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Atkore Inc.

Atkore Inc.ATKR财报

NYSE · 工业 · 杂项电机、设备及用品

Atkore Inc. is a leading manufacturer of electrical, safety and infrastructure products, including steel and PVC conduits, cable management systems, structural framing solutions and fire safety equipment. It primarily serves construction, industrial, utility and communications sectors, with core markets across North America and an expanding global presence.

What changed in Atkore Inc.'s 10-K — 2024 vs 2025

Top changes in Atkore Inc.'s 2025 10-K

265 paragraphs added · 242 removed · 204 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

44 edited+6 added−8 removed49 unchanged
Another example is our Cellular Core conduit, which employs a co-extrusion process to create three firmly bonded layers with the inner layer as a cellular core, creating a conduit that weighs less and is more flexible while meeting UL standards. 5 Suppliers and Raw Materials We use a variety of raw materials in manufacturing our products.
Another example is our Cellular Core conduit, which employs a co-extrusion process to create three firmly bonded layers with the inner layer as a cellular core, creating a conduit that weighs less and is more flexible while meeting UL standards. Suppliers and Raw Materials We use a variety of raw materials in manufacturing our products.
The State sought an injunction ordering Allied Tube to take immediate corrective action to abate the alleged violations and civil penalties as permitted by applicable law. Allied Tube has reviewed management practices and made improvements to its diesel fuel storage and truck maintenance areas to resolve the State’s claims.
The State sought an injunction ordering Allied Tube to take immediate corrective action to abate the alleged violations and civil penalties as permitted by applicable law. Allied Tube has reviewed management practices and 10 made improvements to its diesel fuel storage and truck maintenance areas to resolve the State’s claims.
References to our website in this Annual Report on Form 10-K do not constitute an incorporation by reference of any of the information found on our website, and such information is not a part of this or any other report we file with or furnish to the SEC.
References to our website in this Annual Report on Form 10-K do not 11 constitute an incorporation by reference of any of the information found on our website, and such information is not a part of this or any other report we file with or furnish to the SEC.
As of September 30, 2024, approximately 20% of our domestic and international employees were represented by a union under a collective bargaining agreement. All unions are either located in the United States or Canada with no unions or Worker’s Councils at any of our other locations abroad.
As of September 30, 2025, approximately 20% of our domestic and international employees were represented by a union under a collective bargaining agreement. All unions are either located in the United States or Canada with no unions or Worker’s Councils at any of our other locations abroad.
These combined efforts communicate the value proposition of the overall Atkore brand by bringing together complementary solutions in our portfolio while reinforcing the individual value propositions of our leading sub-brands such as Allied Tube & Conduit, AFC Cable Systems, Kaf-Tech, Heritage Plastics, Unistrut, Power-Strut, Cope, US Tray, FRE Composites, United Poly Systems, Calbond and Calpipe.
These combined efforts communicate the value proposition of the overall Atkore brand by bringing together complementary solutions in our portfolio while reinforcing the individual value propositions of our leading sub-brands 6 such as Allied Tube & Conduit, AFC Cable Systems, Kaf-Tech, Heritage Plastics, Unistrut, Power-Strut, Cope, US Tray, FRE Composites, Calbond and Calpipe.
We believe customers view Atkore as offering a strong value proposition based on our broad product offering, strong brands, short order cycle times, reliability and consistent product quality. For each of fiscal 2024, 2023 and 2022, approximately 88%, 90%, and 91% respectively, of our net sales were sold to customers located in the United States.
We believe customers view Atkore as offering a strong value proposition based on our broad product offering, strong brands, short order cycle times, reliability and consistent product quality. For each of fiscal 2025, 2024 and 2023, approximately 88%, 88%, and 90% respectively, of our net sales were sold to customers located in the United States.
Our culture provides employees with opportunities for personal and professional development as well as community engagement, all of which contribute to our Company’s overall success. In addition to many other awards. In 2024, Atkore was recognized as a Great Place to Work-Certified TM company for the fourth year in a row.
Our culture provides employees with opportunities for personal and professional development as well as community engagement, all of which contribute to our Company’s overall success. In addition to many other awards. In 2025, Atkore was recognized as a Great Place to Work-Certified TM company for the fifth year in a row.
Distribution-based sales accounted for approximately 83% of our net sales in fiscal 2024. We distribute our products to electrical and industrial distributors from our manufacturing and distribution facilities as well as from over 33 dedicated distribution facilities operated by our agents. Our products are also stocked by electrical and industrial distributors who are located across the United States.
Distribution-based sales accounted for approximately 83% of our net sales in fiscal 2025. We distribute our products to electrical and industrial distributors from our manufacturing and distribution facilities as well as from over 27 dedicated distribution facilities operated by our agents. Our products are also stocked by electrical and industrial distributors who are located across the United States.
(collectively with all its subsidiaries referred to in this Annual Report on Form 10-K as “Atkore,” the “Company,” “we,” “us,” and “our”) was incorporated in the State of Delaware on November 4, 2010. As of September 30, 2024, Atkore was the sole stockholder of Atkore International, Inc. (“AII”).
(collectively with all its subsidiaries referred to in this Annual Report on Form 10-K as “Atkore,” the “Company,” “we,” “us,” and “our”) was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International, Inc. (“AII”).
Employee Base We believe our relationship with our employees is good. As of September 30, 2024, we employed approximately 5,600 full-time equivalent employees of whom approximately 6% are temporary or contract workers. Our employees are primarily located in the United States, with about 14% employed at our international locations in Australia, Belgium, Canada, China, New Zealand, and the United Kingdom.
Employee Base We believe our relationship with our employees is good. As of September 30, 2025, we employed approximately 5,400 full-time equivalent employees of whom approximately 6% are temporary or contract workers. Our employees are primarily located in the United States, with about 15% employed at our international locations in Australia, Belgium, Canada, China, New Zealand, and the United Kingdom.
An aligned employee lives our mission and values, learns our strategic priorities and links their individual goals to those priorities. Our 2024 engagement and alignment survey had an overall 9 participation rate of 81%. In fiscal 2024, 73% of our hourly workforce participated in the survey, compared to 72% of hourly employees in fiscal 2023.
An aligned employee lives our mission and values, learns our strategic priorities and links their individual goals to those priorities. Our 2025 engagement and alignment survey had an overall participation rate of 81%. In fiscal 2025, 74% of our hourly workforce participated in the survey, compared to 73% of hourly employees in fiscal 2024.
Some of our products are purchased by OEMs and used as part of their products and solutions in applications such as utility solar framing, and conveyor systems. OEM sales accounted for approximately 13% of our net sales for fiscal 2024.
Some of our products are purchased by OEMs and used as part of their products and solutions in applications such as utility solar framing, and conveyor systems. OEM sales accounted for approximately 11.5% of our net sales for fiscal 2025.
Our net sales by geographic area were as follows: Fiscal Year Ended (in millions) September 30, 2024 September 30, 2023 September 30, 2022 United States $ 2,818 $ 3,150 $ 3,553 International 384 369 361 Total $ 3,202 $ 3,519 $ 3,914 Atkore has a well-established customer base, which includes many of the largest companies in their categories.
Our net sales by geographic area were as follows: Fiscal Year Ended (in millions) September 30, 2025 September 30, 2024 September 30, 2023 United States $ 2,501 $ 2,818 $ 3,150 International 349 384 369 Total $ 2,850 $ 3,202 $ 3,519 Atkore has a well-established customer base, which includes many of the largest companies in their categories.
We provide opportunities for advancement through rotational and stretch assignments and best practice leadership roles. In fiscal 2024, approximately 22% of our total positions filled came from internal promotions, highlighting our commitment to developing our employees. Our successful ALDP program continues to generate talented leaders.
We provide opportunities for advancement through rotational and stretch assignments and best practice leadership roles. In fiscal 2025, approximately 20% of our total positions filled came from internal promotions, highlighting our commitment to developing our employees. Our successful Atkore Leadership Development Program continues to generate talented leaders.
We own a portfolio of patents and trademarks. Other than licenses to commercially available third-party software, we do not believe that any of our licenses to third-party intellectual property are material to our business taken as a whole.
Other than licenses to commercially available third-party software, we do not believe that any of our licenses to third-party intellectual property are material to our business taken as a whole.
The Company’s email service and various other information technology services are on cloud computing platforms hosted by various prominent and reputable technology companies. Beginning in 2019, the Company began to standardize its ERP and has completed the implementation of modules for order management, advanced warehouse management, inventory management, accounts receivable and accounts payable across significant portions of the business.
The Company’s email service and various other information technology services are on cloud computing platforms hosted by various prominent and reputable technology companies. The Company continues to implement a standardized ERP and has completed the implementation of modules for order management, advanced warehouse management, inventory management, accounts receivable and accounts payable across significant portions of the business.
The Company continues to implement this ERP as it integrates acquired businesses. 7 In today’s business environment, cybersecurity is of paramount importance and Atkore has also invested significantly to strengthen our cybersecurity posture. Human Capital Resources Culture Atkore believes that a culture of engagement and alignment drives continuous improvement, enhances our customers’ experience, and delivers strong performance.
In today’s business environment, cybersecurity is of paramount importance and Atkore has also invested significantly to strengthen our cybersecurity posture. 7 Human Capital Resources Culture Atkore believes that a culture of engagement and alignment drives continuous improvement, enhances our customers’ experience, and delivers strong performance.
All employees are required to certify compliance with the Life Saving Rules annually. Additionally, our employees are required to receive Atkore Kore Training and Safety Alerts, which cover high-hazard occupational safety concerns and compliance with both internal and external safety and environmental permits.
All employees are required to certify compliance with the Life Saving Rules annually. Additionally, our employees are required to receive Atkore Kore Training and Safety Alerts, which cover high-hazard occupational safety concerns and compliance with both internal and external safety and environmental permits. Every one of our sites completes a self-assessment and certification of completion.
Safety, Health and Well-Being At Atkore, nothing is more important than the safety and well-being of our people. We seek to ensure that employees, customers, contractors, and visitors to our facilities go home safely at the end of each day, and we empower everyone to proactively identify and eliminate risks to promote an injury-free and incident-free workplace.
We seek to ensure that employees, customers, contractors, and visitors to our facilities go home safely at the end of each day, and we empower everyone to proactively identify and eliminate risks to promote an injury-free and incident-free workplace.
Safety & Infrastructure : Zekelman Industries, Inc., Eaton Corporation plc, ABB Ltd., Hubbell Incorporated, nVent Electric plc., and Haydon Corporation Management of Information Technology Systems Historically, information technology has not been a significant differentiator for us in our markets, however, we believe that the ease of doing business with us will become increasingly important to our growth and are making significant investments to improve our operations and provide valuable solutions for our customers.
Management of Information Technology Systems Historically, information technology has not been a significant differentiator for us in our markets, however, we believe that the ease of doing business with us will become increasingly important to our growth and are making significant investments to improve our operations and provide valuable solutions for our customers.
We believe that sources for these raw materials are well-established, generally available and are in sufficient quantity that we may avoid disruption to our business if we encounter an interruption from one of our existing suppliers.
We believe that sources for these raw materials are well-established, generally available and are in sufficient quantity that we 5 may avoid disruption to our business if we encounter an interruption from one of our existing suppliers, though industry supply interruptions have occurred in the past for limited periods of time.
More stringent federal, state or local environmental rules or regulations could increase our operating costs and expenses. 10 The cost of compliance with environmental, health and safety laws and capital expenditures required to meet regulatory requirements is not anticipated to have a material effect on our financial position, results of operations, cash flows or competitive position.
The cost of compliance with environmental, health and safety laws and capital expenditures required to meet regulatory requirements is not anticipated to have a material effect on our financial position, results of operations, cash flows or competitive position.
Similar to our distribution footprint, our manufacturing footprint is currently concentrated in the United States, with additional facilities in Australia, Belgium, Canada, New Zealand, and the United Kingdom.
Similar to our distribution footprint, our manufacturing footprint is currently concentrated in the United States, with additional facilities in Australia, Belgium, Canada, New Zealand, and the United Kingdom. In fiscal 2025, we announced that we would close three facilities in fiscal 2026.
The main competitors in each of these segments are listed below: Electrical: Zekelman Industries, Inc., Mitsubishi Corporation, Nucor Corporation, Southwire Company, LLC, Dura-Line Corporation, and Prysmian.
Competitive pressures are generally in the areas of product offering, product innovation, quality, service and price. The main competitors in each of these segments are listed below: Electrical: Zekelman Industries, Inc., Mitsubishi Corporation, Nucor Corporation, Southwire Company, LLC, Dura-Line Corporation, and Prysmian.
Human Rights Atkore is committed to supporting human rights and fair labor practices. We will not tolerate human rights abuses of any kind, including human trafficking, child labor or incidents of corruption within our company or supply chain. Employees are encouraged to report any potential violations or concerns, and all reports are promptly and impartially investigated.
Human Rights Atkore is committed to supporting human rights and fair labor practices. We will not tolerate human rights abuses of any kind, including human trafficking, child labor or incidents of corruption within our company or supply chain.
Manufacturing We currently manufacture products in 42 facilities and operate a total footprint of approximately 8.5 million square feet of manufacturing and distribution space in eight countries. Our headquarters are located in Harvey, Illinois, which is also the location of our largest manufacturing facility.
We also support alternative energy OEMs, with many applications used in solar system infrastructure. Manufacturing We currently manufacture products in 38 facilities and operate a total footprint of approximately 8.6 million square feet of manufacturing and distribution space in eight countries. Our headquarters are located in Harvey, Illinois, which is also the location of our largest manufacturing facility.
Each of our employees is encouraged to bring their uniqueness to the Company, which unlocks their individual potential and Atkore’s organizational potential. Talent Development and Retention Our ability to successfully operate, grow and implement key business strategies is dependent upon our ability to attract, develop and retain talented employees at all levels of our organization.
Talent Development and Retention Our ability to successfully operate, grow and implement key business strategies is dependent upon our ability to attract, develop and retain talented employees at all levels of our organization.
