atkr-20240507

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2024

(Exact name of registrant as specified in its charter)

Delaware

001-37793

90-0631463

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

16100 South Lathrop Avenue, Harvey, Illinois 60426

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $.01 par value per share	ATKR	New York Stock Exchange

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.*

On May 7, 2024, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company’s financial results for its fiscal 2024 second quarter ended March 29, 2024. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.*

The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on May 7, 2024 and may be used by Atkore in various other presentations to investors.

Item 9.01. Financial Statements and Exhibits.*


Exhibit No.						Description of Exhibit

99.1						Press Release, dated May 7, 2024.
99.2						Presentation to investors, dated May 7, 2024.
104						Inline XBRL for the cover page of this Current Report on Form 8-K
*						In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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

By: /s/ Daniel S. Kelly

Daniel S. Kelly
Vice President, General Counsel and Secretary

Atkore Inc. Announces Second Quarter 2024 Results

•Net sales of $792.9 million, down 11.5% versus prior year

•Net income per diluted share decreased by $0.64 versus prior year to $3.67; Adjusted net income per diluted share decreased by $0.79 versus prior year to $4.08

•Net income decreased by $36.2 million versus prior year to $138.0 million; Adjusted EBITDA decreased by $64.1 million versus prior year to $211.9 million

•Full-year Adjusted EBITDA outlook adjusted to $850 - $900 million; Adjusted net income per diluted share outlook adjusted to $16.00 - $17.00

•On May 2, 2024, Atkore’s Board of Directors declared a quarterly cash dividend of $0.32 per share of common stock payable on May 31, 2024, to stockholders of record on May 21, 2024.

HARVEY, IL. — May 7, 2024 (BUSINESS WIRE) - Atkore Inc. (the “Company” or “Atkore”) (NYSE: ATKR) announced earnings for its fiscal 2024 second quarter ended March 29, 2024.

“Atkore achieved solid results in the second quarter having met our projections for Net Sales and exceeding our projections for Adjusted EBITDA and Adjusted Diluted EPS we presented in February,” said Bill Waltz, Atkore President and Chief Executive Officer. “Organic volume grew 6% for the first half of the year while down 1% for the second quarter. We continue to execute our capital deployment model by investing in our business and returning capital to shareholders. We repurchased $59 million in stock during Q2 for a total of over $150 million repurchased year to date in fiscal 2024.”

Waltz continued, “As we reflect on the first half of our fiscal 2024, I am pleased with the results we’ve been able to achieve. Looking forward to the second half of fiscal 2024, we are adjusting our projections for both Adjusted EBITDA and Adjusted Diluted EPS due to several factors impacting our HDPE and solar-related initiatives. With a great team, market leading product portfolio and strategy supported by secular tailwinds, we are excited about what’s yet to come at Atkore.”

2024 Second Quarter Results


	Three months ended
(in thousands)	March 29, 2024		March 31, 2023		Change		% Change
Net sales
Electrical	$	590,820	$	680,965	$	(90,145)	(13.2)	%
Safety & Infrastructure	202,419		215,054		(12,635)		(5.9)	%
Eliminations	(328)		(85)		(243)		285.9	%
Consolidated operations	$	792,911	$	895,934	$	(103,023)	(11.5)	%

Net income	$	137,955	$	174,194	$	(36,239)	(20.8)	%


Adjusted EBITDA
Electrical	$	195,752	$	256,883	$	(61,131)	(23.8)	%
Safety & Infrastructure	25,529		33,194		(7,665)		(23.1)	%
Unallocated	(9,367)		(14,036)		4,669		(33.3)	%
Consolidated operations	$	211,914	$	276,041	$	(64,127)	(23.2)	%

Net sales decreased by $103.0 million or 11.5% to $792.9 million for the three months ended March 29, 2024, compared to $895.9 million for the three months ended March 31, 2023. The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $85.5 million as a result of expected pricing normalization, the economic value of solar tax credits to be transferred to certain customers of $10.8 million, and decreased sales volume of $7.5 million.

Gross profit decreased by $61.3 million, or 17.4%, to $291.6 million for the three months ended March 29, 2024, as compared to $352.9 million for the prior-year period. Gross margin decreased to 36.8% for the three months ended March 29, 2024, as compared to 39.4% for the prior-year period. Gross profit decreased primarily due to declines in average selling prices of $85.5 million partially offset by declines in input costs of $34.0 million.

