2022 14.7% 13.6% 11.7%20.5% 23.0% 39.1% Net Sales ($M) Adj. EBITDA Margin1 (%) Net Sales ($M) Adj. EBITDA margin1 (%) Electrical Safety & Infrastructure Fiberglass Conduit Metal Framing Cable Tray Prefabricated Devices 42.3% 15.4% HDPE Conduit In-line Galvanized Mechanical Tube 1. See non-GAAP reconciliation in appendix. Key Brands:


 
12© Atkore Growth Driven by Atkore Business System 1. See non-GAAP reconciliation in appendix. Historical Adjusted EBITDA1 Bridge Historical Net Sales Bridge $101 $1,924 $593 $21 $15 2017 PriceVolume/Mix $1,504M M&A Divestitures Other 2022 $3,914M $757 $229 $5 $93 $585 2017 Volume/Mix DivestituresPrice vs. Cost $2 M&A Productivity / Investment / F/X / Other 2022 $228M $985 $1,342M ~$400 ~$585 Est. Pricing Outperformance Est. Sustainable Pricing Improvements A B A C E • Analysis understanding customer and product level profitability minimized impact of volume declines; Examples include strategic determination to reduce retail exposure • Combined benefit from strategic acquisitions completed between FY17 to FY22 • Estimate ~40% of pricing improvements are sustainable • Estimated pricing outperformance primarily driven by plastic pipe and conduit related products in FY21 and FY22 • Estimate approximately one-third of this unfavorable impact is related to discretionary one-time investments in the business Key Discussion Items A B C D D E B


 
13© Atkore Transformed sales mix to drive significant revenue growth and profitability through organic and inorganic activities while increasing our total addressable market opportunity Our Business Has Transformed Since IPO 1. See non-GAAP reconciliation in appendix. 2. Sales of “Other Electrical products” and “Other Safety & Infrastructure products” have been allocated and included in the presentation of the product area groupings listed for presentation purposes. Source: Management estimates. FY2017 FY2022 $1.5B $3.9B Electrical Cable & Flexible ConduitPlastic Pipe, Conduit & Fittings Mechanical Tube & OtherMetal Electrical Conduit & Fittings Metal Framing, Cable Management & Construction Services Adjusted EBITDA Margin1 34.3% Adjusted EBITDA Margin1 15.1% Net Sales by Key Product Area2 39% 19% 17% 14% 12% 18% 23% 18% 24% 17% $40B+ Total Addressable Market Opportunity >2X Addressable Market Increase Since IPO


 
14© Atkore Diversity of End-Market Use Enables Flexibility Non-Residential Construction (Global) Residential (U.S.) OEM / OTHER Commercial & Industrial Institutional Data Centers & Warehouses Utility Multi-Family Single Family Plastic Pipe, Conduit & Fittings Metal Electrical Conduit & Fittings Metal Framing, Cable Management & Construction Services Electrical Cable & Flexible Conduit Mechanical Tube & Other Est. % of total sales ~65-75% ~15-20% ~10-15% Estimated Net Sales by Key Product Area & Market Source: Company analysis and estimates


 
15© Atkore Architecture Billings Index >50 indicates growth vs. prior month; Leads construction starts by ~12 months Dodge Momentum Index 2000 = 100; Leads construction starts by ~9 to 12 months Solid Market Fundamentals Note: All periods presented represent the average of the preceding 12 months Construction Backlog Months of Backlog Non-Residential Construction Jobs In Thousands 52.4 50.5 43.6 52.5 53.0 Sep’22Sep’18 Sep’19 Sep’20 Sep’21 50 9.4 8.9 8.3 7.8 8.5 Sep’18 Sep’19 Sep’20 Sep’21 Sep’22 155 146 139 150 169 Sep’18 Sep’19 Sep’20 Sep’22Sep’21 4,410 4,563 4,439 4,351 4,481 Sep’21Sep’20Sep’18 Sep’19 Sep’22 +2% Source: AIA – The American Institute of Architects. Source: Dodge Construction Network. Source: ABC – Associated Builders and Contractors. Source: U.S. Bureau of Labor Statistics.