Many of our current and former facilities have a history of industrial usage for which additional investigation and remediation obligations could arise in the future and which could materially adversely affect our business, financial position, results of operations or cash flows. 11 Available Information We make available free of charge through our website, http://investors.atkore.com/sec-filings, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other reports filed under the Securities Exchange Act of 1934 (“Exchange Act”), and all amendments to those reports simultaneously or as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
Available Information We make available free of charge through our website, http://investors.atkore.com/sec-filings, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other reports filed under the Securities Exchange Act of 1934 (“Exchange Act”), and all amendments to those reports simultaneously or as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC.
In fiscal 2024, our top ten customers accounted for approximately 40% of net sales. For Fiscal 2024 and 2023, one customer, Sonepar USA accounted for more than 10% of sales, and for 2022, no single customer accounted for more than 10% of sales.
In fiscal 2025, our top ten customers accounted for approximately 40% of net sales. For fiscal 2025, 2024 and 2023, one customer, Sonepar USA, accounted for more than 10% of sales. Our customers include global electrical distributors (such as Consolidated Electrical Distributors, Inc.
Atkore’s Supplier Integrity and Sustainability Standards set forth our expectation that suppliers uphold our commitment to human rights. In 2021, we launched our Supplier Business Review Agenda with several of our largest suppliers to ensure our partners could conduct business in alignment with our values. Intellectual Property Patents and other proprietary rights can be important to our business.
In fiscal 2023, we launched Human Trafficking Awareness and Prevention training for all salaried employees. Atkore’s Supplier Integrity and Sustainability Standards set forth our expectation that suppliers uphold our commitment to human rights. In 2021, we launched our Supplier Business Review Agenda with several of our largest suppliers to ensure our partners could conduct business in alignment with our values.
We also rely on trade secrets, manufacturing know-how, continuing technological innovations, and licensing opportunities to maintain and improve our competitive position. We periodically review third-party proprietary rights, including patents and patent applications, in an effort to avoid infringement of third-party proprietary rights, identify licensing opportunities and monitor the intellectual property claims of others.
We periodically review third-party proprietary rights, including patents and patent applications, in an effort to avoid infringement of third-party proprietary rights, identify licensing opportunities and monitor the intellectual property claims of others. We own a portfolio of patents and trademarks.
Every one of our sites completes a self-assessment and certification of completion. 8 We believe Atkore’s investments in safety, health and well-being are critical to supporting and protecting our most important asset: our people. Diversity, Equity and Inclusion At Atkore, we believe that diversity of all types contributes to our success and that our differences make us better.
We believe Atkore’s investments in safety, health and well-being are critical to supporting and protecting our most important asset: our people. 8 Inclusive Leadership Mindset At Atkore, we believe that all employees contribute to our success and that our differences make us better. We believe that supporting an inclusive workplace fosters a culture of openness and innovation.
Sales of our products have historically been higher in the third and fourth quarters of each fiscal year due to favorable weather and longer daylight conditions during these periods.
Sales of our products have historically been higher in the third and fourth quarters of each fiscal year due to favorable weather and longer daylight conditions during these periods. Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects.
Our primary raw materials are steel, copper, polyvinyl chloride (“PVC”) resin and high density polyethylene (“HDPE”) though industry supply interruptions have occurred in the past for limited periods of time.
Our primary raw materials are steel, copper, polyvinyl chloride (“PVC”) resin and high density polyethylene (“HDPE”).
Significant product categories within our Safety & Infrastructure segment include mechanical tube, metal framing & fittings, construction services and perimeter security.
Significant product categories within our Safety & Infrastructure segment include mechanical tube, metal framing & fittings, construction services and perimeter security. Our metal framing products are used in the installation of electrical systems and various support structures, and our mechanical tube products can commonly be found in solar applications.
We believe our customers purchase from us because we provide value through the quality of our products, the breadth of our portfolio and the timeliness of our delivery. Competitive pressures are generally in the areas of product offering, product innovation, quality, service and price.
We also face competition from manufacturers in Canada, Mexico and several other international markets, depending on the product. We believe our customers purchase from us because we provide value through the quality of our products, the breadth of our portfolio and the timeliness of our delivery.
Our Human Rights Policy defines our dedication to protecting human rights and is driven by our core values and is aligned with national and international principles of human rights. In fiscal 2023, we launched Human Trafficking Awareness and Prevention training for all salaried employees.
Employees are encouraged to report any potential violations or concerns, and all reports are promptly and impartially investigated. 9 Our Human Rights Policy defines our dedication to protecting human rights and is driven by our core values and is aligned with national and international principles of human rights.
Our customers include global electrical distributors (such as CED, Graybar Electric Company, Rexel, Sonepar S.A. and Wesco International, Inc.), independent electrical distributors including super-regional electrical distributors (such as U.S.
(“CED”), Graybar Electric Company, Rexel, Sonepar S.A. and Wesco International, Inc.), independent electrical distributors including super-regional electrical distributors (such as U.S. Electrical Services Inc., Crescent Electric Supply Co. and United Electric Supply Company, Inc.) and members of buying groups (such as AD Independent Electrical Supply Division (“IESD”) and STAFDA) as well as industrial distributors and big-box retailers.
Seasonal variations in operating results may also be significantly impacted by inclement weather conditions, such as cold or wet weather, which can delay construction projects. 6 Marketing Our marketing efforts are focused on key stakeholder audiences including electrical and industrial distributors, contractors, engineers, government entities, and OEM customers.
Marketing Our marketing efforts are focused on key stakeholder audiences including electrical and industrial distributors, contractors, engineers, government entities, and OEM customers.
These laws are subject to change, which can be frequent and material.
These laws are subject to change, which can be frequent and material. More stringent federal, state or local environmental rules or regulations could increase our operating costs and expenses.
Our metal framing products are used in the installation of electrical systems and various support structures, and our mechanical tube products can commonly be found in solar applications. 4 Atkore continues to invest to add capabilities and capacity to develop innovative products and solutions to make installation faster and easier.
Atkore continues to invest to add capabilities and capacity to develop innovative products and solutions to make installation faster and easier.
From time to time, our collective bargaining agreements expire and come up for re-negotiations. Our Harvey, Illinois collective bargaining agreement with the United Steelworkers Union, which represents approximately 367 employees expired in April 2024. The United Steelworkers Union employees have continued to work thus far during negotiations, which are ongoing.
From time to time, our collective bargaining agreements expire and come up for re-negotiations. Our Harvey, Illinois collective bargaining agreement with the United Steelworkers Union was ratified on April 3, 2025. Safety, Health and Well-Being At Atkore, nothing is more important than the safety and well-being of our people.
Our commitment to Diversity, Equity and Inclusion (“DE&I”) is embedded throughout the company with a range of programs driven by our DE&I Roadmap, which helps us identify and execute specific actions and monitor our progress toward a workplace where all employees feel they belong and are empowered to do their best work.
Our commitment is embedded throughout the company with a range of programs where all employees feel they belong and are empowered to do their best work. Engagement, alignment, and well-being are also an integral part of our culture. We have implemented numerous initiatives to attract, develop, and retain high-performing talent.
Competition Our principal competitors range from national manufacturers to smaller regional manufacturers and differ by each of our product lines. We also face competition from manufacturers in Canada, Mexico and several other international markets, depending on the product.
The effectiveness of our marketing and branding strategy is reflected in consistent marketplace recognition, including multiple tED Best of the Best Awards for Marketing Excellence each year, most recently earning five awards in fiscal 2025. Competition Our principal competitors range from national manufacturers to smaller regional manufacturers and differ by each of our product lines.
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Recent examples of our innovation include the patented MC Glide Tuff armored cable, the winner of the EC&M 2022 Product of the Year in the Wire & Cable category, which facilitates faster and smoother pull through during installations; Eagle Basket, which quickly latches together; and Cellular Core Conduit, which bends easier than PVC conduit.
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Recent examples of our innovation include the expansion of our patented MC Glide Tuff armored cable, which facilitates faster and smoother pull through into both 10AWG and Fire Alarm Cables during installations and the 20’ Kwik-Fit Steel Conduit, 4 which is twice the length of traditional conduit, reducing the number of connectors required and time to install.
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Electrical Services Inc., Crescent Electric Supply Co. and United Electric Supply Company, Inc.) and members of buying groups (such as Affiliated Distributors, Inc., IMARK Group, Inc. and STAFDA) as well as industrial distributors and big-box retailers. We also support alternative energy OEMs, with many applications used in solar system infrastructure.
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Safety & Infrastructure : Zekelman Industries, Inc., Eaton Corporation plc, ABB Ltd., Hubbell Incorporated, nVent Electric plc., and Haydon Corporation.
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An indicator of the effectiveness of our marketing and branding strategy is the marketplace recognition Atkore has garnered through several awards in the last 2 years, including the tED Best of the Best Award for Marketing Excellence, an AD Electrical Marketing Excellence Award, and a tED Advertising Award.
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Atkore’s commitment to our people and culture is reflected in the recognition we have received. We are extremely proud to have earned multiple Top Workplace awards and have been certified as a Great Place to Work since 2021. Atkore employees also care deeply about the communities where we live and work.
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We believe that supporting a diverse, equitable and inclusive workplace fosters a culture of openness and innovation.
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In turn, our teams are actively engaged in volunteer and philanthropic initiatives that positively impact those around us. Each of our employees is encouraged to bring their uniqueness to the Company, which unlocks their individual potential and Atkore’s organization potential.
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In 2023, we expanded the scope DE&I related training offerings, building upon our required unconscious bias training for salaried and hourly employees and reflecting our ambition to embed equity and inclusion across our business.
Added
Intellectual Property Patents and other proprietary rights can be important to our business. We also rely on trade secrets, manufacturing know-how, continuing technological innovations, and licensing opportunities to maintain and improve our competitive position.
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In 2022, we also expanded our anti-harassment policy to expressly prohibit bullying, in addition to discrimination and all forms of harassment, and all Atkore employees are required to complete anti-harassment training.
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Many of our current and former facilities have a history of industrial usage for which additional investigation and remediation obligations could arise in the future and which could materially adversely affect our business, financial position, results of operations or cash flows.
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Our DE&I Steering Committee sponsored a number of community events and contributions in 2024, including back-to-school backpack drives for lower social-economic communities, and engagement with a variety of LGBTQIA+ community organizations, including as a sponsor for the Center on Halsted's annual gala and career fair in Chicago, Illinois. We regularly evaluate our progress on DE&I across the company.
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During 2023, we expanded our DE&I reach by introducing location Diversity, Equity and Inclusion champions at many of our locations globally. These champions provide support by bringing greater awareness of DE&I initiatives at a local level and driving many internal and community-based activities.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

79 edited+21 added−13 removed176 unchanged
For example, our amended and restated certificate of incorporation and amended and restated by-laws collectively: 27 • authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt; • limit the ability of stockholders to remove directors; • provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office; • prohibit stockholders from calling special meetings of stockholders; • prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of stockholders; and • establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders.
For example, our amended and restated certificate of incorporation and amended and restated by-laws collectively: • authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to thwart a takeover attempt; • limit the ability of stockholders to remove directors; • provide that vacancies on our board of directors, including vacancies resulting from an enlargement of our board of directors, may be filled only by a majority vote of directors then in office; • prohibit stockholders from calling special meetings of stockholders; • prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of stockholders; and • establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding 28 brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, other employees, agents or stockholders, (iii) any action asserting a claim arising out of or under the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising out of or pursuant to our amended and restated certificate of incorporation or our amended and restated by-laws) or (iv) any action asserting a claim that is governed by the internal affairs doctrine.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is, to the fullest extent permitted by law, the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed to us or our stockholders by any of our directors, officers, other employees, agents or stockholders, (iii) any action asserting a claim arising out of or under the DGCL, or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware (including, without limitation, any action asserting a claim arising out of or pursuant to our amended and restated certificate of incorporation or our amended and restated by-laws) or (iv) any action asserting a claim that is governed by the internal affairs doctrine.
In connection with any acquisitions or joint ventures and agreements relating to Tyco’s 2010 sale of a greater than 50% stake in the Company or otherwise, we may acquire or become subject to liabilities such as legal claims, including but not limited to third-party liability and other tort claims; claims for breach of contract; employment-related claims; environmental liabilities, conditions or damage; permitting, regulatory or other compliance with law issues; liability for hazardous materials; or tax liabilities.
In connection with any acquisitions or joint ventures and agreements relating to Tyco’s 2010 sale of a greater than 50% stake in the Company or otherwise, we may acquire or become subject to liabilities such as legal claims, including but not limited to third-party liability and other tort claims; claims for 22 breach of contract; employment-related claims; environmental liabilities, conditions or damage; permitting, regulatory or other compliance with law issues; liability for hazardous materials; or tax liabilities.
See Item 1C, “Cybersecurity.” When the networks of our business partners are comprised, this also raises risks regarding payments and orders. 14 Our business, financial position, results of operations or cash flows could be materially and adversely affected by the importation of similar products into the United States, as well as U.S. trade policy and practices.
See Item 1C, “Cybersecurity.” When the networks of our business partners are comprised, this also raises risks regarding payments and orders. Our business, financial position, results of operations or cash flows could be materially and adversely affected by the importation of similar products into the United States, as well as U.S. trade policy and practices.
Any claims that result in liability exceeding our insurance coverage and rights to indemnification by third parties could materially and adversely affect our business, financial position, results of operations or cash flows. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome.
Any claims that result in liability exceeding our insurance coverage and rights to indemnification by third parties could materially and adversely affect our business, financial 18 position, results of operations or cash flows. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome.
Compliance with more 19 stringent laws or regulations, or stricter interpretation of existing laws, may require additional expenditures, some of which could be material. We have financial obligations relating to pension plans that we maintain in the United States. We provide pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible United States employees.
Compliance with more stringent laws or regulations, or stricter interpretation of existing laws, may require additional expenditures, some of which could be material. We have financial obligations relating to pension plans that we maintain in the United States. We provide pension benefits through a number of noncontributory and contributory defined benefit retirement plans covering eligible United States employees.
In introducing new products and implementing our innovation strategies, any delays, unexpected costs, diversion of resources, loss of key employees or other setbacks could materially and adversely affect our business, financial position, results of operations or cash flows. 20 We are subject to certain safety and labor risks associated with the manufacturing and testing of our products.
In introducing new products and implementing our innovation strategies, any delays, unexpected costs, diversion of resources, loss of key employees or other setbacks could materially and adversely affect our business, financial position, results of operations or cash flows. We are subject to certain safety and labor risks associated with the manufacturing and testing of our products.