Net income decreased by $36.2 million, or 20.8%, to $138.0 million for the three months ended March 29, 2024 compared to $174.2 million for the prior-year period primarily due to lower gross profit partially offset by lower income tax expense.

Adjusted EBITDA decreased by $64.1 million, or 23.2%, to $211.9 million for the three months ended March 29, 2024 compared to $276.0 million for the three months ended March 31, 2023. The decrease was primarily due to lower gross profit.

Net income per diluted share prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) was $3.67 for the three months ended March 29, 2024, as compared to $4.31 in the prior-year period. Adjusted net income per diluted share decreased by $0.79 to $4.08 for the three months ended March 29, 2024, as compared to $4.87 in the prior year period. The decrease in diluted earnings per share is primarily attributed to lower net income.

Net sales decreased by $90.1 million, or 13.2%, to $590.8 million for the three months ended March 29, 2024 compared to $681.0 million for the three months ended March 31, 2023. The decrease in net sales is primarily attributed to decreased average selling prices of $87.1 million as a result of expected pricing normalization and decreased sales volume of $3.8 million.

Adjusted EBITDA for the three months ended March 29, 2024 decreased by $61.1 million, or 23.8%, to $195.8 million from $256.9 million for the three months ended March 31, 2023. Adjusted EBITDA margin decreased to 33.1% for the three months ended March 29, 2024 compared to 37.7% for the three months ended March 31, 2023. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the decrease in average selling prices outpacing decreases in input costs.

Safety & Infrastructure

Net sales decreased by $12.6 million, or 5.9%, for the three months ended March 29, 2024 to $202.4 million compared to $215.1 million for the three months ended March 31, 2023. The decrease is primarily attributed to lower volumes of $3.7 million, and the economic value of solar tax credits to be transferred to certain customers of $10.8 million, partially offset by increased average selling prices of $1.6 million.

Adjusted EBITDA decreased by $7.7 million, or 23.1%, to $25.5 million for the three months ended March 29, 2024 compared to $33.2 million for the three months ended March 31, 2023. Adjusted EBITDA margin decreased to 12.6% for the three months ended March 29, 2024 compared to 15.4% for the three months ended March 31, 2023. The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to higher average input costs over increased average selling prices.

Liquidity & Capital Resources

On January 30, 2024, the Board of Directors of Atkore Inc. declared a quarterly cash dividend of $0.32 per share of common stock to stockholders of record on February 27, 2024, which was paid on March 15, 2024.

On May 2, 2024, the board of directors declared a quarterly cash dividend of $0.32 per share of common stock payable on May 31, 2024, to stockholders of record on May 21, 2024.

The Company is adjusting its estimate for fiscal year 2024 Adjusted EBITDA to be approximately $850 million to $900 million, and adjusting its estimate for Adjusted net income per diluted share to $16.00 - $17.00.

The Company notes that this perspective may vary due to changes in assumptions or market conditions and other factors described under “Forward-Looking Statements.”

Conference Call Information

Atkore management will host a conference call today, May 7, 2024, at 8 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (888) 596-4144 (domestic) or (646) 968-2525 (international). The call will be available for replay until May 21, 2024. The replay can be accessed by dialing (800) 770-2030 for domestic callers, or for international callers, (609) 800-9909. The passcode for the live call and the replay is 5952899.

Interested investors and other parties can also listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company’s website at https://investors.atkore.com. The online replay will be available on the same website immediately following the call.

To learn more about the Company, please visit the Company’s website at https://investors.atkore.com.

Atkore is a leading manufacturer of electrical products for commercial, industrial, data center, telecommunications, and solar applications. With 5,600 employees and $3.5B in sales in fiscal year 2023, we deliver sustainable solutions to meet the growing demands of electrification and digital transformation. To learn more, please visit www.atkore.com.

Vice President - Communications

AtkoreCommunications@atkore.com

Vice President - Treasury & Investor Relations

Investors@atkore.com

1 Reconciliations of the forward-looking full-year 2024 outlook for Adjusted EBITDA and Adjusted net income per diluted share are not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations.