 
16© Atkore “Electrification of Everything” Growth in Renewables Exposed to Strong Underlying MegaTrends Grid Hardening Digital Infrastructure Plastic Pipe, Conduit & Fittings Demand Driver by Key Product Area (Illustrative Impact) According to a study from Princeton University, electrifying nearly all transport and buildings could contribute to doubling or more the amount of electricity used in the U.S. by 2050. That would lift electricity’s share of total energy used to close to 50% from about 20% today. Expect greater than 50% of US power supply from renewables by 2035 In 2021, 46% of all new electric capacity added to the grid came from solar Various investments throughout the value chain included in the Inflation Reduction Act (IRA) In 2021, PG&E announced plans to underground 10,000 miles of powerlines For Florida Power & Light’s (FPL) Storm Secure Power Line Program, approximately two dollars from every paying customer every month goes toward the initiative Double digit increase in data center spend through 2026 $65B committed for broadband deployment by the Infrastructure Investment and Jobs Act (IIJA) $39B in manufacturing incentives for semiconductor manufacturing from the CHIPS and Science Act Metal Electrical Conduit & Fittings Metal Framing, Cable Management & Construction Services Electrical Cable & Flexible Conduit Mechanical Tube Source: Company websites. Source: The Wall Street Journal. Source: International Data Corporation; U.S. Chamber of Commerce; WhiteHouse.gov Source: McKinsey; Solar Energy Industry Association; Sidley.


 
17© Atkore Conduits of Growth Customer Experience Enhancements Digital Capabilities & Resources Ongoing investment areas across the business to improve market positioning and operational capabilities Focused Product Category Growth & Innovation M&A Pipeline Category Expansion Initiatives


 
18© Atkore Strategic & Disciplined Approach to M&A Critical mass in served markets Value creation Stewardship & Atkore values Focused on Key Markets with Growth Opportunities  Seek growth in core product categories for scale in key markets  Diligent assessment of macro growth trends and competitive landscape  Unlock access to attractive markets, new technologies, product innovations and geographic expansion Value creation through Atkore Business System  The Atkore Business System unlocks synergistic value with a focus on people, process and strategy  Building upon our value proposition to our customers of “One order. One delivery. One invoice.”  Past synergies have driven highly attractive returns on capital, and support shareholder value creation Stewardship & Atkore Values  Leverage Atkore’s corporate values to nurture acquired businesses during integration, including customers, employees, suppliers and management  Successful track record in retaining and promoting management and employees of acquired companies M&A


 
19© Atkore Deployed $649M to bolster product categories, expand geographic presence and enter new markets to enhance our transformation May 2017 August 2022May 2022December 2021October 2020August 2019September 2018 Acquisition of a wire basket cable tray, PVC trunking and aluminum power poles company. Located in UK with a presence in the rest of Europe Marco Acquisition of a HPDE/PVC recycling company based in Oregon with about 80 employees Northwest Polymers Acquisition of a non- metallic cable cleat company based in Hammond, Louisiana Talon Products, LLC Acquisition of a metal framing company based in Toronto, Canada with approximately 50 employees Sasco Tubes & Roll Forming Inc. Acquisition of a PVC pipe and conduit company based in Fort Mill, South Carolina with approximately 60 employees Queen City Plastics Acquisition of a PVC pipe and conduit company based in Pendleton, Oregon Rocky Mountain Colby Pipe Company Acquisition of a cable tray and ladder company. Located in Belgium, Vergokan employs more than 165 employees Vergokan NV Acquisition of an electrical conduit system and bollards company. Headquartered in Rancho Dominguez, California Calpipe September 2017 August 2022June 2022December 2021February 2021August 2019June 2019January 2018 October 2017 Acquisition of a metallic and non-metallic flexible cable protection systems company. Located in Birmingham, England Flexicon Acquisition of a HPDE pipe and conduit company based in Oregon with about 30 employees Cascade Poly Pipe + Conduit Acquisition of a HPDE pipe and conduit manufacturing company with approximately 160 employees United Poly Systems Acquisition of a HDPE pipe and conduit company in Allendale, South Carolina with approximately 30 employees Four Star Industries Acquisition of a fiberglass conduit company based in Quebec and Colorado with approximately 90 employees FRE Composites Group Manufacturer of metal surface trunking, perimeter systems, pedestal boxes and industrial floor trunking based in the United Kingdom FLYTEC Systems Ltd Acquisition of an aluminum cable tray company based in Atlanta, Georgia United Structural Products, LLC Acquisition of a modular, prefabricated power, voice and data distribution system company based in Tempe, Arizona Cii Communications Outstanding M&A Track Record $320 Million1 deployed in FY22, and expected to help drive future growth Plastic Pipe, Conduit & Fittings Metal Conduit & Fittings Metal Framing, Cable Management & Construction Services 1. Does not include the effect from cash acquired and other post closing adjustments included in the total purchase price allocation. Source: Company website and company filings. M&A $329 Million1 deployed between FY17 to FY21;applied the Atkore Business System to drive significant synergy improvement, and this group of deals is operated at a <1x and <2x multiple on a Net Sales and Adjusted EBITDA basis, respectively in FY22