Further, to the extent that we declare a regular 26 dividend at a time when market participants hold no such expectations or the amount of any such dividend exceeds current expectations, the price of our common stock may increase and investors that sold shares of our common stock prior to the record date for any such dividend may forego potential gains on their investment.
Further, to the extent that we declare a regular dividend at a time when market participants hold no such expectations or the amount of any such dividend exceeds current expectations, the price of our common stock may increase and investors that sold shares of our common stock prior to the record date for any such dividend may forego potential gains on their investment.
If hurricanes, severe storms, floods, other natural disasters or similar events occur in the geographic regions in which we or our suppliers operate or through which deliveries must travel, our results of operations may be adversely affected. Labor disputes, increased labor costs or work stoppages could adversely affect our operations and impair our financial performance.
If hurricanes, severe storms, floods, other natural disasters or similar events occur in the geographic regions in which we or our suppliers operate or through which deliveries must travel, our results of operations may be adversely affected. 15 Labor disputes, increased labor costs or work stoppages could adversely affect our operations and impair our financial performance.
Supplying these complex assemblies poses unique challenges, which if not carefully discharged could subject us to warranty, indemnity and other contract obligations that could have a material affect on our results of operations. We are directly and indirectly subject to legislative and regulatory changes that may affect demand for our products.
Supplying these complex assemblies poses unique challenges, which if not carefully discharged could subject us to warranty, indemnity and other contract obligations that could have a material effect on our results of operations. We are directly and indirectly subject to legislative and regulatory changes that may affect demand for our products.
If 22 security measures disrupt or impede the receipt of sufficient raw materials to us and our suppliers, we may fail to meet the needs of our customers or may incur increased expenses to do so. In connection with acquisitions, joint ventures or divestitures, we may become subject to liabilities and required to issue additional debt or equity.
If security measures disrupt or impede the receipt of sufficient raw materials to us and our suppliers, we may fail to meet the needs of our customers or may incur increased expenses to do so. In connection with acquisitions, joint ventures or divestitures, we may become subject to liabilities and required to issue additional debt or equity.
Although weather patterns affect our operating results throughout the year, adverse weather historically has reduced construction activity in our first and second fiscal quarters as construction activity declines due to inclement weather, frozen ground and shorter daylight hours. In contrast, our 15 highest volume of net sales historically has occurred in our third and fourth fiscal quarters.
Although weather patterns affect our operating results throughout the year, adverse weather historically has reduced construction activity in our first and second fiscal quarters as construction activity declines due to inclement weather, frozen ground and shorter daylight hours. In contrast, our highest volume of net sales historically has occurred in our third and fourth fiscal quarters.
In addition, prior to the introduction of new products, our employees test such products under rigorous conditions, which could potentially result in injury or death. The outcome of any personal injury, wrongful death or other litigation is difficult to assess or quantify and the cost to defend litigation can be significant.
In addition, prior to the introduction of new products, 20 our employees test such products under rigorous conditions, which could potentially result in injury or death. The outcome of any personal injury, wrongful death or other litigation is difficult to assess or quantify and the cost to defend litigation can be significant.
These provisions, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s fiduciary duty. These provisions do not alter a director’s liability under federal securities laws.
These provisions, however, should not limit or eliminate our rights or any stockholder’s rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s or officer’s fiduciary duty. These provisions do not alter a director’s or officer’s liability under federal securities laws.
Many of our current and former facilities have a history of industrial usage for which additional investigation, remediation or other obligations could arise in the future and that could materially and adversely affect our business, financial position, results of operations or cash flows.
Many of our current and former facilities have a history of industrial usage for 16 which additional investigation, remediation or other obligations could arise in the future and that could materially and adversely affect our business, financial position, results of operations or cash flows.
Our access to third-party freight carriers is not guaranteed, and we may be unable to transport our products at economically attractive rates in certain circumstances, particularly in cases of adverse market conditions or disruptions to transportation infrastructure.
Our access to third-party freight carriers is not guaranteed, and we may be unable to transport our products at 13 economically attractive rates in certain circumstances, particularly in cases of adverse market conditions or disruptions to transportation infrastructure.
Our third amended and restated certificate of incorporation (“amended and restated certificate of incorporation”) and our fourth amended and restated by-laws, (“amended and restated by-laws”) include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable.
Our third amended and restated certificate of incorporation (“amended and restated certificate of incorporation”) and our fourth amended and restated by-laws, (“amended and restated by-laws”) 27 include a number of provisions that may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable.
Further, the agreements governing the Credit Facilities significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. In addition, Delaware law imposes additional requirements that may restrict our ability to pay dividends to holders of our common stock.
Further, the agreements governing the Credit Facilities significantly restrict the ability of our 26 subsidiaries to pay dividends or otherwise transfer assets to us. In addition, Delaware law imposes additional requirements that may restrict our ability to pay dividends to holders of our common stock.
In addition, if we divest long-lived assets at prices below their asset value, we must write them down to fair value resulting in long-lived asset impairment charges, which could adversely affect our financial position or results of operations. See Note 12, “Goodwill and Intangible Assets” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
In addition, if we divest long-lived assets at prices below their asset value, we must write them down to fair value resulting in long-lived asset impairment charges, which could adversely affect our financial position or results of operations. See Note 13, “Goodwill and Intangible Assets” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
See Note 15, “Commitments and Contingencies” to the accompanying consolidated financial statements included elsewhere in this Annual Report. An unsuccessful product liability defense could be highly costly and accordingly result in a decline in revenues and profitability. From time to time, we are also involved in government inquiries and investigations, as well as consumer, employment, tort proceedings and other litigation.
See Note 16, “Commitments and Contingencies” to the accompanying consolidated financial statements included elsewhere in this Annual Report. An unsuccessful product liability defense could be highly costly and accordingly result in a decline in revenues and profitability. From time to time, we are also involved in government inquiries and investigations, as well as consumer, employment, tort proceedings and other litigation.
Increased imports of products similar to those manufactured by us in the United States could materially and adversely affect our business, financial position, results of operations or cash flows. Contracts for global mega projects are complex and often include risk profiles greater than those of our usual product sales.
Increased imports of products similar to those manufactured by us in the United States could materially and adversely effect our business, financial position, results of operations or cash flows. Contracts for global mega projects are complex and often include risk profiles greater than those of our usual product sales.
Subject to certain conditions and without the consent of the then existing lenders, the loans under the New Senior Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to $235.0 million, plus an additional amount not to exceed specified leverage or coverage ratios.
Subject to certain conditions and without the consent of the then existing lenders, the loans under the New Senior Secured Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to $456.0 million, plus an additional amount not to exceed specified leverage or coverage ratios.
These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders. Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.
These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders. Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors and certain officers for breaches of fiduciary duty under the DGCL.
In the future, our cash flow and capital resources may not be sufficient for the continuation of any dividend programs approved by the board of directors. As a result, we may not be able to pay dividends or continue to pay dividends at the expected rate or at all in November 2024.
In the future, our cash flow and capital resources may not be sufficient for the continuation of any dividend programs approved by the board of directors. As a result, we may not be able to pay dividends or continue to pay dividends at the expected rate or at all.
In fiscal 2024, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 40% of our net sales. Our percentage of sales to our major customers may increase if we are successful in our strategy of expanding the range of products which we sell to existing customers.
In fiscal 2025, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 40% of our net sales. Our percentage of sales to our major customers may increase if we are successful in our strategy of expanding the range of products which we sell to existing customers.
As of September 30, 2024, assuming availability was fully utilized, each one percentage point change in interest rates would have resulted in a change of approximately $3.3 million in annual interest expense on the ABL Credit Facility.
As of September 30, 2025, assuming availability was fully utilized, each one percentage point change in interest rates would have resulted in a change of approximately $3.3 million in annual interest expense on the ABL Credit Facility.
The result of these incidents could include, but are not limited to, disrupted operations, misstated or misappropriated financial data, theft of our intellectual property or other confidential information (including of our customers, suppliers and employees), liability for stolen assets or information, increased cyber security protection costs and reputational damage adversely affecting customer or investor confidence.
The result of these incidents could include, but are not limited to, disrupted operations, misstated or misappropriated financial data, theft of our intellectual property or other confidential information (including of our customers, suppliers and employees), liability for stolen assets or information, increased cybersecurity protection costs and reputational damage adversely affecting customer or investor confidence.
As of September 30, 2024, each one percentage point change in interest rates would have resulted in a change of approximately $3.8 million in the annual interest expense on the New Senior Secured Term Loan Facility.
As of September 30, 2025, each one percentage point change in interest rates would have resulted in a change of approximately $3.8 million in the annual interest expense on the New Senior Secured Term Loan Facility.
Additionally, if the ABL Credit Facility were fully utilized, the margin we pay on borrowings would increase by 0.3% from the current level and we would incur additional interest expense of $1.0 million.
Additionally, if the ABL Credit Facility were fully utilized, the margin we pay on borrowings would increase by 0.10% from the current level and we would incur additional interest expense of $0.3 million.
In particular, it is possible that U.S. federal income or other tax laws or the interpretation of tax laws will change, including as a result of possible tax legislation that may be proposed by the Biden Administration.
In particular, it is possible that U.S. federal income or other tax laws or the interpretation of tax laws will change, including as a result of possible tax legislation that may be proposed by the Trump Administration.
In addition, any accident could result in manufacturing or product delays, which could negatively affect our business, financial position, results of operations or cash flows. See Item 8, “Financial Statements and Supplementary Data”. We may not be able to adequately protect our intellectual property rights, and we may become involved in intellectual property disputes.
In addition, any accident could result in manufacturing or product delays, which could negatively affect our business, financial position, results of operations or cash flows. See Item 8, “Financial Statements and Supplementary Data.” We may not be able to adequately protect our intellectual property rights, and we may become involved in intellectual property disputes.
In addition, subject to certain conditions and without the consent of the then existing lenders, the loans under the ABL Credit Facility may be expanded by up to $150 million, and the credit agreements governing the Credit Facilities allow for up to $50.0 million of second lien facilities.
In addition, subject to certain conditions and with the consent of the then existing lenders, the loans under the ABL Credit Facility may be expanded by up to $150 million, and the credit agreements governing the Credit Facilities allow for up to $50.0 million of second 24 lien facilities.
The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL.
The principal effect of the limitation on liability provision is that a stockholder will be unable to prosecute an action for monetary damages against a director or certain officer unless the stockholder can demonstrate a basis for liability for which indemnification is not available under the DGCL.
As of September 30, 2024, AII had $325.0 million of available borrowing capacity under the ABL Credit Facility and there were no outstanding borrowings (there were also no letters of credit issued under the facility). Our indebtedness could have important consequences for you.
As of September 30, 2025, AII had $325.0 million of available borrowing capacity under the ABL Credit Facility and there were no outstanding borrowings (and no letters of credit issued under the facility). Our indebtedness could have important consequences for you.
Among the factors that could affect our stock price are: • industry or general market conditions; • availability of labor and raw materials; • domestic and international economic factors unrelated to our performance; • changes in our customers’ preferences; • new regulatory pronouncements and changes in regulatory guidelines; • lawsuits, enforcement actions and other claims by third parties or governmental authorities; • actual or anticipated fluctuations in our quarterly operating results; • changes in securities analysts’ estimates of our financial performance or lack of research coverage and reports by industry analysts; • action by institutional stockholders or other large stockholders, including future sales of our common stock; • failure to meet any guidance given by us or any change in any guidance given by us, or changes by us in our guidance practices; • announcements by us of significant impairment charges; • speculation in the press or investment community; • investor perception of us and our industry; • changes in market valuations or earnings of similar companies; • announcements by us or our competitors of significant contracts, acquisitions, dispositions or strategic partnerships; • war, terrorist acts and epidemic disease; • any future sales of our common stock or other securities; • additions or departures of key personnel; and • misconduct or other improper actions of our employees.
Among the factors that could affect our stock price are: • industry or general market conditions; • availability of labor and raw materials; • domestic and international economic factors unrelated to our performance; • changes in our customers’ preferences; • new regulatory pronouncements and changes in regulatory guidelines; • lawsuits, enforcement actions and other claims by third parties or governmental authorities; • actual or anticipated fluctuations in our quarterly operating results; • changes in securities analysts’ estimates of our financial performance or lack of research coverage and reports by industry analysts; • action by institutional stockholders or other large stockholders, including future sales of our common stock; • failure to meet any guidance given by us or any change in any guidance given by us, or changes by us in our guidance practices; • announcements by us of significant impairment charges; • speculation in the press or investment community; • investor perception of us and our industry; • changes in market valuations or earnings of similar companies; • announcements by us or our competitors of significant contracts, acquisitions, dispositions or strategic partnerships; • war, terrorist acts and epidemic disease; • any future sales of our common stock or other securities; • additions or departures of key personnel; and • misconduct or other improper actions of our employees. 29 Stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of particular companies.
Our overall corporate rating, Senior Notes, New Senior Secured Term Loan Facility and ABL Credit are each currently rated as investment grade by certain agencies while the other agencies have them as non-investment grades.
Our overall corporate rating, Senior Notes, New Senior Secured Term Loan Facility and ABL Credit are each currently rated as investment grade by certain ratings agencies, while other agencies have rated them as non-investment grade.
We cannot accurately predict the amount and timing of any impairment of assets, and we may be required to recognize goodwill or other asset impairment charges which could materially and adversely affect our results of operations. See “Item 8. Financial Statements and Supplementary Data”.
We cannot accurately predict the amount and timing of any impairment of assets, and we may be required to recognize goodwill or other asset impairment charges which could materially and adversely affect our results of operations. See “Item 8.
The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.
Financial Statements and Supplementary Data.” The nature of our business exposes us to product liability, construction defect and warranty claims and litigation as well as other legal proceedings, which could materially and adversely affect our business, financial position, results of operations or cash flows.
As of September 30, 2024, we had approximately $772.0 million of total long-term consolidated indebtedness outstanding (including current portion) under Atkore and AII’s credit facilities (“Credit Facilities”), which consist of: (i) an asset-based credit facility (“ABL Credit Facility”); (ii) the new senior secured term loan facility (the “New Senior Secured Term Loan Facility”); and (iii) the 4.25% Senior Notes due 2031 (the “Senior Notes”).