Forward-Looking Statements

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

A number of important factors, including, without limitation, the risks and uncertainties disclosed in the Company’s filings with the U.S. Securities and Exchange Commission including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation: declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate; weakness or another downturn in the United States non-residential construction industry; widespread outbreak of diseases, 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; failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets; the incurrence of additional expenses, increases in the 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; failure to generate cash sufficient to pay dividends; 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 from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information

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

Adjusted EBITDA and Adjusted EBITDA Margin

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

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

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

Adjusted Net Income and Adjusted Net Income per Share

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

and diluted net income per share excluding the per share impact of stock-based compensation, intangible asset amortization, certain legal matters and other items, and the income tax expense or benefit on the foregoing adjustments that are subject to income tax.

We define free cash flow as net cash provided by (used in) operating activities, less capital expenditures. We believe that Free Cash Flow provides meaningful information regarding the Company’s liquidity.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


	Three months ended				Six months ended
(in thousands, except per share data)	March 29, 2024		March 31, 2023		March 29, 2024		March 31, 2023
Net sales	$	792,911	$	895,934	$	1,591,392	$	1,729,755
Cost of sales	501,336		543,052		1,009,277		1,042,520
Gross profit	291,575		352,882		582,115		687,235
Selling, general and administrative	98,544		98,201		199,160		188,178
Intangible asset amortization	14,221		14,790		28,688		27,586
Operating income	178,810		239,891		354,267		471,471
Interest expense, net	8,321		8,475		16,114		17,963

Other expense, net	730		3,858		742		3,899
Income before income taxes	169,759		227,558		337,411		449,609
Income tax expense	31,804		53,364		61,076		101,923
Net income	$	137,955	$	174,194	$	276,335	$	347,686

Net income per share
Basic	$	3.71	$	4.37	$	7.37	$	8.63
Diluted	$	3.67	$	4.31	$	7.28	$	8.52

CONDENSED CONSOLIDATED BALANCE SHEETS


(in thousands, except share and per share data)	March 29, 2024		September 30, 2023
Assets
Current Assets:
Cash and cash equivalents	$	368,050	$	388,114
Accounts receivable, less allowance for current and expected credit losses of $5,330 and $5,179, respectively	509,157		559,854
Inventories, net	564,159		493,852
Prepaid expenses and other current assets	133,927		96,670
Total current assets	1,575,293		1,538,490
Property, plant and equipment, net	598,952		559,041
Intangible assets, net	366,359		394,372
Goodwill	312,191		311,106
Right-of-use assets, net	150,737		120,747
Deferred tax assets	546		546
Other long-term assets	10,650		10,707
Total Assets	$	3,014,728	$	2,935,009
Liabilities and Equity
Current Liabilities:

Accounts payable	265,489		292,734
Income tax payable	3,274		6,322
Accrued compensation and employee benefits	39,144		45,576
Customer liabilities	109,722		121,576
Lease obligations	20,781		16,230
Other current liabilities	71,993		82,166
Total current liabilities	510,403		564,604
Long-term debt	763,762		762,687
Long-term lease obligations	133,892		105,517
Deferred tax liabilities	20,074		22,346


Other long-term liabilities	14,701		11,736
Total Liabilities	1,442,832		1,466,890
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 36,634,390 and 37,317,893 shares issued and outstanding, respectively	367		374
Additional paid-in capital	497,651		506,783
Retained earnings	1,102,910		994,902
Accumulated other comprehensive loss	(29,032)		(33,940)
Total Equity	1,571,896		1,468,119
Total Liabilities and Equity	$	3,014,728	$	2,935,009

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six months ended
(in thousands)	March 29, 2024		March 31, 2023
Operating activities:
Net income	$	276,335	$	347,686
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	58,475		54,566
Deferred income taxes	(2,613)		6,910
Stock-based compensation	9,785		12,133
Amortization of right-of-use assets	13,442		8,234
(Gain) Loss on disposal of property, plant and equipment	(471)		(1)

Other non-cash adjustments to net income	5,743		(4,561)
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	51,536		(502)
Inventories	(72,964)		47,126
Prepaid expenses and other current assets	(9,080)		(8,961)
Accounts payable	(22,708)		(2,279)
Accrued and other liabilities	(34,170)		(61,771)
Income taxes	(29,945)		5,860
Other, net	1,958		(1,044)
Net cash provided by operating activities	245,323		403,396
Investing activities:
Capital expenditures	(73,546)		(72,690)