 
20© Atkore Welcome Elite Polymer Solutions! Manufacturer of High Density Polyethylene (HDPE) conduit, primarily serving telecommunications, power utility, and transportation markets 20 M&A Acquired the assets of Elite Polymer Solutions on November 7, 2022 Located in Lovelady, Texas, with approximately 55 employees. It will continue operating at its current location.


 
21© Atkore Between recent organic and inorganic investments, we expect our HDPE related products to be a strong driver of growth for the next several years given the secular tailwinds behind the products and our execution of the Atkore Business System HDPE Products Expected to Drive Growth HDPE Products Market Review Category Expansion Example TOTAL MARKET SIZE KEY APPLICATIONS SERVED BY ATKORE GROWTH DRIVERS ~$7B Product Categories Included: Conduit, Pressure Pipe, Water Pipe, and Corrugated Broadband & Telecom Power Utility and Renewable Energy Oil & Gas Transmissions & Distribution Water Infrastructure Transportation Expansion of 5G Networks & “Fiber to the Home” and IIJA tailwind Vertical integration opportunities with internal recycling business Execution of the Atkore Business System ATKORE PRESENCE Broadband and Telecom Applications Expected to Drive Solid Growth for Conduit Products Over the Next Several Years Four Acquisitions in the Past 12 Months Organic Expansion Plans in Dallas, Texas #2 Position in Conduit Products Expect to be a Top 10 player in overall HDPE market across all product categories


 
22© Atkore New Large Tube Capacity & Capabilities Provide Opportunity Solar megatrend represents a growth and category expansion opportunity — leveraging recent capability and capacity investments for mechanical tubing products that can be used in renewable energy applications. In May 2022, unveiled two manufacturing lines for producing mechanical tube for use in utility- scale solar projects in our Phoenix, Arizona facility Investment in new Hobart, Indiana facility will provide opportunity to support potential growth from solar and other large tube applications Category Expansion Example 22


 
23© Atkore New product innovation and share gain opportunities in key categories and markets expected to contribute to incremental and profitable growth over the next several years Focused Product Category Growth & Innovation Growth Examples PLASTIC PIPE & CONDUIT & FITTINGS METAL ELECTRICAL CONDUIT & FITTINGS METAL FRAMING, CABLE MANAGEMENT & CONSTRUCTION SERVICES ELECTRICAL CABLE & FLEXIBLE CONDUIT • Expansion of Cor-TekTM Cellular Core PVC into new U.S. geographies for conduit and end- use markets such as pipe for water applications • Tested and certified our corrosion- resistant PVC-coated conduit against high-performance standards, opening new specification-driven markets • Drove adoption of U.S. made Eagle Basket™ with Quick Latch™ securing wins in data centers and chip manufacturing • Continued expansion of our patented and award-winning MC GlideTM electrical cable family which now includes aluminum and steel armor and additional luminary and fire alarm cable offerings Focus Category & Innovation