As of September 30, 2025, we had approximately $770.6 million of total long-term consolidated indebtedness outstanding (including current portion) under Atkore and AII’s credit facilities (“Credit Facilities”), which consist of: (i) an asset-based credit facility (“ABL Credit Facility”); (ii) the new senior secured term loan facility (the “New Senior Secured Term Loan Facility”); and (iii) the 4.25% Senior Notes due 2031 (the “Senior Notes”).
As of September 30, 2024, we had an additional $325.0 million in availability under the ABL Credit Facility. 24 Increases in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability. A portion of our outstanding indebtedness bears interest or will bear interest at variable rates.
As of September 30, 2025, we had $325.0 million in availability under the ABL Credit Facility. Increases in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability. A portion of our outstanding indebtedness bears interest or will bear interest at variable rates.
As of September 30, 2024, we employed approximately 5,600 total full-time equivalent employees, a significant percentage of whom work at our 42 manufacturing facilities. Our business involves complex manufacturing processes and there is a risk that an accident resulting in property damage, personal injury or death could occur in one of our facilities.
As of September 30, 2025, we employed approximately 5,400 total full-time equivalent employees, a significant percentage of whom work at our 38 manufacturing facilities. Our business involves complex manufacturing processes and there is a risk that an accident resulting in property damage, personal injury or death could occur in one of our facilities.
We expect that share repurchases under the Plans will be funded with cash on hand. The amount and timing of share repurchases will be based on a variety of factors.
We expect that share repurchases under the 2024 Plan will be funded with cash on hand. The amount and timing of share repurchases will be based on a variety of factors.
The Plans does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.
The 2024 Plan does not obligate us to acquire any particular amount of common stock, and it may be terminated at any time at the Company’s discretion.
United States non-residential construction starts, as reported by Dodge, reached a historic low of 690 million square feet in our fiscal 2010 and increased to 1,265 million square feet in our fiscal 2024, which was above historical average levels.
United States non- 12 residential construction starts, as reported by Dodge, reached a historic low of 690 million square feet in our fiscal 2010 and increased to 1,209 million square feet in our fiscal 2025, which was above historical average levels.
The majority of our net sales are facilitated through the extension of credit to our customers, and a significant asset included in our working capital is accounts receivable from customers. As of 17 September 30, 2024, Sonepar USA represented 17% and CED National represented 11% of the Company’s accounts receivable, with no significant amounts past due.
The majority of our net sales are facilitated through the extension of credit to our customers, and a significant asset included in our working capital is accounts receivable from customers. As of September 30, 2025, Sonepar USA represented 13% and CED National represented 12% of the Company’s accounts receivable, with no significant amounts past due.
We may be unable to identify, acquire, close or integrate acquisition targets successfully.
We may be unable to identify, acquire, close or integrate acquisition targets, or to execute divestitures, successfully.
As of September 30, 2024, we estimated that our pension plans were overfunded by approximately $8.7 million, both of which are frozen and do not accrue any additional service cost.
As of September 30, 2025, we estimated that our pension plans were overfunded by approximately $8.6 million, both of which are frozen and do 19 not accrue any additional service cost.
Work stoppages or production interruptions could occur at our facilities or our suppliers’ facilities. Such disputes may arise 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.
The new contract is retroactive to April 2024. Work stoppages or production interruptions could occur at our facilities or our suppliers’ facilities. Such disputes may arise 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.
These provisions eliminate a director’s personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving: • any breach of the director’s duty of loyalty; • acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law; • Section 174 of the DGCL (unlawful dividends); or • any transaction from which the director derives an improper personal benefit.
These provisions eliminate directors and certain officers’ personal liability to the fullest extent permitted by the DGCL for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving: • any breach of the director’s or officer’s duty of loyalty; • acts or omissions by the director or officer not in good faith or which involve intentional misconduct or a knowing violation of the law; • soley with respect to a director, Section 174 of the DGCL (unlawful dividends); • any transaction from which the director or officer derives an improper personal benefit, or • soley with respect to an officer, any action by or in the right of the Company.
There are costs associated with complying with these disclosure requirements, including for efforts to determine the sources of conflict minerals used in our products and other potential changes to products, processes or sources of supply as a consequence of such verification activities.
There are costs associated with complying with these disclosure requirements, including for efforts to determine the sources of conflict minerals used in our products and other potential changes to products, processes or sources of supply as a consequence of such verification activities. 23 In addition, compliance with these requirements could adversely affect the sourcing, supply and pricing of materials used in our products.
There are certain risks inherent in doing business internationally, including economic volatility and sustained economic downturns, difficulties in enforcing contractual and intellectual property rights, currency exchange rate fluctuations and currency exchange controls, import or export restrictions, sanctions and changes in trade regulations, difficulties in developing, staffing, and simultaneously managing a number of foreign operations as a result of distance, issues related to occupational safety and adherence to local labor laws and regulations, potentially adverse tax developments, longer payment cycles, exposure to different legal standards, political or social unrest, including terrorism, risks related to government regulation and uncertain protection and enforcement of our intellectual property rights, the presence of corruption in certain countries and higher than anticipated costs of entry. 21 In fiscal 2023, the Company initiated plans to exit operations in Russia and recently submitted documents to the Russian approval authority with expectations of completing the sale in FY 2025 albeit at a loss.
There are certain risks inherent in doing business internationally, including economic volatility and sustained economic downturns, difficulties in enforcing contractual and intellectual property rights, currency exchange rate fluctuations and currency exchange controls, import or export restrictions, sanctions and changes in trade regulations, difficulties in developing, staffing, and simultaneously managing a number of foreign operations as a result of distance, issues related to occupational safety and adherence to local labor laws and regulations, potentially adverse tax developments, longer payment cycles, exposure to different legal standards, political or social unrest, including terrorism, risks related to government regulation and uncertain protection and enforcement of our intellectual property rights, the presence of corruption in certain countries and higher than anticipated costs of entry.
The actions of our competitors, including adding production capacity and the expansion of imported products, may encourage us to lower our prices or to offer additional services or enhanced products at a higher cost to us, which could reduce our gross profit, net income or cash flows or may cause us to lose market share. 13 Any of these consequences could materially and adversely affect our business, financial position, results of operations or cash flows.
The actions of our competitors, including adding production capacity and the expansion of imported products, may encourage us to lower our prices or to offer additional services or enhanced products at a higher cost to us, which could reduce our gross profit, net income or cash flows or may cause us to lose market share.
In addition the business is pursuing work on data centers or other construction projects in other jurisdictions, for example in Asia and Europe.
In addition, we are pursuing work on data centers or other construction projects in other jurisdictions, for example in Asia and Europe.
These laws are subject to change, which could be frequent and material. The imposition of more stringent federal, state or local environmental rules or regulations could increase our operating costs and expenses.
These laws are subject to change, which could be frequent and material. The imposition of more stringent federal, state or local environmental rules or regulations could increase our operating costs and expenses. In addition, government agencies could impose conditions or other restrictions in our environmental permits which increase our costs.
We cannot assure you that we will not experience material losses or that we will not incur significant costs to defend or pay for such claims. 18 While we currently maintain insurance coverage to address a portion of these types of liabilities, we cannot make assurances that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims.
While we currently maintain insurance coverage to address a portion of these types of liabilities, we cannot make assurances that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims.
Changes in U.S. tax law could also have broader implications, including impacts to the economy, currency markets, inflation environment, consumer behavior or competitive dynamics, which are difficult to predict, and may positively or negatively impact our business, financial position, results of operations or cash flows. 30 Future offerings of debt or equity securities which would rank senior to our common stock may adversely affect the market price of our common stock.
Changes in U.S. tax law could also have broader implications, including impacts to the economy, currency markets, inflation environment, consumer behavior or competitive dynamics, which are difficult to predict, and may positively or negatively impact our business, financial position, results of operations or cash flows.
The United States non-residential construction industry is cyclical, with product demand based on numerous factors such as availability of credit, interest rates, general economic conditions, consumer confidence and other factors that are beyond our control.
For new construction, we estimate that our product installation typically lags United States non-residential starts by six to twelve months. The United States non-residential construction industry is cyclical, with product demand based on numerous factors such as availability of credit, interest rates, general economic conditions, consumer confidence and other factors that are beyond our control.
As of September 30, 2024, approximately 20% of our domestic and international employees were represented with a collective bargaining agreement by labor unions. Several collective bargaining agreements to which the Company is a party, including the agreement covering the Company’s production in Harvey, Illinois, will expire in 2024.
As of September 30, 2025, approximately 20% of our domestic and international employees were represented with a collective bargaining agreement by labor unions. Several collective bargaining agreements to which the Company is a party.
We believe import levels are affected by, among other things, overall worldwide product demand, the trade practices of the U.S. and foreign governments, the cost of freight, the challenges involved in shipping, government subsidies to foreign producers and governmentally imposed trade restrictions, such as quotas, tariffs, other trade barriers in the United States and government enforcement of such quotas, tariffs and trade barriers.
Imports of products similar to those manufactured by us may reduce the volume of products sold by domestic producers and depress the selling prices of our products and those of our competitors. 14 We believe import levels are affected by, among other things, overall worldwide product demand, the trade practices of the U.S. and foreign governments, the cost of freight, the challenges involved in shipping, government subsidies to foreign producers and governmentally imposed trade restrictions, such as quotas, tariffs, other trade barriers in the United States and government enforcement of such quotas, tariffs and trade barriers.
In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our indebtedness, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
In the future, our cash flow and capital resources may not be sufficient for payments of interest on and principal of our indebtedness, and such alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. There are no outstanding borrowings under the ABL Credit Facility as of September 30, 2025.
Stock markets have experienced extreme volatility in recent years that has been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been instituted against the affected company.
These broad market fluctuations may adversely affect the trading price of our common stock. In the past, following periods of volatility in the market price of a company’s securities, class action litigation has often been instituted against the affected company.
Market disruptions, as well as our indebtedness levels, may increase our cost of borrowing or adversely affect our ability to refinance our obligations as they become due.
We may be unable to refinance any of our indebtedness or obtain additional financing, particularly because of our indebtedness. Market disruptions, as well as our indebtedness levels, may increase our cost of borrowing or adversely affect our ability to refinance our obligations as they become due.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts that covers our common stock downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline.
If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business.
On May 2, 2024, the board of directors approved a new share repurchase program (the “2024 Plan”, and together with the 2021 Plan and amendments thereto, the “Plans”) which is scheduled to begin after the repurchase authorization under the 2021 Plan has been exhausted. The 2024 Plan authorizes the Company to repurchase up to $500.0 million of its outstanding stock.
On May 2, 2024, the board of directors approved a new share repurchase program (the “2024 Plan”) which began after the repurchase authorization under the 2021 Plan was exhausted in August 2024. The 2024 Plan authorizes the Company to repurchase up to $500.0 million of its outstanding stock.
Weakness in the markets in which we operate could have a material adverse effect on our business, financial position, results of operations or cash flows. 12 The non-residential construction industry accounts for a significant portion of our business, and a downturn in the non-residential construction industry could materially and adversely affect our business, financial position, results of operations or cash flows.
The non-residential construction industry accounts for a significant portion of our business, and a downturn in the non-residential construction industry could materially and adversely affect our business, financial position, results of operations or cash flows. Our business is largely dependent on the non-residential construction industry.
Any litigation of this type brought against us could result in substantial costs and a diversion of our management’s attention and resources, which could materially and adversely affect our business, financial position, results of operations or cash flows. 29 If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.
Any litigation of this type brought against us could result in substantial costs and a diversion of our management’s attention and resources, which could materially and adversely affect our business, financial position, results of operations or cash flows.
As of September 30, 2024, we had goodwill of $314.0 million, intangible assets of $340.4 million, and other long-lived assets of $832.7 million. Goodwill and indefinite-lived intangible assets are not amortized and are subject to impairment testing at least annually.
As of September 30, 2025, we had goodwill of $294.5 million, intangible assets of $160.8 million, and other long-lived assets of $750.9 million. Goodwill and indefinite-lived intangible assets are not amortized and are subject to impairment testing at least annually.
This could materially and adversely affect our business, financial position, results of operations or cash flows and could cause us to become bankrupt or insolvent. 25 Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.
Our ability to generate the significant amount of cash needed to pay interest and principal on our indebtedness and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control.
We have been, and likely will continue to be, subject to potential damage from cybersecurity attacks. Despite our security measures, our IT systems and infrastructure or those of our third parties may be vulnerable to such cyber incidents.
Despite our security measures, our IT systems and infrastructure or those of our third parties may be vulnerable to such cyber incidents.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.
The inclusion of this provision in our amended and restated certificate of incorporation may discourage or deter stockholders or management from bringing a lawsuit against directors or officers for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders. 28 Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or stockholders.
In addition, we warrant certain of our products to be free of certain defects and could incur costs related to paying warranty claims in connection with defective products.
In addition, we warrant certain of our products to be free of certain defects and could incur costs related to paying warranty claims in connection with defective products. We cannot assure you that we will not experience material losses or that we will not incur significant costs to defend or pay for such claims.
It is difficult to predict whether and when there will be tax law changes having a material adverse effect on our business, financial position, results of operations and cash flows. On August 16, 2022, the IRA was enacted into law.
It is difficult to predict whether and when there will be tax law changes having a material adverse effect on our business, financial position, results of operations and cash flows. In July 2025, the United States enacted significant tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”).
If we are not able to meet customer requirements, customers may choose to disqualify us as a supplier, or we may be forced to reduce our prices to compensate for this lack of certification. Risks Related to Our Indebtedness Our indebtedness may adversely affect our financial health.
We may also encounter challenges to satisfy customers that may require all of the components of products purchased to be certified as conflict free. If we are not able to meet customer requirements, customers may choose to disqualify us as a supplier, or we may be forced to reduce our prices to compensate for this lack of certification.
In addition, compliance with these requirements could adversely affect the sourcing, supply and pricing of materials used in our products. Specifically, such requirements could limit the pool of suppliers who can provide conflict-free minerals and as a result, we may not be able to obtain these conflict-free minerals at competitive prices.
Specifically, such requirements could limit the pool of suppliers who can provide conflict-free minerals and as a result, we may not be able to obtain these conflict-free minerals at competitive prices. We may also face reputational challenges if we are unable to verify the origins for all “conflict minerals” used in our products through the procedures we have implemented.