Proceeds from sale of properties and equipment	548		1
Acquisition of businesses, net of cash acquired	(5,973)		(83,385)

Net cash used in investing activities	(78,971)		(156,074)
Financing activities:




Issuance of common stock, net of shares withheld for tax	(18,912)		(14,434)
Repurchase of common stock	(156,004)		(269,168)
Finance lease payments	(894)		(660)
Dividends paid to shareholders	(11,719)		—

Net cash used for financing activities	(187,529)		(284,262)
Effects of foreign exchange rate changes on cash and cash equivalents	1,113		2,531
Decrease in cash and cash equivalents	(20,064)		(34,409)
Cash and cash equivalents at beginning of period	388,114		388,751
Cash and cash equivalents at end of period	$	368,050	$	354,342


	Six months ended
(in thousands)	March 29, 2024		March 31, 2023
Supplementary Cash Flow information
Capital expenditures, not yet paid	$	3,632	$	8,129
Operating lease right-of-use assets obtained in exchange for lease liabilities	$	37,039	$	30,430
Acquisitions of businesses, not yet paid	$	—	$	14,125
Free Cash Flow:
Net cash provided by operating activities	$	245,323	$	403,396
Capital expenditures	(73,546)		(72,690)
Free Cash Flow:	$	171,777	$	330,706

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


	Three months ended				Six months ended
(in thousands)	March 29, 2024		March 31, 2023		March 29, 2024		March 31, 2023
Net income	$	137,955	$	174,194	$	276,335	$	347,686
Interest expense, net	8,321		8,475		16,114		17,963
Income tax expense	31,804		53,364		61,076		101,923
Depreciation and amortization	29,455		28,598		58,475		54,566

Stock-based compensation	5,028		6,863		9,785		12,133



Other (a)	(649)		4,547		3,653		5,615
Adjusted EBITDA	$	211,914	$	276,041	$	425,438	$	539,886

(a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed May 9, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

The following table presents reconciliations of Net sales and calculations of Adjusted EBITDA Margin by segment for the periods presented:


	Three months ended
	March 29, 2024						March 31, 2023
(in thousands)	Net sales		Adjusted EBITDA		Adjusted EBITDA Margin		Net sales		Adjusted EBITDA		Adjusted EBITDA Margin
Electrical	$	590,820	$	195,752	33.1	%	$	680,965	$	256,883	37.7	%
Safety & Infrastructure	202,419		25,529		12.6	%	215,054		33,194		15.4	%
Eliminations	(328)						(85)
Consolidated operations	$	792,911					$	895,934


	Six months ended
	March 29, 2024						March 31, 2023
(in thousands)	Net sales		Adjusted EBITDA		Adjusted EBITDA Margin		Net sales		Adjusted EBITDA		Adjusted EBITDA Margin
Electrical	$	1,184,481	$	400,112	33.8	%	$	1,319,670	$	500,720	37.9	%
Safety & Infrastructure	407,545		45,042		11.1	%	410,313		66,597		16.2	%
Eliminations	(634)						(228)
Consolidated operations	$	1,591,392					$	1,729,755

ADJUSTED NET INCOME PER DILUTED SHARE

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


	Three months ended				Six months ended
(in thousands, except per share data)	March 29, 2024		March 31, 2023		March 29, 2024		March 31, 2023
Net income	$	137,955	$	174,194	$	276,335	$	347,686
Stock-based compensation	5,028		6,863		9,785		12,133
Intangible asset amortization	14,221		14,790		28,688		27,586

Other (a)	(939)		4,276		2,673		4,374
Pre-tax adjustments to net income	18,310		25,929		41,146		44,093
Tax effect	(4,578)		(6,482)		(10,287)		(11,023)
Adjusted net income	$	151,687	$	193,641	$	307,195	$	380,756

Diluted weighted average common shares outstanding	37,166		39,749		37,455		40,182
Net income per diluted share	$	3.67	$	4.31	$	7.28	$	8.52
Adjusted net income per diluted share	$	4.08	$	4.87	$	8.20	$	9.48

(a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed May 9, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