 
24© Atkore Positioned for Long-Term Growth & Value Creation


 
25© Atkore Strong Financial Profile to Support Future Growth 1. See non-GAAP reconciliation in appendix. 1,504 1,835 1,917 1,765 2,928 3,914 20192017 2018 20212020 2022 +21% CAGR Net Sales $M 228 272 324 327 898 1,342 2017 2018 20202019 2021 2022 +43% CAGR Adjusted EBITDA1 $M 1.65 2.78 3.62 3.78 12.98 21.55 202120202017 2018 20222019 +67% CAGR Adjusted Diluted EPS1 $/share 97 107 175 215 508 651 20202017 20212018 20222019 +46% CAGR Free Cash Flow1 $M 2.5 3.3 2.6 2.5 0.8 0.6 201920182017 2020 20222021 -1.9x Gross Debt to Adjusted EBITDA1 325 373 400 2029 20302027 20282026 2031 Debt Maturity Profile $M Senior NotesUndrawn Asset Based Loan Senior Secured Term Loan


 
26© Atkore Initial FY2023 Outlook Outlook Summary 1. Reconciliation of the forward-looking quarterly and full-year 2023 outlook for Adjusted EBITDA and Adjusted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. 2. Represents weighted-average shares outstanding in millions used in calculation of Adjusted EPS outlook. Outlook Items for Consolidated Atkore Q1 2023 Outlook FY2023 Outlook FY2023 Comments & Perspective Net Sales Down LSD% vs. PY Flat to Down ~10% vs. PY • Accounting methodology associated with torque tube tax credits related to the Inflation Reduction Act may cause variability to Adjusted EBITDA, Adjusted EPS and tax rate assumptions and expectations • FY2023 Outlook may vary materially due to changes in assumptions, or economic/market conditions Adjusted EBITDA1 $240M – $260M $850M – $950M Adjusted EPS1 $3.85 – $4.20 $13.10 – $14.90 Interest Expense ~$40M – $50M Tax Rate ~25% – 27% Capital Expenditures ~$200M Stock Buybacks ≥$250M Diluted Shares Outstanding2 ~40 – 41M


 
27© Atkore With continued normalization of average selling prices in key product lines such as PVC electrical conduit, we expect part of the pricing outperformance in FY2022 to continue to normalize and be an unfavorable year over year impact in FY2023 vs. FY2022 Key Bridging Assumptions FY23 vs. FY22 ILLUSTRATIVE BRIDGING ITEMS 1. Reconciliation of the forward-looking quarterly and full-year 2023 outlook for Adjusted EBITDA is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. 2022 Volume/Mix Price M&A F/X / Other 2023 $3.9B Flat to Down ~10% vs. PY Adjusted EBITDA Bridge1Net Sales Bridge Expect MSD% growth Pricing in PVC related products and other categories to decline Estimate contributions from acquisitions to drive modest growth 2022 $850 - $950M Price vs. CostVolume/Mix 2023M&A Productivity / Investment / F/X / Other $1.3B Headwind from F/X Expect solid incremental margin growth Pricing normalization in PVC related products


 
28© Atkore Updated Capital Deployment Framework 1. Plan announced in November 2021. Capital Deployment Focused on Driving Growth in Adjusted EPS Capital Deployment Model – FY 2023 & Forward Capital Expenditures, Organic Growth, and Capacity Investments M&A Stock Repurchases Priority Uses for Capital Maintain Gross Debt to normalized Adj. EBITDA ratio at ~2x or below; willing to go above for select strategic opportunities ~$200M in expected capital expenditures in FY23; includes investment in HDPE product expansion initiatives; Expect future capital spending to be between 3-4% of net sales Strong pipeline with a disciplined approach; Expect M&A to be focused on growing portfolio to expand and capture more of our total addressable market Increasing authorization (November 2021 – present) up to $1.3B and extending through November 2025; $650M remaining in authorization ($150M in repurchases completed in Q1 FY23) Target Cash Flow from Operating Activities to be approximately 100% of Net Income Averaged Over a 3-Year Period Status Update