As of September 30, 2023, Sonepar USA represented 14% and CED National represented 11% of the Company’s accounts receivable with no significant amounts past due. For fiscal 2023, one customer, Sonepar USA accounted for more than 10% of sales, for fiscal 2022, no single customer accounted for more than 10% of sales.
As of September 30, 2024, Sonepar USA represented 17% and CED National represented 11% of the Company’s accounts receivable with no significant amounts past due. For fiscal 2025 and 2024, one customer, Sonepar USA, accounted for more than 10% of sales. See Note 18, “Segment Information” to the accompanying consolidated 17 financial statements included elsewhere in this Annual Report.
In addition, government agencies could impose conditions or other restrictions in our environmental permits which increase our costs. 16 From time to time, we may be held liable for the costs to address contamination at any real property we have ever owned, operated or used in our business activities or as a disposal site.
From time to time, we may be held liable for the costs to address contamination at any real property we have ever owned, operated or used in our business activities or as a disposal site. We are currently, and may in the future be, required to investigate, remediate or otherwise address contamination at our current or former facilities.
Accordingly, the Company recognized an impairment of $733 for the year ended September 30, 2024 and continues to recognize any incremental losses on those assets. One or more of these factors could materially and adversely affect our business, financial position, results of operations or cash flows. Changes in foreign laws and legal systems could materially impact our business.
One or more of these factors could materially and adversely affect our business, financial position, results of operations or cash flows. 21 Changes in foreign laws and legal systems could materially impact our business.
We cannot predict economic conditions, or the timing or strength of demand in our markets.
We cannot predict economic conditions, or the timing or strength of demand in our markets. Weakness in the markets in which we operate could have a material adverse effect on our business, financial position, results of operations or cash flows.
A substantial portion of our revenue is generated through our operations in the United States. Imports of products similar to those manufactured by us may reduce the volume of products sold by domestic producers and depress the selling prices of our products and those of our competitors.
A substantial portion of our revenue is generated through our operations in the United States.
Removed
Our business is largely dependent on the non-residential construction industry. For new construction, we estimate that our product installation typically lags United States non-residential starts by six to twelve months.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Atkore employees participate in monthly training and testing. In addition to training, Atkore conducts table-top exercises as often as twice a year to simulate cybersecurity risk and response scenarios. Our cybersecurity team implements measures to ensure that Atkore can quickly identify and mitigate cybersecurity risks.
Atkore employees participate in monthly training and testing. In addition to training, Atkore conducts table-top exercises as often as twice a year to simulate cybersecurity risk and response scenarios. Our cybersecurity team implements measures designed to ensure that Atkore can quickly identify and mitigate cybersecurity risks.
The CIO is supported by the Cybersecurity Steering Committee (“CSC”), a management committee comprising members of the Executive Leadership Team and includes the leaders of the information technology, legal, finance, human resources, commercial and communications functions and that report to the Chief Executive Officer.
The CIO is supported by the Cybersecurity Steering Committee (“CSC”), a management committee comprising members of the Executive Leadership Team and the leaders of the information technology, legal, finance, human resources, commercial and communications functions that report to the Chief Executive Officer.
Item 1C. Cybersecurity Cybersecurity Strategy and Risk Management Atkore’s commitment to cybersecurity emphasizes maintaining secure technology and data environments and the cultivation of a security-minded culture and capability. We do this through education and training, and a layered approach to identifying, preventing, detecting, responding and restoration from cybersecurity threats and incidents.
Item 1C. Cybersecurity Cybersecurity Strategy and Risk Management Atkore’s commitment to cybersecurity emphasizes maintaining secure technology and data environments and the cultivation of a security-minded culture and capability. We do this through education and training, and a layered approach to identifying, preventing, detecting, responding to and recovering from cybersecurity threats and incidents.
Reporting to the CIO is a Director of Cybersecurity. The current Director of Cybersecurity has over 20 years of experience in information technology roles with responsibilities including cyber security and security architecture 32 and engineering.
Reporting to the CIO is a Director of Cybersecurity. The current Director of Cybersecurity has over 20 years of experience in information technology roles with responsibilities including cybersecurity and security architecture and engineering.
This oversight includes a quarterly review of Atkore’s cybersecurity program, including key program metrics, initiatives, and developments. In addition, in the event of a significant cybersecurity incident, Atkore’s policy and process requires timely engagement of and consultation with the Board of Directors. Additional information about cybersecurity risks we face is discussed in “Item 1a.
This oversight includes a quarterly review of Atkore’s cybersecurity program, including key program metrics, initiatives, and developments. In addition, in the event of a significant cybersecurity incident, Atkore’s policy and process require engagement of, and consultation with, the Board of Directors. Additional information about cybersecurity risks we face is discussed in “Item 1A.
Atkore’s CIO has over 30 years of experience in information technology roles with responsibilities including global cyber security strategy, global IT strategy, technology platforms and internal controls. The CIO has a Master of Business Administration from Kellogg School of Management at Northwestern University and a Bachelor of Science in Computer Information Systems from DeVry Institute of Technology.
Atkore’s CIO has over 30 years of experience in information technology roles with responsibilities including global cybersecurity strategy, global IT strategy, technology platforms and internal controls. The CIO has a Master of Business Administration from Kellogg School of Management at Northwestern University and 32 a Bachelor of Science in Computer Information Systems from DeVry Institute of Technology.
Removed
Cybersecurity Governance and Oversight At the management level, Atkore’s cybersecurity program is led by the Company’s Vice President - Chief Information Officer (“CIO”), who reports to Atkore’s Vice President – Business Development and Strategy, who in turn reports to Atkore’s Chief Executive Officer.
Added
For more information on risks relating to our cybersecurity threats, see Item 1A, “Risk Factors-Risks Related to Our Business-Interruptions in the proper functioning of our information technology (“IT”) systems and the IT systems of those with whom we do business, including from cybersecurity threats, could disrupt operations and cause unanticipated increases in costs or decreases in revenues, or both.” Cybersecurity Governance and Oversight At the management level, Atkore’s cybersecurity program is led by the Company’s Vice President - Chief Information Officer (“CIO”), who is a member of the Executive Leadership Team.

Item 2. Properties

Properties — owned and leased real estate

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Our two principal facilities are located in Harvey, Illinois and New Bedford, Massachusetts. Our owned manufacturing facility in Harvey, Illinois supports both our Electrical and Safety & Infrastructure segments. Our owned facility in New Bedford, Massachusetts supports our Electrical segment.
Our two principal facilities are located in Harvey, Illinois and New Bedford, Massachusetts. Our owned manufacturing facility in Harvey, Illinois supports both our Electrical and Safety & Infrastructure segments. Our owned facility in New Bedford, Massachusetts primarily supports our Electrical segment.
The following chart identifies the number of owned and leased facilities used by each of our reportable segments as of September 30, 2024. We believe that these facilities, when considered with our corporate headquarters, offices and warehouses are suitable and adequate to support the current needs of our business.
The following chart identifies the number of owned and leased facilities used by each of our reportable segments as of September 30, 2025. We believe that these facilities, when considered with our corporate headquarters, offices and warehouses are suitable and adequate to support the current needs of our business.
Reportable Segment Owned Facilities Leased Facilities Electrical 15 38 Safety & Infrastructure 6 17 We believe that our facilities are well-maintained and are sufficient to meet our current and projected needs. We also have an ongoing process to continually review and update our real estate portfolio to meet changing business needs.
Reportable Segment Owned Facilities Leased Facilities Electrical 15 35 Safety & Infrastructure 6 16 We believe that our facilities are well-maintained and are sufficient to meet our current and projected needs. We also have an ongoing process to continually review and update our real estate portfolio to meet changing business needs.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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For a description of the Omnibus Incentive Plan, see Note 5, “Stock Incentive Plan” to the accompanying consolidated financial statements included elsewhere in this Annual Report. Recent Sales of Unregistered Securities There were no sales of unregistered equity securities in fiscal 2024.
For a description of the Omnibus Incentive Plan, see Note 6, “Stock Incentive Plan” to the accompanying consolidated financial statements included elsewhere in this Annual Report. Recent Sales of Unregistered Securities There were no sales of unregistered equity securities in fiscal 2025.
Securities Authorized for Issuance Under Equity Compensation Plans The following table contains information, as of September 30, 2024, about the amount of common shares to be issued upon the exercise of outstanding options, performance share options (“PSUs”) and restricted stock units (“RSUs”) granted under the 2020 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan (together, the “Omnibus Incentive Plan”). 35 Equity Compensation Plan Information (share amounts in thousands) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) Weighted Average Exercise Price of Outstanding Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in (1)) Equity compensation plans approved by shareholders 830 $ 39.59 1,699 Equity compensation plans not approved by shareholders — — — Total 830 $ 39.59 1,699 (1) Includes 425 stock options, 165 PSUs and 240 RSUs granted to officers pursuant to the Omnibus Incentive Plan.
Securities Authorized for Issuance Under Equity Compensation Plans The following table contains information, as of September 30, 2025, about the amount of common shares to be issued upon the exercise of outstanding options, performance share options (“PSUs”) and restricted stock units (“RSUs”) granted under the 2020 Omnibus Incentive Plan and the 2016 Omnibus Incentive Plan (together, the “Omnibus Incentive Plan”). 35 Equity Compensation Plan Information (share amounts in thousands) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) Weighted Average Exercise Price of Outstanding Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in (1)) Equity compensation plans approved by shareholders 984 $ 40.46 1,432 Equity compensation plans not approved by shareholders — — — Total 984 $ 40.46 1,432 (1) Includes 412 stock options, 230 PSUs and 342 RSUs granted to officers pursuant to the Omnibus Incentive Plan.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Common Stock Market Prices Shares of our common stock have traded on the NYSE under the symbol ATKR since June 10, 2016. ** Assumes $100 invested on October 1, 2019 in stock or index, including reinvestment of dividends. 34 Holders As of November 19, 2024, there were two stockholders of record of our common stock.
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Common Stock Market Prices Shares of our common stock have traded on the NYSE under the symbol ATKR since June 10, 2016. ** Assumes $100 invested on September 30, 2020 in stock or index, including reinvestment of dividends. 34 Holders As of November 24, 2025, there were three stockholders of record of our common stock.
Issuer Purchases of Equity Securities The following table shows our share repurchase programs, on a trade date basis, for each of our fiscal months for the quarter ended September 30, 2024 (in thousands, except per share data): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program(1) Maximum Value of Shares that May Yet Be Purchased Under the Program(1) June 29, 2024 to July 26, 2024 — $ — — $ 28,114 July 27, 2024 to August 30, 2024 1,047 $ 95.49 1,047 $ 428,114 August 31, 2024 - September 30, 2024 — $ — — $ 428,114 Total 1,047 1,047 (1) On November 16, 2021, the board of directors approved the 2021 Plan for the repurchase of up to an aggregate amount of $400.0 million of the Company’s stock over a two-year period..
Issuer Purchases of Equity Securities As illustrated in the following table, there were zero share repurchases on our share repurchase programs, on a trade date basis, for each of our fiscal months for the quarter ended September 30, 2025 (in thousands, except per share data): Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program(1) Maximum Value of Shares that May Yet Be Purchased Under the Program(1) June 28, 2025 to July 25, 2025 — $ — — $ 328,114 July 26, 2025 to August 29, 2025 — $ — — $ 328,114 August 30, 2025 - September 30, 2025 — $ — — $ 328,114 Total — — (1) On May 2, 2024, the board of directors approved the 2024 Plan, which authorizes the Company to repurchase up to $500.0 million of its outstanding stock.
Under the Plans, the Company was not obligated to acquire any particular amount of common stock, and it may have been terminated at any time at the Company's discretion. The final purchase under the 2021 plan was in August 2024 and the Company began purchasing under the 2024 Plan.
The plans were funded from the Company's available cash balances. Under the plan, the Company was not obligated to acquire any particular amount of common stock, and it may have been terminated at any time at the Company's discretion.
Removed
On April 6, 2022, the board of directors approved an amendment to the 2021 Plan, extending it to a total repurchase of the Company’s outstanding stock of $800.0 million. On November 11, 2022, the board of directors approved an amendment to the 2021 Plan, extending it to a total repurchase authorization of the Company’s outstanding stock of $1,300 million.
Removed
On May 2, 2024, the board of directors approved the 2024 Plan, which is scheduled to begin after the repurchase authorization under the 2021 Plan has been exhausted. The 2024 Plan authorizes the Company to repurchase up to $500.0 million of its outstanding stock. The plans were funded from the Company's available cash balances.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Fiscal year ended (in thousands) September 30, 2024 September 30, 2023 Change ($) Change (%) Cash flows provided by (used in): Operating activities $ 549,033 $ 807,634 $ (258,601) (32.0) % Investing activities (154,336) (302,150) 147,814 (48.9) % Financing activities (435,282) (506,781) 71,499 (14.1) % Operating activities During fiscal 2024, operating activities provided $549.0 million of cash, compared to $807.6 million during fiscal year 2023.
Fiscal year ended (in thousands) September 30, 2024 September 30, 2023 Change ($) Change (%) Cash flows provided by (used in): Operating activities $ 549,033 $ 807,634 $ (258,601) (32.0) % Investing activities (154,336) (302,150) 147,814 (48.9) % Financing activities (435,282) (506,781) 71,499 (14.1) % 48 Operating activities During fiscal 2024, operating activities provided $549.0 million of cash, compared to $807.6 million during fiscal year 2023.
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; • 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 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; 52 • 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 risks and factors described in this report and from time to time in documents that we file with the SEC.
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; • 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; • 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; • 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; • 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; • 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 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; • 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; • 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; • widespread outbreak of diseases; • 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; • our inability to introduce new products effectively or implement our innovation strategies; • safety and labor risks associated with the manufacture and in the testing of our products; 53 • 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 continue importing raw materials, component parts and/or finished goods; • disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures; • 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”; • 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 risks and factors described in this report and from time to time in documents that we file with the SEC.
They appear in a number of places throughout this Annual Report and 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 class action litigation; and the impact of prevailing economic conditions.
They appear in a number of places throughout this Annual Report and 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 52 retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or class action litigation; and the impact of prevailing economic conditions.