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

TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months (TTM) ended March 29, 2024:


	TTM		Three months ended
(in thousands)	March 29, 2024		March 29, 2024		December 29, 2023		September 30, 2023		June 30, 2023
Net income	$	618,549	$	137,955	$	138,381	$	140,925	$	201,288
Interest expense, net	33,384		8,321		7,793		8,588		8,682
Income tax expense	119,544		31,804		29,272		39,537		18,931
Depreciation and amortization	119,433		29,455		29,020		30,853		30,105

Stock-based compensation	18,752		5,028		4,757		3,001		5,966



Other (a)	18,014		(649)		4,300		9,074		5,289

Adjusted EBITDA	$	927,676	$	211,914	$	213,523	$	231,978	$	270,262

(a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed May 9, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

2© Atkore This presentation is provided for general informational purposes only and it does not include every item which may be of interest, nor does it purport to present full and fair disclosure with respect to Atkore Inc. (the “Company” or “Atkore”) or its operational and financial information. Atkore expressly disclaims any current intention to update any forward-looking statements contained in this presentation as a result of new information or future events or developments or otherwise, except as required by federal securities laws. This presentation is not a prospectus and is not an offer to sell securities. This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements appearing throughout this presentation include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or any other litigation; and the impact of prevailing economic conditions. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” and other comparable terms. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties disclosed in the Company’s filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Because of these risks, we caution that you should not place undue reliance on any of our forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Further, any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to revise the forward-looking statements in this presentation after the date of this presentation. Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third-party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations which we believe to be reasonable, but you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. This presentation should be read along with the historical financial statements of Atkore, including the most recent audited financial statements. Historical results may not be indicative of future results. We use non-GAAP financial measures to help us describe our operating and financial performance. These measures may include Adjusted EBITDA, Adjusted EBITDA margin (Adjusted EBITDA over Net sales), Net debt (total debt less cash and cash equivalents), Adjusted Net Income Per Diluted Share (also referred to as “Adjusted Diluted EPS”), Leverage ratio (net debt or total debt less cash and cash equivalents, over Adjusted EBITDA on trailing twelve month (“TTM”) basis), Free Cash Flow (net cash provided by operating activities less capital expenditures) and Return on Capital to help us describe our operating and financial performance. These non-GAAP financial measures are commonly used in our industry and have certain limitations and should not be construed as alternatives to net income, total debt, net cash provided by operating activities, return on assets, and other income data measures as determined in accordance with generally accepted accounting principles in the United States, or GAAP, or as better indicators of operating performance. These non-GAAP financial measures as defined by us may not be comparable to similarly-titled non-GAAP measures presented by other companies. Our presentation of such non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. See the appendix to this presentation for a reconciliation of the non-GAAP financial measures presented herein to the most comparable financial measures as determined in accordance with GAAP. Fiscal Periods - The Company has a fiscal year that ends on September 30th. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters typically end on the last Friday in December, March and June. Cautionary Statements

3© Atkore Solid Results in Q2 2024 1. See non-GAAP reconciliation in appendix. 456 640 983 896 793 Q2 2020 Q2 2021 Q2 2022 Q2 2023 Q2 2024 -11% 39 125 233 174 138 Q2 2020 Q2 2021 Q2 2022 Q2 2023 Q2 2024 -21% 87 193 346 276 212 Q2 2020 Q2 2021 Q2 2022 Q2 2023 Q2 2024 -23% 0.99 2.79 5.39 4.87 4.08 Q2 2020 Q2 2021 Q2 2022 Q2 2023 Q2 2024 -16% Net Sales $M Net Income $M Adjusted EBITDA1 $M Adjusted Diluted EPS1 $/share 0.80 2.58 5.08 4.31 3.67 Q2 2020 Q2 2021 Q2 2022 Q2 2023 Q2 2024 -15% Diluted EPS $/share Organic volume down 1% in Q2 2024 compared to the prior year; volume up 6% YTD in FY 2024 Q2 2024 Net Sales within projections; Adjusted EBITDA and Adjusted Diluted EPS exceeded previous Outlook Capital deployment execution – repurchased $59M in stock in Q2 2024 for a total of over $150M repurchased YTD in FY 2024; completed first quarterly cash dividend payment of approximately $12M Adjusting midpoint of FY 2024 Outlook Business Update