 
29© Atkore We expect our Conduits of Growth and Capital Deployment Model to help drive future performance Strategy Set to Deliver Future Performance Illustrative Long-Term Adjusted EPS1 Bridge, $/share 1. Reconciliation of the forward-looking quarterly and full-year 2025 outlook for Adjusted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. $21.55 Base Business Growth (GDP +100 - 200 bps) and Price vs. Cost Improvements Across Various Categories Potential Future PVC Pricing Normalization FY22 Volume Benefits & M&A Contributions Conduits of Growth + Capital Deployment Pricing Normalization in PVC Related Products & Higher Interest Expense FY23 Outlook Investments, Higher Interest Expense & Other FY25 Goal $13.10 - $14.90 >$18 $1.65 $3.78 $12.98 FY17 FY20 FY21


 
30© Atkore Atkore: a Compelling Investment Disciplined Operational Focus Values-based organization driven by the Atkore Business System Track Record of Success Strong track record of earnings growth, increasing free cash flow and excellent return on capital Market Leadership Leading market share in key product categories with a portfolio of must-stock products for electrical distributors Strong Secular Tailwinds Our solutions are critical to enabling the energy transition and investment in digital infrastructure Opportunities for Growth Multiple levers and opportunities to drive sustainable growth through both organic and inorganic investments Strong Financial Profile & Long-Term Outlook Strong liquidity position with a balance sheet ready to support and help drive future growth 30


 
31© Atkore Appendix


 
32© Atkore Q4 Income Statement Summary 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales ($’s in millions) Q4 2022 Q4 2021 Y/Y Change Y/Y % Change Net Sales $1,029.0 $923.7 $105.3 11.4% Operating Income $296.8 $266.0 $30.9 11.6% Net Income $220.8 $202.6 $18.2 9.0% Adjusted EBITDA1 $325.0 $292.9 $32.2 11.0% Adjusted EBITDA Margin2 31.6% 31.7% (10 bps) - Net Income per Share (Diluted) $5.18 $4.26 $0.92 21.6% Adjusted Net Income per Share1 (Diluted) $5.52 $4.39 $1.13 25.7%


 
33© Atkore Consolidated Atkore Bridges $3 $59 $51 $9 2021 Volume/Mix Price M&A F/X / Other 2022 $697M $795M Q4 Net Sales Bridge $12 $14 $6 $3 20222021 Volume/Mix Price $234M M&A F/X / Other $227M Q4 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q4 2022 Q4 2021 Y/Y Change Net Sales $795.2 $697.5 14.0% Adjusted EBITDA $308.8 $283.9 8.7% Adjusted EBITDA Margin 38.8% 40.7% (190 bps) ($’s in millions) Q4 2022 Q4 2021 Y/Y Change Net Sales $233.9 $227.4 2.9% Adjusted EBITDA $36.4 $29.0 25.4% Adjusted EBITDA Margin 15.6% 12.8% +280 bps


 
34© Atkore FY22 Income Statement Summary 1. See non-GAAP reconciliation in appendix 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net sales ($’s in millions) FY 2022 FY 2021 Y/Y Change Y/Y % Change Net Sales $3,913.9 $2,928.0 $985.9 33.7% Operating Income $1,233.8 $798.9 $434.9 54.4% Net Income $913.4 $587.9 $325.6 55.4% Adjusted EBITDA1 $1,341.8 $897.5 $444.2 49.5% Adjusted EBITDA Margin2 34.3% 30.7% +360 bps - Net Income per Share (Diluted) $20.30 $12.19 $8.11 66.5% Adjusted Net Income per Share1 (Diluted) $21.55 $12.98 $8.57 66.0%


 
35© Atkore Segment Information Three months ended September 30, 2022 September 30, 2021 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 795,220 $ 308,783 38.8 % $ 697,492 $ 283,945 40.7 % Safety & Infrastructure 233,884 36,371 15.6 % 227,361 29,015 12.8 % Eliminations (118) (1,122) Consolidated operations $ 1,028,986 $ 923,731


 
36© Atkore Segment Information Fiscal year ended September 30, 2022 September 30, 2021 September 30, 2020 September 30, 2019 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 3,013,755 $ 1,273,410 42.3 % $ 2,233,299 $ 873,868 39.1 % $ 1,270,547 $ 292,809 23.0 % $ 1,390,327 $ 285,217 20.5 % Safety & Infrastructure 900,588 138,390 15.4 % 698,320 81,827 11.7 % 497,523 67,821 13.6 % 527,511 77,407 14.7 % Eliminations (394) (3,605) (2,649) (1,300) Consolidated operations $ 3,913,949 $ 2,928,014 $ 1,765,421 $ 1,916,538