Safety & Infrastructure Fiscal year ended ($ in thousands) September 30, 2024 September 30, 2023 Change ($) Change (%) Net sales $ 849,077 $ 844,158 $ 4,919 0.6 % Adjusted EBITDA $ 89,982 $ 103,231 $ (13,249) (12.8) % Adjusted EBITDA Margin 10.6 % 12.2 % Net sales Change (%) Volume 8.3 % Average selling prices (3.2) % Solar energy tax credits (4.7) % Other 0.2 % Net sales 0.6 % Net sales increased $4.9 million, or 0.6%, to $849.1 million for fiscal 2024 compared to $844.2 million for fiscal 2023.
Safety & Infrastructure Fiscal year ended ($ in thousands) September 30, 2024 September 30, 2023 Change ($) Change (%) Net sales $ 849,077 $ 844,158 $ 4,919 0.6 % Adjusted EBITDA 89,982 103,231 (13,249) (12.8) % Adjusted EBITDA Margin 10.6 % 12.2 % 45 Net sales Change (%) Volume 8.3 % Average selling prices (3.2) % Solar energy tax credits (4.7) % Other 0.2 % Net sales 0.6 % Net sales increased $4.9 million, or 0.6%, to $849.1 million for fiscal 2024, compared to $844.2 million for fiscal 2023.
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. 39 Selling, general and administrative expenses Selling, general and administrative expenses include payroll related expenses including salaries, wages, employee benefits, payroll taxes, variable cash compensation for both administrative and selling personnel and consulting and professional services fees.
These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower-of-cost-or-market provisions, freight and the depreciation and amortization of assets directly used in the production of goods for sale. 39 Selling, general and administrative expenses Selling, general and administrative expenses include payroll related expenses including salaries, wages, employee benefits, payroll taxes, variable cash compensation for both administrative and selling personnel and consulting and professional services fees.
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 51 market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report.
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 Annual Report.
Liquidity and Capital Resources On November 17, 2023, we announced that our board of directors approved a quarterly dividend program under which the Company intends to pay quarterly cash dividends on our common stock. 45 The quarterly dividend program and the subsequent consideration, declaration and payment of each quarterly cash dividend will be subject to our board’s approval.
Liquidity and Capital Resources On November 17, 2023, we announced that our board of directors approved a quarterly dividend program under which the Company intends to pay quarterly cash dividends on our common stock. The quarterly dividend program and the subsequent consideration, declaration and payment of each quarterly cash dividend will be subject to our board’s approval.
Investing activities During fiscal 2024, we used $154.3 million of cash for investing activities compared to $302.2 million during fiscal 2023. The $147.8 million decrease in cash used by investing activities was primarily driven 47 by $77.3 million in decreased cash used for acquisitions in fiscal 2024 compared to fiscal 2023 and decreased capital expenditures of $69.0 million.
Investing activities During fiscal 2024, we used $154.3 million of cash for investing activities, compared to $302.2 million during fiscal 2023. The $147.8 million decrease in cash used for investing activities was primarily driven by $77.3 million in decreased cash used for acquisitions in fiscal 2024, compared to fiscal 2023 and decreased capital expenditures of $69.0 million.
Income Taxes In determining income for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expense.
Income Taxes In determining income for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the 49 determination of the recoverability of certain deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expense.
For a detailed discussion of the application of these and other accounting policies, see Note 1, “Basis of 48 Presentation and Summary of Significant Accounting Policies” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
For a detailed discussion of the application of these and other accounting policies, see Note 1, “Basis of Presentation and Summary of Significant Accounting Policies” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
Pressure from regulators, and expectations from customers, to combat climate change may accelerate the move to more renewable power generation, the electrification of buildings and transportation, and the use of more sustainable methods in construction in our markets.
Pressure from regulators, and expectations from customers, to combat climate change may accelerate the move to more renewable power generation, the electrification of 38 buildings and transportation, and the use of more sustainable methods in construction in our markets.
The rapid market growth for the use of digital technologies may continue to drive the need for more 38 digital infrastructure such as data centers and the need for advanced warehousing and distribution centers to support e-commerce.
The rapid market growth for the use of digital technologies may continue to drive the need for more digital infrastructure such as data centers and the need for advanced warehousing and distribution centers to support e-commerce.
See Note 17, “Segment Information” to the accompanying consolidated financial statements included elsewhere in this Annual Report. 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.
See Note 18, “Segment Information” to the accompanying consolidated financial statements included elsewhere in this Annual Report. 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.
The borrowing base was estimated to be $325.0 million and approximately $325.0 million was available under the ABL Credit Facility as of September 30, 2024. Our use of cash may fluctuate during the year and from year to year due to differences in demand and changes in economic conditions primarily related to the prices of commodities we purchase.
The borrowing base was estimated to be $325.0 million and approximately $325.0 million was available under the ABL Credit Facility as of September 30, 2025. Our use of cash may fluctuate during the year and from year to year due to differences in demand and changes in economic conditions primarily related to the prices of commodities we purchase.
In fiscal 2024, approximately 12% of our net sales came from customers located outside the United States, most of which were foreign currency sales denominated in British pounds sterling, European euros, Canadian dollars, Australian dollars, and New Zealand dollars. The functional currency of our operations outside the United States is generally the local currency.
In fiscal 2025, approximately 12% of our net sales came from customers located outside the United States, most of which were foreign currency sales denominated in British pounds sterling, European euros, Canadian dollars, Australian dollars, and New Zealand dollars. The functional currency of our operations outside the United States is generally the local currency.
In fiscal 2024, our sales and cost of sales were impacted by continued pricing normalization in certain raw materials used in our products. We generally sell our products on a spot basis and as such, were exposed to sales prices on our products that decreased faster than the cost for the related raw materials.
In fiscal 2025, our sales and cost of sales were impacted by continued pricing normalization in certain raw materials used in our products. We generally sell our products on a spot basis and as such, were exposed to sales prices on our products that decreased faster than the cost for the related raw materials.
Our products are primarily used by trade contractors in the construction and renovation of non-residential structures such as commercial office buildings, healthcare facilities and manufacturing plants. In fiscal 2024, 88% of our net sales were to customers located in the United States.
Our products are primarily used by trade contractors in the construction and renovation of non-residential structures such as commercial office buildings, healthcare facilities and manufacturing plants. In fiscal 2025, 88% of our net sales were to customers located in the United States.
Results of Operations Fiscal 2024 Compared to Fiscal 2023 The results of operations for the fiscal years ended September 30, 2024 and September 30, 2023 were as follows: Fiscal year ended ($ in thousands) September 30, 2024 September 30, 2023 Change ($) Change (%) Net sales $ 3,202,053 $ 3,518,761 $ (316,708) (9.0) % Cost of sales 2,124,214 2,179,260 (55,046) (2.5) % Gross profit 1,077,839 1,339,501 (261,662) (19.5) % Selling, general and administrative 397,544 388,206 9,338 2.4 % Intangible asset amortization 55,511 57,804 (2,293) (4.0) % Operating income 624,784 893,491 (268,707) (30.1) % Interest expense, net 35,584 35,232 352 1.0 % Other (income) and expense, net 1,963 7,969 (6,006) (75.4) % Income before income taxes 587,237 850,290 (263,053) (30.9) % Income tax expense 114,365 160,391 (46,026) (28.7) % Net income $ 472,872 $ 689,899 $ (217,027) (31.5) % Net sales Change (%) Volume 3.5 % Average selling prices (11.5) % Solar energy tax credits (1.1) % Other 0.1 % Net sales (9.0) % Net sales for fiscal 2024 decreased $316.7 million to $3,202.1 million, a decrease of 9.0%, compared to $3,518.8 million for fiscal 2023.
Fiscal 2024 Compared to Fiscal 2023 The results of operations for the fiscal years ended September 30, 2024 and September 30, 2023 were as follows: Fiscal year ended ($ in thousands) September 30, 2024 September 30, 2023 Change ($) Change (%) Net sales $ 3,202,053 $ 3,518,761 $ (316,708) (9.0) % Cost of sales 2,124,214 2,179,260 (55,046) (2.5) % Gross profit 1,077,839 1,339,501 (261,662) (19.5) % Selling, general and administrative 397,544 388,206 9,338 2.4 % Intangible asset amortization 55,511 57,804 (2,293) (4.0) % Operating income 624,784 893,491 (268,707) (30.1) % Interest expense, net 35,584 35,232 352 1.0 % Other (income) and expense, net 1,963 7,969 (6,006) (75.4) % (Loss) Income before income taxes 587,237 850,290 (263,053) (30.9) % Income tax (benefit) expense 114,365 160,391 (46,026) (28.7) % Net (loss) income $ 472,872 $ 689,899 $ (217,027) (31.5) % Net sales Change (%) Volume 3.5 % Average selling prices (11.5) % Divestitures (1.1) % Other 0.1 % Net sales (9.0) % 43 Net sales for fiscal 2024 decreased $316.7 million to $3,202.1 million, a decrease of 9.0%, compared to $3,518.8 million for fiscal 2023.
The Company can elect to perform a quantitative or qualitative test of impairment. For fiscal 2024, 2023, and 2022 the Company performed a quantitative impairment assessment for goodwill. The Company calculated the fair value of its six reporting units considering three valuation approaches: (a) the income approach; (b) the guideline public company method; and (c) the comparable transaction method.
The Company can elect to perform a quantitative or qualitative test of impairment. For fiscal 2025, 2024, and 2023 the Company performed a quantitative impairment assessment for goodwill. The Company calculated the fair value of its six reporting units considering three valuation 50 approaches: (a) the income approach; (b) the guideline public company method; and (c) the comparable transaction method.
The key uncertainties in these calculations are the assumptions used in determining the revenue associated with each indefinite-lived intangible asset and the royalty rate. During fiscal year 2024, 2023, and 2022 the results indicated all indefinite-lived intangible assets had significant excess of fair value over the carrying value.
The key uncertainties in these calculations are the assumptions used in determining the revenue associated with each indefinite-lived intangible asset and the royalty rate. During fiscal 2025, 2024, and 2023 the results indicated all indefinite-lived intangible assets had significant excess of fair value over the carrying value.
The table below summarizes cash flow information derived from our statements of cash flows for the fiscal years ended September 30, 2023 and September 30, 2022.
The table below summarizes cash flow information derived from our statements of cash flows for the fiscal years ended September 30, 2024 and September 30, 2023.
We have access to the ABL Credit Facility to fund our operational needs. As of September 30, 2024, there were no outstanding borrowings under the ABL Credit Facility (there were no standby letters of credit issued under the ABL Credit Facility).
We have access to the ABL Credit Facility to fund our operational needs. As of September 30, 2025, there were no outstanding borrowings under the ABL Credit Facility (and no standby letters of credit issued under the ABL Credit Facility).
See Note 13, “Debt” to the accompanying consolidated financial statements included elsewhere in this Annual Report. Cash Flows The table below summarizes cash flow information derived from our statements of cash flows for the fiscal years ended September 30, 2024 and September 30, 2023.
See Note 14, “Debt” to the accompanying consolidated financial statements included elsewhere in this Annual Report. 47 Cash Flows The table below summarizes cash flow information derived from our statements of cash flows for the fiscal years ended September 30, 2025 and September 30, 2024.
As of September 30, 2024, we had $2.0 million of income tax liability, gross unrecognized tax benefits of $3.4 million and gross interest and penalties of $0.5 million. Of these amounts, $3.3 million is classified as a non-current liability in the consolidated balance sheet. The projected company pension contribution for fiscal 2025 is $0.4 million.
As of September 30, 2025, we had $0.7 million of income tax liability, gross unrecognized tax benefits of $4.5 million and gross interest and penalties of $0.6 million. Of these amounts, $4.4 million is classified as a non-current liability in the consolidated balance sheet. The projected company pension contribution for fiscal 2026 is $0.4 million.
Historically, we have not engaged in hedging strategies for raw material purchases. Our results may be impacted by inventory sales at costs higher or lower than current prices we pay for similar items. Working Capital. Our working capital requirements are impacted by our operational activities.
Historically, we have not engaged in hedging strategies for raw material purchases. Our results may be impacted by inventory sales at costs higher or lower than current prices we pay for similar items.
Our cash and cash equivalents decreased $36.7 million from September 30, 2023, primarily due to lower cash provided by operating activities and increased dividend payments, partially offset by less cash used in capital expenditures, acquisitions, and share repurchases. In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments, taxes, dividends and share repurchases.
Our cash and cash equivalents increased $155.3 million from September 30, 2024, primarily due to less cash used in capital expenditures and share repurchases partially offset by lower cash provided operating activities. In general, we require cash to fund working capital investments, acquisitions, capital expenditures, debt repayment, interest payments, taxes, dividends and share repurchases.
Our cash and cash equivalents were $351.4 million as of September 30, 2024, of which $101.8 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company's intention to permanently reinvest such income were to change and cash was repatriated to the United States.
Our cash and cash equivalents were $506.7 million as of September 30, 2025, of which $106.6 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to withholding or local country taxes if the Company's intention to permanently reinvest such income were to change and cash was repatriated to the United States.
Our inventory levels may be impacted from time to time, due to delivery lead times from our suppliers. Our cash collection cycle is generally one to two months longer than our cash payment cycle.
Our working capital requirements are impacted by our operational activities. Our inventory levels may be impacted from time to time, due to delivery lead times from our suppliers. Our cash collection cycle is generally one to two months longer than our cash payment cycle.
Interest expense, net Interest expense, net, increased $0.4 million, or 1.0% to $35.6 million for fiscal 2024, compared to $35.2 million for fiscal 2023. The increase is primarily due to increased interest rates on the Company’s New Senior Secured Term Loan Facility.
The decrease in intangible asset amortization resulted from certain intangibles becoming fully amortized. Interest expense, net Interest expense, net, increased $0.4 million, or 1.0% to $35.6 million for fiscal 2024, compared to $35.2 million for fiscal 2023. The increase is primarily due to increased interest rates on the Company’s New Senior Secured Term Loan Facility.
These decreases are partially offset by increased sales volume of $122.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments. 40 Cost of sales Change (%) Volume 3.9 % Average input costs (4.7) % Solar energy tax credits (3.8) % Freight 1.6 % Other 0.5 % Cost of sales (2.5) % Cost of sales decreased $55.0 million, or 2.5%, to $2,124.2 million for fiscal 2024 compared to $2,179.3 million for fiscal 2023.