4© Atkore Q2 Income Statement Summary 1. See non-GAAP reconciliation in appendix. 2. Adjusted EBITDA Margin is Adjusted EBITDA as a percentage of Net Sales. ($’s in millions) Q2 2024 Q2 2023 Y/Y Change Y/Y % Change Net Sales $792.9 $895.9 ($103.0) (11.5%) Operating Income $178.8 $239.9 ($61.1) (25.5%) Net Income $138.0 $174.2 ($36.2) (20.8%) Adjusted EBITDA1 $211.9 $276.0 ($64.1) (23.2%) Adjusted EBITDA Margin2 26.7% 30.8% (410 bps) - Tax Rate 18.7% 23.5% (480 bps) - Net Income Per Share (Diluted) $3.67 $4.31 ($0.64) (14.8%) Adjusted Diluted EPS1 $4.08 $4.87 ($0.79) (16.2%)

5© Atkore Consolidated Atkore Bridges 1. “Other” may include items such as F/X, M&A, productivity, investments, interest and tax rate. 2. See non-GAAP reconciliation in appendix. Adjusted EBITDA Bridge2 Net Sales BridgeQ2 2024 $8 $86 $11 $2 2023 Volume/Mix Price Solar Credit Other1 2024 $896M $793M $5 $86 $21 $2 $6 2023 Volume/Mix Price Cost Changes Solar Credit Other1 2024 $276M $212M Net Sales % Change Adjusted Diluted EPS Bridge2 Volume/Mix (0.8%) Price (9.5%) Solar Credit (1.2%) Total (11.5%) $4.87 $4.08 $1.37 $0.24 $0.27 $0.07 2023 Quarterly Results Solar Credit Share Count Other1 2024

6© Atkore Key Product Area Trends & Review 31% 21% 21% 14% 13% $1,591M Plastic Pipe, Conduit & Fittings Metal Framing, Cable Management & Construction Services Metal Electrical Conduit & Fittings Electrical Cable & Flexible Conduit 1. Sales of “Other Electrical products” and “Other Safety & Infrastructure products” have been allocated and included in the presentation of the product area groupings listed for presentation purposes. Source: Management estimates. + MSD% + LSD% + HSD% + LSD% + DD% + 6% Mechanical Tube & Other PVC related product volume up double digits year to date due to strong performance from our non-electrical PVC products Demand for HDPE telecom related products remains challenged as the industry awaits rollout of government stimulus funding for broadband access Strong start to FY 2024 Growth led by megaprojects in the U.S. and internationally Modest growth in alignment with expectations Strong volume performance with solar-related product volumes continuing to ramp from our Hobart, Indiana facility Volume/Mix % FY 2024 YTD vs. FY 2023 YTD Product Area Review & Key Comments FY 2024 YTD Net Sales by Key Product Area1

7© Atkore Segment Results $4 $87 2023 Volume/Mix Price Other1 2024 $681M $591M$1 Q2 Net Sales Bridge $4 $2 $11 2023 Volume/Mix Price Solar Credit 2024 $215M $202M Q2 Net Sales Bridge Electrical Safety & Infrastructure ($’s in millions) Q2 2024 Q2 2023 Y/Y Change Net Sales $590.8 $681.0 (13.2%) Adjusted EBITDA $195.8 $256.9 (23.8%) Adjusted EBITDA Margin 33.1% 37.7% (460 bps) ($’s in millions) Q2 2024 Q2 2023 Y/Y Change Net Sales $202.4 $215.1 (5.9%) Adjusted EBITDA $25.5 $33.2 (23.1%) Adjusted EBITDA Margin 12.6% 15.4% (280 bps) 1. “Other” may include items such as F/X, M&A, productivity, investments, interest and tax rate. Includes ~$3M related to start-up costs at our new Indiana facility

8© Atkore FY24 YTD Cash Bridge $M Cash & Balance Sheet Summary $245 $74 $156 $12 $23 FY23 YE Cash Balance Cash Flow From Operating Activities Capital Expenditures Stock Repurchases Dividend Payment Net Other Uses of Cash FY24 YTD Cash Balance $388M $368M Debt Maturity Profile $M $325 $373 $400 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 Undrawn Asset Based Loan Senior Secured Term Loan Senior Notes Atkore’s strong balance sheet enables continued execution of our capital deployment model with cash generated by the business.