 
37© Atkore Adjusted Earnings Per Share Reconciliation Consolidated Atkore Inc. Three months ended Fiscal Year Ended (in thousands, except per share data) September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net income $ 220,802 $ 202,561 $ 913,434 $ 587,857 Stock-based compensation 3,065 2,889 17,245 17,047 Intangible asset amortization 10,622 8,581 36,176 33,644 Loss on extinguishment of debt — — — 4,202 Other (a) 692 (8,149) 799 (20,012) Pre-tax adjustments to net income 14,379 3,321 54,220 34,881 Tax effect (3,595) (830) (13,555) (8,720) Adjusted net income $231,586 $205,052 $954,099 $614,018 Weighted-Average Diluted Common Shares Outstanding 41,960 46,682 44,280 47,306 Net income per diluted share $ 5.18 $ 4.26 $ 20.30 $ 12.19 Adjusted net income per diluted share $ 5.52 $ 4.39 $ 21.55 $ 12.98 (a) 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 and related forward currency derivatives.


 
38© Atkore Adjusted Earnings Per Share Reconciliation Consolidated Atkore Inc. (in thousands, except per share data) Three months ended September 30, 2022 September 30, 2021 September 30, 2020 September 30, 2019 September 30, 2018 September 30, 2017 Net income $ 220,802 $ 202,561 $ 54,241 $ 45,997 $ 32,699 $ 20,857 Stock-based compensation 3,065 2,889 3,762 2,862 4,836 3,420 Intangible asset amortization 10,622 8,581 8,052 8,598 7,958 5,779 Gain on purchase of business — — — (7,384) — — Loss on extinguishment of debt — — 273 — — — Other (a) 692 (8,149) (9,029) (712) (5,175) 110 Pre-tax adjustments to net income 14,379 3,321 3,058 3,364 7,619 9,309 Tax effect (3,595) (830) (765) (824) (1,981) (3,333) Adjusted net income $231,586 $205,052 $56,534 $48,537 $38,337 $26,833 Weighted-Average Diluted Common Shares Outstanding 41,960 46,682 47,925 47,845 48,308 66,468 Net income per diluted share $ 5.18 $ 4.26 $ 1.11 $ 0.94 $ 0.66 $ 0.31 Adjusted net income per diluted share $ 5.52 $ 4.39 $ 1.18 $ 1.01 $ 0.79 $ 0.40 (a) 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, certain legal matters, release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.


 
39© Atkore Adjusted Earnings Per Share Reconciliation Consolidated Atkore Inc. (in thousands, except per share data) Fiscal Year Ended September 30, 2022 September 30, 2021 September 30, 2020 September 30, 2019 September 30, 2018 September 30, 2017 Net income $ 913,434 $ 587,857 $ 152,302 $ 139,051 $ 136,645 $ 84,639 Stock-based compensation 17,245 17,047 13,064 11,798 14,664 12,788 Intangible asset amortization 36,176 33,644 32,262 32,876 32,104 22,407 Gain on purchase of business — — — (7,384) (27,575) — Loss on extinguishment of debt — 4,202 273 — — 9,805 Gain on sale of joint venture — — — — — (5,774) Other (a) 799 (20,012) (6,712) 7,501 (639) (2,696) Pre-tax adjustments to net income 54,220 34,881 38,887 44,791 18,554 36,530 Tax effect (13,555) (8,720) (9,722) (10,974) (4,824) (11,470) Adjusted net income $954,099 $614,018 $181,467 $172,868 $150,375 $109,699 Weighted-Average Diluted Common Shares Outstanding 44,280 47,306 48,044 47,777 54,089 66,554 Net income per diluted share $ 20.30 $ 12.19 $ 3.10 $ 2.83 $ 2.48 $ 1.27 Adjusted net income per diluted share $ 21.55 $ 12.98 $ 3.78 $ 3.62 $ 2.78 $ 1.65 (a) 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, certain legal matters, release of indemnified uncertain tax positions and realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives.