These decreases are partially offset by increased sales volume of $21.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments and a decrease in the economic value of solar tax credits to be transferred to certain customers of $15.7 million. 40 Cost of sales Change (%) Volume 0.8 % Average input costs (0.5) % Solar energy tax credits 1.2 % Freight 0.9 % Cost of sales 2.4 % Cost of sales increased $50.1 million, or 2.4%, to $2,174.3 million for fiscal 2025, compared to $2,124.2 million for fiscal 2024.
Other (income) and expense, net Other (income) and expense, net decreased $6.0 million to expense of $2.0 million for fiscal 2024, compared to expense of $8.0 million for fiscal 2023. The decrease in expense was primarily due to impairments recognized in fiscal 2023 in connection with the Company’s plans to exit from operations in Russia of $7.5 million.
The decrease in expense was primarily due to impairments recognized in fiscal 2023 in connection with the Company’s plans to exit from operations in Russia of $7.5 million. 44 Income tax expense Income tax expense decreased $46.0 million to $114.4 million for fiscal 2024, compared to $160.4 million for fiscal 2023.
The relief-from-royalty method is used to estimate the cost savings that accrue to the owner of an 50 intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.
The Company calculated the fair value of its indefinite-lived intangible assets using the income approach, specifically the relief-from-royalty method. The relief-from-royalty method is used to estimate the cost savings that accrue to the owner of an intangible asset who would otherwise have to pay royalties or license fees on revenues earned through the use of the asset.
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 not record any goodwill impairments in fiscal 2024 or 2022.
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.
See Note 7, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report. 49 Business Combinations We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values at the date of acquisition.
Business Combinations We account for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their respective fair values at the date of acquisition.
The decrease was primarily due to lower input costs of steel, copper and PVC resin of $103.1 million and the benefit of solar tax credits of $84.0 million, partially offset by higher sales volume of $86.5 million and increased freight costs of $34.6 million Selling, general and administrative Selling, general and administrative expenses increased $9.3 million, or 2.4%, to $397.5 million for fiscal 2024 compared to $388.2 million for fiscal 2023.
The decrease was primarily due to lower input costs of steel, copper and PVC resin of $103.1 million and the benefit of solar tax credits of $84.0 million, partially offset by higher sales volume of $86.5 million and increased freight costs of $34.6 million.
Income tax expense Income tax expense decreased $46.0 million to $114.4 million, compared to $160.4 million for fiscal 2023. The Company's income tax rate increased to 19.5% for fiscal 2024, compared to 18.9% for fiscal 2023.
The Company's income tax rate increased to 19.5% for fiscal 2024, compared to 18.9% for fiscal 2023.
The increase is primarily attributed to higher volumes of $68.3 million partially offset by lower average selling prices of $26.6 million and the economic value of solar tax credits to be transferred to certain customers of $38.3 million. 42 Adjusted EBITDA Adjusted EBITDA decreased $13.2 million, or 12.8%, to $90.0 million for fiscal 2024 compared to $103.2 million for fiscal 2023.
The increase is primarily attributed to higher sales volumes of $68.3 million partially offset by lower average selling prices of $26.6 million and the economic value of solar tax credits to be transferred to certain customers of $38.3 million.
Selling, general and administrative Selling, general and administrative expenses increased $18.2 million, or 4.9%, to $388.2 million for fiscal 2023 compared to $370.0 million for fiscal 2022. The increase was primarily due to increased headcount of $16.6 million, digital initiatives of $16.1 million, recent acquisitions in fiscal 2022 and 2023 of $14.6 million, and stock compensation of $3.8 million.
Selling, general and administrative Selling, general and administrative expenses increased $9.3 million, or 2.4%, to $397.5 million for fiscal 2024, compared to $388.2 million for fiscal 2023. The increase was primarily due digital initiatives of $10.0 million, increased headcount of $7.5 million, and increased compensation of $3.0 million.
The Adjusted EBITDA decrease was primarily due to lower average selling prices versus higher input costs, partially offset by the net benefit of solar tax credits.
Adjusted EBITDA Adjusted EBITDA decreased $13.2 million, or 12.8%, to $90.0 million for fiscal 2024, compared to $103.2 million for fiscal 2023. The Adjusted EBITDA decrease was primarily due to lower average selling prices versus higher input costs, partially offset by the net benefit of solar tax credits.
Under ASC 350, if the carrying value of the indefinite-lived asset is higher than its fair value, then the asset is deemed to be impaired and the impairment charge is estimated as the excess carrying value over the fair value. The Company calculated the fair value of its indefinite-lived intangible assets using the income approach, specifically the relief-from-royalty method.
As noted above, ASC 350 also requires that the Company test the indefinite-lived intangible assets for impairment at least annually. Under ASC 350, if the carrying value of the indefinite-lived asset is higher than its fair value, then the asset is deemed to be impaired and the impairment charge is estimated as the excess carrying value over the fair value.
Cost of sales Change (%) Volume 4.8 % Average input costs (15.0) % Acquisitions 5.8 % Other 0.2 % Cost of sales (4.2) % 43 Cost of sales decreased $94.7 million, or 4.2%, to $2,179.3 million for fiscal 2023 compared to $2,273.9 million for fiscal 2022.
Cost of sales Change (%) Volume 3.9 % Average input costs (4.7) % Solar energy tax credits (3.8) % Freight 1.6 % Other 0.5 % Cost of sales (2.5) % Cost of sales decreased $55.0 million, or 2.5%, to $2,124.2 million for fiscal 2024, compared to $2,179.3 million for fiscal 2023.
The decrease in net sales is primarily attributed to decreased average selling prices of $406.1 million, and the economic value of solar tax credits to be transferred to certain customers of $38.3 million.
The decrease in net sales is primarily attributed to decreased average selling prices of $406.1 million and the economic value of solar tax credits to be transferred to certain customers of $38.3 million. These decreases are partially offset by increased sales volume of $122.6 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.
A reasonably possible change in the estimated revenues associated with the indefinite-lived intangible assets, selected royalty rates or the residual growth rate would not result in an impairment of any of these assets. Inventories We account for inventory valuation for a majority of the Company using the last-in, first-out (“LIFO”) method measured at the lower of cost or market value.
A reasonably possible change in the estimated revenues associated with the indefinite-lived intangible assets, selected royalty rates or the residual growth rate would not result in an impairment of any of these assets.
Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations and IT initiatives aimed to facilitate the ease of doing business with Atkore. In FY24, $149.9 million was spent on equipment, which included both routine capital expenditures and spending on growth initiatives such as Water and Global Megaprojects.
Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations and IT initiatives aimed to facilitate the ease of doing business with Atkore.
The decrease is primarily attributed to lower average selling prices of $171.0 million and the economic value of solar tax credits to be transferred to certain customers of $30.4 million partially offset by higher volumes of $134.2 million and increased net sales of $9.2 million from companies acquired during fiscal 2022.
The increase is primarily attributed to higher sales volumes of $17.0 million and a decrease in the economic value of solar tax credits to be transferred to certain customers of $15.7 million, partially offset by lower average selling prices of $26.7 million.
The decrease in income tax expense is due to lower income before taxes and solar tax credits generated during fiscal 2023, while the decrease in effective tax rate was primarily due to solar tax credits generated during fiscal 2023. See Note 7, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
The decrease in income tax expense was due to lower income before taxes, while the increase in effective tax rate was primarily due to the benefit of solar credits being recognized in cost of sales in fiscal 2024 whereas the benefit of solar tax credits was recognized in income tax expense in fiscal 2023, as described in the Summary of Significant Accounting Policies in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies.” Additionally, see Note 8, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report.
Segment results Electrical Fiscal year ended ($ in thousands) September 30, 2023 September 30, 2022 Change ($) Change (%) Net sales $ 2,675,074 $ 3,013,755 $ (338,681) (11.2) % Adjusted EBITDA 1,004,853 1,273,410 (268,557) (21.1) % Adjusted EBITDA Margin 37.6 % 42.3 % 44 Net sales Change (%) Volume (0.3) % Average selling prices (15.7) % Acquisitions 5.3 % Other (0.5) % Net sales (11.2) % Net sales decreased by $338.7 million, or 11.2%, to $2,675.1 million for fiscal 2023 compared to $3,013.8 million for fiscal 2022.
Segment results Electrical Fiscal year ended ($ in thousands) September 30, 2024 September 30, 2023 Change ($) Change (%) Net sales $ 2,354,978 $ 2,675,074 $ (320,096) (12.0) % Adjusted EBITDA 728,341 1,004,853 (276,512) (27.5) % Adjusted EBITDA Margin 30.9 % 37.6 % Net sales Change (%) Volume 2.0 % Average selling prices (14.3) % Other 0.3 % Net sales (12.0) % Net sales decreased by $320.1 million, or 12.0%, to $2,355.0 million for fiscal 2024, compared to $2,675.1 million for fiscal 2023.
The increase was primarily due to digital initiatives of $10.0 million, increased headcount of $7.5 million, and increased compensation of $3.0 million. These increases were partially offset by increases in productivity of $6.0 million, lower sales commission expense of $4.1 million, and lower costs of $1.1 million spread across a variety of other spend categories.
The decrease was primarily due to lower costs of $6.2 million spread across a variety of spend categories and savings from divestitures of $5.0 million, partially offset by increased costs on digital initiatives of $5.8 million, litigation costs of $3.9 million, increased compensation expense, net of productivity initiatives, of $0.6 million.
Servicing of our existing debt instruments includes the following estimated cash outflows: ($ in thousands) Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total Senior Notes due June 2031 $ — $ — $ — $ 400,000 $ 400,000 New Senior Secured Term Loan Facility Due May 2028 — — 373,000 — 373,000 Interest payments (a) 42,544 78,760 56,091 34,472 211,867 Total $ 42,544 $ 78,760 $ 429,091 $ 434,472 $ 984,867 (a) Interest expense is estimated based on outstanding loan balances assuming principal payments are made according to the payment schedule and interest rates as of September 30, 2024 (4.25% for the Senior Notes, between 5.6% and 7.7% for the New Senior Secured Term Loan Facility). 46 Our ongoing liquidity needs are expected to be funded by cash on hand, net cash provided by operating activities and, as required, borrowings under the Credit Facilities.
Servicing of our existing debt instruments includes the following estimated cash outflows: ($ in thousands) Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total Senior Notes due June 2031 $ — $ — $ — $ 400,000 $ 400,000 New Senior Secured Term Loan Facility Due September 2032 3,730 7,460 7,460 354,350 373,000 Interest payments (a) 39,385 75,687 70,061 14,232 199,365 Total $ 43,115 $ 83,147 $ 77,521 $ 768,582 $ 972,365 (a) Interest expense is estimated based on outstanding loan balances assuming principal payments are made according to the payment schedule and interest rates as of September 30, 2025 (4.25% for the Senior Notes, and 5.3% for the New Senior Secured Term Loan Facility).
Intangible asset amortization Intangible asset amortization expense decreased $2.3 million, or 4.0%, to $55.5 million for fiscal 2024 compared to $57.8 million for fiscal 2023. The decrease in intangible asset amortization resulted from certain intangibles becoming fully amortized.
Intangible asset amortization Intangible asset amortization expense decreased $13.6 million, or 24.5%, to $41.9 million for fiscal 2025, compared to $55.5 million for fiscal 2024. The decrease in intangible asset amortization resulted from certain intangibles becoming fully amortized, the divestiture of Northwest Polymers, LLC (“Northwest Polymers”), and the impairment of intangible assets in HDPE in fiscal 2025.
These increases were partially offset by lower variable compensation of $15.4 million, lower sales commission expense of $9.9 million, lower transaction costs of $2.5 million and $5.1 million is spread across a variety of other spend categories.
These increases were partially offset by increases in productivity of $6.0 million, lower sales commission expense of $4.1 million, and lower costs of $1.1 million spread across a variety of other spend categories. Intangible asset amortization Intangible asset amortization expense decreased $2.3 million, or 4.0%, to $55.5 million for fiscal 2024, compared to $57.8 million for fiscal 2023.
Safety & Infrastructure Fiscal year ended ($ in thousands) September 30, 2023 September 30, 2022 Change ($) Change (%) Net sales $ 844,158 $ 900,588 $ (56,430) (6.3) % Adjusted EBITDA $ 103,231 $ 138,390 $ (35,159) (25.4) % Adjusted EBITDA Margin 12.2 % 15.4 % Net sales Change (%) Volume 15.0 % Average selling prices (19.1) % Other (2.2) % Net sales (6.3) % Net sales decreased $56.4 million, or 6.3%, to $844.2 million for fiscal 2023 compared to $900.6 million for fiscal 2022.
Safety & Infrastructure Fiscal year ended ($ in thousands) September 30, 2025 September 30, 2024 Change ($) Change (%) Net sales $ 853,369 $ 849,077 $ 4,292 0.5 % Adjusted EBITDA 109,191 89,982 19,209 21.3 % Adjusted EBITDA Margin 12.8 % 10.6 % 42 Net sales Change (%) Volume 2.0 % Average selling prices (3.1) % Solar energy tax credits 1.8 % Other (0.2) % Net sales 0.5 % Net sales increased $4.3 million, or 0.5%, to $853.4 million for fiscal 2025, compared to $849.1 million for fiscal 2024.
The decrease in cash used for financing activities during fiscal 2023 was primarily driven by repurchases of shares of $491.0 million in fiscal 2023 as compared to $500.2 million of share repurchases in fiscal 2022.
The decrease in cash used for financing activities during fiscal 2025 was primarily driven by decreased share repurchases of $281.0 million and decreased share issuance costs of $11.6 million, partially offset by increased dividends paid of $9.7 million and increased debt financing costs of $7.2 million.
Adjusted EBITDA Adjusted EBITDA decreased $268.6 million, or 21.1%, to $1,004.9 million for fiscal 2023 compared to $1,273.4 million for fiscal 2022. The decrease in Adjusted EBITDA was largely due to lower average selling prices over input costs.
The decrease in Adjusted EBITDA was largely due to lower average selling prices and higher input costs.
We have purchase commitments of $103.2 million and $2.2 million for the years 2025 and 2026, which represent purchases of raw materials in the normal course of business for which all significant terms have been confirmed.