9© Atkore Solar megatrend represents a growth opportunity for manufacturing torque tubes; Atkore’s investment in manufacturing capacity will provide the necessary capacity to meet the increased demand The new Hobart, IN facility is central to supporting the growth from solar and other large tube applications Atkore’s FY 2024 full-year performance expectations have been adjusted to align with the projected output of torque tubes HDPE-related products expected to be a strong future growth driver given the significant secular tailwinds Demand recovery projected in FY 2025 in part due to the rollout of government stimulus funding Atkore’s FY 2024 full-year performance expectations have been adjusted to align with the current product-specific market challenges as end users work through excess levels of inventory Solar Related Torque Tube Capacity HDPE Power & Telecommunications Update on Category Expansion Initiatives Status update & timing of financial benefits related to key category expansion initiatives FY 2024 Current Estimate vs. Original Guidance Volume Net Sales Adjusted EBITDA FY 2024 Current Estimate vs. Original Guidance Volume Price vs. Cost Adjusted EBITDA

10© Atkore Updated FY 2024 Outlook Outlook Summary 1. Reconciliations of the forward-looking quarterly and full-year 2024 outlook for Adjusted EBITDA and Adjusted Diluted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. 2. Represents weighted-average shares outstanding in millions used in calculation of Adjusted Diluted EPS outlook. Outlook Items for Consolidated Atkore Q3 2024 Outlook FY 2024 Outlook Updates to FY 2024 Outlook Net Sales $815M – $835M $3.3B – $3.5B ($0.2B) Adjusted EBITDA1 $210M – $220M $850M – $900M ($50M) Adjusted Diluted EPS1 $3.85 – $4.05 $16.00 – $17.00 ($0.50) Interest Expense, net $35M – $39M Tax Rate ~22% ~21% – 24% Capital Expenditures $175M – $200M Stock Repurchases ≥$250M Diluted Shares Outstanding2 36M – 37M Expect mid to high single digit percentage volume growth for FY 2024. Amending FY 2024 Outlook to reflect impacts of certain growth-related initiatives.

11© Atkore Current bridging assumptions reflect updated projections from our growth initiatives related to HDPE and Solar Torque Tubes. Key Bridging Assumptions FY 2024 vs. FY 2023 1. Reconciliations of the forward-looking quarterly and full-year 2024 outlook for Adjusted EBITDA and Adjusted Diluted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. Accordingly, we are relying on the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K to exclude these reconciliations. Net Sales Adjusted EBITDA1 Volume Growth LDD% 25% – 30% Incremental Margin Price vs. Cost Down $275M – $325M Down $225M – $275M FY 2023 Solar Credit Plus $30M Plus $30M FY 2024 Solar Credit Down $80M – $100M Plus $20M – $40M Investment / FX / Other Down ~$10M Down $40M – $60M Current Bridging Assumptions – FY 2024 vs. FY 2023 Net Sales Adjusted EBITDA1 Volume Growth MSD% – HSD% 30% – 40% Incremental Margin Price vs. Cost Down $300M – $350M Down $250M – $300M FY 2023 Solar Credit Plus $30M Plus $30M FY 2024 Solar Credit Down $80M – $100M Plus $10M – $30M Investment / FX / Other Down ~$10M Down $30M – $50M Initial Bridging Assumptions – FY 2024 vs. FY 2023

13© Atkore Segment Information Three months ended March 29, 2024 March 31, 2023 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical $ 590,820 $ 195,752 33.1 % $ 680,965 $ 256,883 37.7 % Safety & Infrastructure 202,419 25,529 12.6 % 215,054 33,194 15.4 % Eliminations (328) (85) Consolidated operations $ 792,911 $ 895,934