 
40© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Three months ended Fiscal Year Ended (in thousands) September 30, 2022 September 30, 2021 September 30, 2022 September 30, 2021 Net income $ 220,802 $ 202,561 $ 913,434 $ 587,857 Income tax expense 66,557 65,222 290,186 192,144 Depreciation and amortization 23,947 20,082 84,415 78,557 Interest expense, net 9,000 8,139 30,676 32,899 Stock-based compensation 3,065 2,889 17,245 17,047 Loss on extinguishment of debt — — — 4,202 Transaction costs 150 21 3,424 667 Other (a) 1,564 (5,983) 2,410 (15,826) Adjusted EBITDA $ 325,085 $ 292,931 $ 1,341,790 $ 897,547 (a) 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, certain legal matters, restructuring charges, and related forward currency derivatives.


 
41© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Three months ended (in thousands) September 30, 2022 September 30, 2021 September 30, 2020 September 30, 2019 September 30, 2018 September 30, 2017 Net income $ 220,802 $ 202,561 $ 54,241 $ 45,997 $ 32,699 $ 20,857 Income tax expense 66,557 65,222 20,584 16,105 1,447 12,173 Depreciation and amortization 23,947 20,082 18,946 18,286 17,637 14,485 Interest expense, net 9,000 8,139 9,457 12,196 12,372 5,726 Restructuring charges — — (55) 623 604 556 Stock-based compensation 3,065 2,889 3,762 2,862 4,836 3,420 Loss on extinguishment of debt — — 273 — — — Gain on purchase of a business — — — (7,384) — — Transaction costs 150 21 17 837 6,638 2,235 Other (a) 1,564 (5,983) (9,029) (712) (5,175) 110 Adjusted EBITDA $ 325,085 $ 292,931 $ 98,196 $ 88,810 $ 71,058 $ 59,562 Net Sales 1,028,986 923,731 477,420 501,710 477,567 395,807 EBITDA Margin 31.6 % 31.7 % 20.6 % 17.7 % 14.9 % 15.0 % (a) 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, certain legal matters, restructuring charges, and related forward currency derivatives.


 
42© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Fiscal Year Ended (in thousands) September 30, 2022 September 30, 2021 September 30, 2020 September 30, 2019 September 30, 2018 September 30, 2017 Net income $ 913,434 $ 587,857 $ 152,302 $ 139,051 $ 136,645 $ 84,639 Income tax expense 290,186 192,144 49,696 45,618 29,707 41,486 Depreciation and amortization 84,415 78,557 74,470 72,347 66,890 54,727 Interest expense, net 30,676 32,899 40,062 50,473 40,694 26,598 Restructuring charges — — 3,284 3,804 1,849 1,256 Stock-based compensation 17,245 17,047 13,064 11,798 14,664 12,788 Loss on extinguishment of debt — 4,202 273 — — 9,805 Gain on purchase of a business — — (7,384) — — Gain on sale of a business — — — — (27,575) — Gain on sale of joint venture — — — — — (5,774) Transaction costs 3,424 667 196 1,200 9,314 4,779 Other (a) 2,410 (15,826) (6,712) 7,501 (639) (2,696) Adjusted EBITDA $ 1,341,790 $ 897,547 $ 326,635 $ 324,408 $ 271,549 $ 227,608 Net Sales 3,913,949 2,928,014 1,765,421 1,916,538 1,835,139 1,503,934 Adjusted EBITDA Margin 34.3 % 30.7 % 18.5 % 16.9 % 14.8 % 15.1 % (a) 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, certain legal matters, restructuring charges, and related forward currency derivatives.


 
43© Atkore Trailing Twelve Month Adjusted EBITDA Consolidated Atkore Inc. TTM Three months ended (in thousands) September 30, 2022 September 30, 2022 June 24, 2022 March 25, 2022 December 24, 2021 Net income $ 913,434 $ 220,802 $ 254,313 $ 233,477 $ 204,843 Interest expense, net 30,676 9,000 7,243 7,514 6,918 Income tax expense 290,186 66,557 88,041 78,613 56,975 Depreciation and amortization 84,415 23,947 20,428 19,994 20,046 Stock-based compensation 17,245 3,065 4,625 6,128 3,427 Transaction costs 3,424 150 1,708 790 776 Other(a) 2,410 1,564 1,172 (350) 25 Adjusted EBITDA $ 1,341,790 $ 325,085 $ 377,530 $ 346,166 $ 293,010 (a) 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, certain legal matters, restructuring charges, and related forward currency derivatives.