In fiscal 2025, $107.1 million was spent on equipment, which included both routine capital expenditures and spending on growth initiatives such as water pipe and other product categories to support Global Megaprojects. 46 We have purchase commitments of $110.9 million and $4.1 million for the years 2026 and 2027, which represent purchases of raw materials in the normal course of business for which all significant terms have been confirmed.
The decrease in net sales is primarily attributed to lower average selling prices of $475.6 million, the unfavorable impact of foreign exchange rates of $14.1 million and decreased sales volume of $9.2 million. These decreases were partially offset by increased net sales of $159.7 million from companies acquired during fiscal 2022 and 2023.
The decrease in net sales is primarily attributed to lower average selling prices of $355.1 million and divestitures of $9.3 million, partially offset by increased sales volume of $4.6 million. Adjusted EBITDA Adjusted EBITDA decreased $397.8 million, or 54.6%, to $330.5 million for fiscal 2025, compared to $728.3 million for fiscal 2024.
Cash provided by operating activities increased by $20.8 million primarily driven by less cash used in working capital of $105.8 million, tax impacts of $229.3 million and partially offset by lower operating income of $340.3 million. Investing activities During fiscal 2023, we used $302.2 million of cash for investing activities compared to $442.8 million during fiscal 2022.
The decrease in cash provided by operating activities was primarily driven by lower operating income of $601.6 million, partially offset by non-cash asset impairments of $214.4 million, less cash used in working capital of $123.1 million, tax impacts of $105.5 million, higher depreciation and amortization of $8.6 million and a non-cash loss on sale of a business of $6.2 million.
Income tax expense Income tax expense decreased $129.8 million to $160.4 million for fiscal 2023, compared to $290.2 million for fiscal 2022. The Company's income tax rate decreased to 18.9% for fiscal 2023, compared to 24.1% for fiscal 2022.
Other expense, net Other income, net decreased $6.0 million to expense of $2.0 million for fiscal 2024, compared to expense of $8.0 million for fiscal 2023.
The decrease in income tax expense is due to lower income before taxes, while the increase in effective tax rate was primarily due the benefit of solar credits being recognized in cost of sales in fiscal 2024 where as the benefit of solar tax credits was recognized in income tax expense in fiscal 2023 as described in the Summary of Significant Accounting Policies in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies.” Additionally, see Note 7, “Income Taxes” to the accompanying consolidated financial statements included elsewhere in this Annual Report. 41 Segment results Electrical Fiscal year ended ($ in thousands) September 30, 2024 September 30, 2023 Change ($) Change (%) Net sales $ 2,354,978 $ 2,675,074 $ (320,096) (12.0) % Adjusted EBITDA 728,341 1,004,853 (276,512) (27.5) % Adjusted EBITDA Margin 30.9 % 37.6 % Net sales Change (%) Volume 2.0 % Average selling prices (14.3) % Other 0.3 % Net sales (12.0) % Net sales decreased by $320.1 million, or 12.0%, to $2,355.0 million for fiscal 2024 compared to $2,675.1 million for fiscal 2023.
Segment results Electrical Fiscal year ended ($ in thousands) September 30, 2025 September 30, 2024 Change ($) Change (%) Net sales $ 1,998,219 $ 2,354,978 $ (356,759) (15.1) % Adjusted EBITDA 330,512 728,341 (397,829) (54.6) % Adjusted EBITDA Margin 16.5 % 30.9 % Net sales Change (%) Volume 0.2 % Average selling prices (15.1) % Divestitures (0.5) % Other 0.3 % Net sales (15.1) % Net sales decreased by $356.8 million, or 15.1%, to $1,998.2 million for fiscal 2025, compared to $2,355.0 million for fiscal 2024.
The decrease in net sales is primarily attributed to lower average selling prices of $646.6 million, the economic value of solar tax credits to be transferred to certain customers of $30.4 million and the unfavorable impact of foreign exchange rates of $15.1 million.
The decrease in net sales is primarily attributed to decreased average selling prices of $381.8 million and divestitures of $9.3 million.
Removed
Recent Acquisitions . In addition to our organic growth, we have transformed the Company through acquisitions in recent years, allowing us to expand our product offerings with existing and new customers.
Added
Import tariffs and potential import tariffs have resulted or may result in increased prices for imported goods and raw materials and, in some cases, may result or have resulted in price increases for domestically sourced goods and materials.
Removed
In accordance with accounting principles generally accepted in the United States of America (“GAAP”), the results of our acquisitions are reflected in our financial statements from the date of each acquisition forward. Our acquisition strategy has focused primarily on growing market share by complementing our existing portfolio with synergistic products and expanding into end-markets that we have not previously served.
Added
Changes in U.S. trade policy have resulted and could result in additional reactions from U.S. trading partners, including adopting responsive trade policies making it more difficult or costly for us to export our products or import goods and materials from those countries.
Removed
In total, we have invested $424.6 million in acquisitions since 2022. We expect to continue to pursue synergistic acquisitions as part of our growth strategy to expand our product offerings. See Note 3, “Acquisitions” to the accompanying consolidated financial statements included elsewhere in this Annual Report. Foreign Currencies .
Added
These measures could also result in increased costs for goods imported into the U.S. or may cause us to adjust our worldwide supply chain. Either of these could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices, result in lowering our margin on products sold. Working Capital.
Removed
Fiscal 2023 Compared to Fiscal 2022 The results of operations for the fiscal years ended September 30, 2023 and September 30, 2022 were as follows: Fiscal year ended ($ in thousands) September 30, 2023 September 30, 2022 Change ($) Change (%) Net sales $ 3,518,761 $ 3,913,949 $ (395,188) (10.1) % Cost of sales 2,179,260 2,273,924 (94,664) (4.2) % Gross profit 1,339,501 1,640,025 (300,524) (18.3) % Selling, general and administrative 388,206 370,044 18,162 4.9 % Intangible asset amortization 57,804 36,176 21,628 59.8 % Operating income 893,491 1,233,805 (340,314) (27.6) % Interest expense, net 35,232 30,676 4,556 14.9 % Other (income) and expense, net 7,969 (490) 8,459 (1,726.3) % Income before income taxes 850,290 1,203,620 (353,330) (29.4) % Income tax expense 160,391 290,186 (129,795) (44.7) % Net income $ 689,899 $ 913,434 $ (223,535) (24.5) % Net sales Change (%) Volume 3.2 % Average selling prices (16.5) % Acquisitions 4.3 % Other (1.1) % Net sales (10.1) % Net sales for fiscal 2023 decreased $395.2 million to $3,518.8 million, a decrease of 10.1%, compared to $3,913.9 million for fiscal 2022.
Added
Divestitures and restructuring. On September 29, 2025, we announced our intention to reduce costs through headcount reductions, site closures and strategic divestitures. As of September 30, 2025, we have accrued $1.3 million of costs related to the aforementioned restructuring activity. We also recognized a $66.7 million impairment charge related to the potential sale of the HDPE business.
Removed
These decreases are partially offset by increased net sales of $168.9 million from companies acquired during fiscal 2022 and 2023 higher sales volume of $125.1 million across varying product categories within both the Electrical and the Safety & Infrastructure segments.
Added
We expect to incur additional restructuring costs in fiscal 2026 and may incur additional losses related to divestiture activity. Foreign Currencies .
Removed
The decrease was primarily due to lower input costs of steel, copper and PVC resin of $337.8 million and the impact of foreign exchange rates of $13.0 million partially offset by recent acquisitions during fiscal 2022 and 2023 of $130.3 million and higher sales volume of $107.7 million.
Added
Results of Operations Fiscal 2025 Compared to Fiscal 2024 The results of operations for the fiscal years ended September 30, 2025 and September 30, 2024 were as follows: Fiscal year ended ($ in thousands) September 30, 2025 September 30, 2024 Change ($) Change (%) Net sales $ 2,850,378 $ 3,202,053 $ (351,675) (11.0) % Cost of sales 2,174,286 2,124,214 50,072 2.4 % Gross profit 676,092 1,077,839 (401,747) (37.3) % Selling, general and administrative 396,609 397,544 (935) (0.2) % Intangible asset amortization 41,924 55,511 (13,587) (24.5) % Asset impairment charges 214,386 — 214,386 100 % Operating income 23,173 624,784 (601,611) (96.3) % Interest expense, net 33,269 35,584 (2,315) (6.5) % Loss on extinguishment of debt 795 — 795 100 % Other expense, net 7,699 1,963 5,736 292.2 % Income before income taxes (18,590) 587,237 (605,827) (103.2) % Income tax (benefit) expense (3,415) 114,365 (117,780) (103.0) % Net income $ (15,175) $ 472,872 $ (488,047) (103.2) % Net sales Change (%) Volume 0.7 % Average selling prices (11.9) % Solar energy tax credits 0.5 % Divestitures (0.3) % Net sales (11.0) % Net sales for fiscal 2025 decreased $351.7 million to $2,850.4 million, a decrease of 11.0%, compared to $3,202.1 million for fiscal 2024.
Removed
Intangible asset amortization Intangible asset amortization expense increased $21.6 million, or 59.8%, to $57.8 million for fiscal 2023 compared to $36.2 million for fiscal 2022. The increase in intangible asset amortization is primarily driven by the acquisition of definite-lived intangible assets through businesses acquired in fiscal 2022 and 2023.
Added
The increase was primarily due to a decrease in the benefit of solar tax credits of $25.6 million, increased freight costs of $19.1 million and higher sales volume of $17.1 million and partially offset by lower input costs of $10.1 million.
Removed
Interest expense, net Interest expense, net, increased $4.6 million, or 14.9% to $35.2 million for fiscal 2023, compared to $30.7 million for fiscal 2022. The increase is primarily due to increased interest rates on the Company’s New Senior Secured Term Loan Facility.
Added
Selling, general and administrative Selling, general and administrative expenses decreased $0.9 million, or 0.2%, to $396.6 million for fiscal 2025, compared to $397.5 million for fiscal 2024.
Removed
Other (income) and expense, net Other income, net increased $8.5 million to expense of $8.0 million for fiscal 2023, compared to income of $0.5 million for fiscal 2022. The increase in expense was primarily due to impairments recognized in connection with the Company’s plans to exit from operations in Russia of $7.5 million.
Added
Asset impairment charges Asset impairment charges increased to $214.4 million for fiscal 2025, compared to no asset impairment charges for fiscal 2024.
Removed
Adjusted EBITDA Adjusted EBITDA decreased $35.2 million, or 25.4%, to $103.2 million for fiscal 2023 compared to $138.4 million for fiscal 2022. The Adjusted EBITDA decrease was primarily due to lower average selling prices and over input costs and the impacts of solar tax credits transferred to certain customers.
Added
The asset impairment charges were primarily related to the impairment of HDPE assets of $194.5 million as described in Note 14, “Fair Value Measurements” and the impairment of goodwill on the Mechanical reporting unit of $18.9 million as described in Note 12, “Goodwill and Intangible Assets.” Interest expense, net Interest expense, net decreased $2.3 million, or 6.5% to $33.3 million for fiscal 2025, compared to $35.6 million for fiscal 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Additionally, if the ABL Credit Facility were fully utilized, the margin we pay on borrowings would increase by 0.3% from the current level and we would incur additional interest expense of $1 million. 53 Credit Risk We are exposed to credit risk on accounts receivable balances. This risk is mitigated due to our large, diverse customer base.
Additionally, if the ABL Credit Facility were fully utilized, the margin we pay on borrowings would increase by 0.1% from the current level and we would incur additional interest expense of $0.3 million. Credit Risk We are exposed to credit risk on accounts receivable balances. This risk is mitigated due to our large, diverse customer base.
With the exception of certain foreign denominated intercompany loans, we generally do not use derivative instruments to hedge translation risks in the ordinary course of business, including the risk related to earnings of foreign subsidiaries. Due to limited cross border transactions, we do not experience material foreign exchange transactional gains or losses. 54
With the exception of certain foreign denominated intercompany loans, we generally do not use derivative instruments to hedge translation risks in the ordinary course of business, including the risk related to earnings of foreign subsidiaries. Due to limited cross border transactions, we do not experience material foreign exchange transactional gains or losses. 55
As of September 30, 2024, assuming availability was fully utilized, each one percentage point change in interest rates would result in an approximately $3.3 million change in annual interest expense on the ABL Credit Facility.
As of September 30, 2025, assuming availability was fully utilized, each one percentage point change in interest rates would result in an approximately $3.3 million change in annual interest expense on the ABL Credit Facility.
As of September 30, 2023, Sonepar USA represented 14% and CED National represented 11% of the Company’s accounts receivable with no significant amounts past due. See Note 17, “Segment Information” to the accompanying consolidated financial statements included elsewhere in this Annual Report. We maintain provisions for potential credit losses and such losses to date have normally been within our expectations.
As of September 30, 2024, Sonepar USA represented 17% and CED National represented 11% of the Company’s accounts receivable with no significant amounts past due. See Note 18, “Segment Information” to the accompanying consolidated financial statements included elsewhere in this Annual Report. We maintain provisions for potential credit losses and such losses to date have normally been within our expectations.
As of September 30, 2024, SOFR exceeded 1.00%; therefore, each one percentage point change in interest rates would result in an approximately $3.8 million change in the annual interest expense on our Senior Secured Term Loan Facility.
As of September 30, 2025, SOFR exceeded 54 1.00%; therefore, each one percentage point change in interest rates would result in an approximately $3.8 million change in the annual interest expense on our Senior Secured Term Loan Facility.
In fiscal 2024, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 40% of our net sales. As of September 30, 2024, Sonepar USA represented 17% and CED National represented 11% of the Company’s accounts receivable, with no significant amounts past due.
In fiscal 2025, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 40% of our net sales. As of September 30, 2025, Sonepar USA represented 13% and CED National represented 12% of the Company’s accounts receivable, with no significant amounts past due.
As a result, we are exposed to fluctuations in interest rates to the extent of our net borrowings under the New Senior Secured Term Loan, which were $373.0 million at September 30, 2024.
On September 29, 2025, the Company entered into an amendment of its New Senior Secured Term Loan, extending the maturity and amending the interest rate as described in Note 14, “Debt.” As a result, we are exposed to fluctuations in interest rates to the extent of our net borrowings under the New Senior Secured Term Loan, which were $373.0 million at September 30, 2025.

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