 
44© Atkore Net Debt to Total Debt and Leverage Ratio Consolidated Atkore Inc. ($ in thousands) September 30, 2022 June 24, 2022 March 25, 2022 December 24, 2021 September 30, 2021 June 25, 2021 March 26, 2021 December 25, 2020 Short-term debt and current maturities of long- term debt $ — $ — $ — $ — $ — $ 4,000 $ — $ — Long-term debt 760,537 759,999 759,461 758,924 758,386 780,489 765,049 764,379 Total debt 760,537 759,999 759,461 758,924 758,386 784,489 765,049 764,379 Less cash and cash equivalents 388,751 186,650 390,399 $ 498,959 576,289 397,142 304,469 $ 280,420 Net debt $ 371,786 $ 573,349 $ 369,062 $ 259,965 $ 182,097 $ 387,347 $ 460,580 $ 483,959 TTM Adjusted EBITDA (a) $ 1,341,790 $ 1,309,637 $ 1,206,371 $ 1,053,570 $ 897,547 $ 702,815 $ 492,274 $ 385,915 Total debt/TTM Adjusted EBITDA 0.6 x 0.6 x 0.6 x 0.7 x 0.8 x 1.1 x 1.6 x 2.0 x Net debt/TTM Adjusted EBITDA 0.3 x 0.4 x 0.3 x 0.2 x 0.2 x 0.6 x 0.9 x 1.3 x Leverage ratio and TTM Adjusted EBITDA reconciliations for all periods above can be found either in the appendix, or in Exhibit 99.1 to form 8-K filed on August 2, 2022, May 3, 2022, January 31, 2022, November 18, 2021, August 3, 2021, April 29, 2021 and February 2, 2021.


 
45© Atkore Net Debt to Total Debt and Leverage Ratio Consolidated Atkore Inc. ($ in thousands) September 30, 2022 September 30, 2021 September 30, 2020 September 30, 2019 September 30, 2018 September 30, 2017 Short-term debt and current maturities of long-term debt $ — $ — $ — $ — $ 26,561 $ 4,215 Long-term debt 760,537 758,386 803,736 845,317 877,686 571,863 Total debt 760,537 758,386 803,736 845,317 904,247 576,078 Less cash and cash equivalents 388,751 576,289 284,471 $ 123,415 126,662 45,718 Net debt $ 371,786 $ 182,097 $ 519,265 $ 721,902 $ 777,585 $ 530,360 TTM Adjusted EBITDA (a) $ 1,341,790 $ 897,547 $ 326,635 $ 324,408 $ 271,549 $ 227,608 Total debt/TTM Adjusted EBITDA 0.6 x 0.8 x 2.5 x 2.6 x 3.3 x 2.5 x Net debt/TTM Adjusted EBITDA 0.3 x 0.2 x 1.6 x 2.2 x 2.9 x 2.3 x Leverage ratio and TTM Adjusted EBITDA reconciliations for all periods above can be found either in the appendix, or in Exhibit 99.1 to form 8-K filed on November 18, 2022, November 18, 2021, November 19, 2020, November 22, 2019, November 28, 2018, and November 29, 2017.


 
46© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. Fiscal year ended (in thousands) September 30, 2022 September 30, 2021 September 30, 2020 September 30, 2019 September 30, 2018 September 30, 2017 Net cash provided by operating activities $ 786,835 $ 572,902 $ 248,762 $ 209,694 $ 145,703 $ 121,654 Capital expenditures $ (135,776) $ (64,474) $ (33,770) $ (34,860) $ (38,501) $ (25,122) Free Cash Flow: $ 651,059 $ 508,428 $ 214,992 $ 174,834 $ 107,202 $ 96,532


 
47© Atkore atkore.com © Atkore