14© Atkore Consolidated Atkore Inc. Adjusted Diluted EPS Reconciliation (Adjusted Net Income Per Diluted Share) Three months ended (in thousands, except per share data) March 29, 2024 March 31, 2023 March 25, 2022 March 26, 2021 March 27, 2020 Net income $ 137,955 $ 174,194 $ 233,477 $ 124,933 $ 39,193 Stock-based compensation 5,028 6,863 6,128 4,868 4,523 Intangible asset amortization 14,221 14,790 8,701 8,096 8,071 Other (a) (939) 4,276 (494) (2,855) (1,503) Pre-tax adjustments to net income 18,310 25,929 14,335 10,109 11,091 Tax effect (4,578) (6,482) (3,584) (2,527) (2,773) Adjusted net income $ 151,687 $ 193,641 $ 244,228 $ 132,515 $ 47,511 Weighted-average diluted common shares outstanding 37,166 39,749 45,280 47,547 48,095 Net income per diluted share $ 3.67 $ 4.31 $ 5.08 $ 2.58 $ 0.80 Adjusted net income per diluted share $ 4.08 $ 4.87 $ 5.39 $ 2.79 $ 0.99 (a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed May 9, 2023 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

15© Atkore Net Income to Adjusted EBITDA Reconciliation Consolidated Atkore Inc. Three months ended (in thousands) March 29, 2024 March 31, 2023 March 25, 2022 March 26, 2021 March 27, 2020 Net income $ 137,955 $ 174,194 $ 233,477 $ 124,933 $ 39,193 Interest expense, net 8,321 8,475 7,514 8,416 10,564 Income tax expense 31,804 53,364 78,613 38,304 13,100 Depreciation and amortization 29,455 28,598 19,994 19,265 18,478 Stock-based compensation 5,028 6,863 6,128 4,868 4,523 Other (a) (649) 4,547 440 (2,421) 1,148 Adjusted EBITDA $ 211,914 $ 276,041 $ 346,166 $ 193,365 $ 87,006 (a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the form 10-Q filed May 9, 2023 for additional information.), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

16© Atkore Trailing Twelve Month Adjusted EBITDA Consolidated Atkore Inc. TTM Three months ended (in thousands) March 29, 2024 March 29, 2024 December 29, 2023 September 30, 2023 June 30, 2023 Net income $ 618,549 $ 137,955 $ 138,381 $ 140,925 $ 201,288 Interest expense, net 33,384 8,321 7,793 8,588 8,682 Income tax expense 119,544 31,804 29,272 39,537 18,931 Depreciation and amortization 119,433 29,455 29,020 30,853 30,105 Stock-based compensation 18,752 5,028 4,757 3,001 5,966 Other (a) 18,014 (649) 4,300 9,074 5,289 Adjusted EBITDA $ 927,676 $ 211,914 $ 213,523 $ 231,978 $ 270,262 (a) Represents other items, such as inventory reserves and adjustments, loss on disposal of property, plant and equipment, release of indemnified uncertain tax positions, gain on purchase of business, loss on assets held for sale (includes loss on assets held for sale in Russia. See Note 11, “Goodwill and Intangible Assets” in the forms 10-Q filed August 8, 2023 for additional information), realized or unrealized gain (loss) on foreign currency impacts of intercompany loans and related forward currency derivatives, transaction and restructuring costs.

17© Atkore Total Debt to Net Debt Consolidated Atkore Inc. (in thousands) March 29, 2024 December 29, 2023 September 30, 2023 June 30, 2023 March 31, 2023 December 30, 2022 Long-term debt $ 763,762 $ 763,225 $ 762,687 $ 762,149 $ 761,612 $ 761,074 Total debt 763,762 763,225 762,687 762,149 761,612 761,074 Less cash and cash equivalents 368,050 380,922 $ 388,114 317,809 354,342 307,827 Net debt $ 395,712 $ 382,303 $ 374,573 $ 444,340 $ 407,270 $ 453,247

18© Atkore Free Cash Flow Reconciliation Consolidated Atkore Inc. Six months ended (in thousands) March 29, 2024 March 31, 2023 Net cash provided by operating activities $ 245,323 $ 403,396 Capital expenditures (73,546) (72,690) Free cash flow $ 171,777 $ 330,706

19© Atkore Abbreviations listed in alphanumeric order Glossary of Terms Abbreviation Description 1H First Half 2H Second Half ABS Atkore Business System Adj. Adjusted AI Artificial Intelligence B Billion Capex Capital Expenditures DD% Double Digit Percentage EBITDA Earnings Before Interest, Taxes, Depreciation, & Amortization EPS Earnings Per Share Est. Estimated Excl. Excluding FX or F/X Foreign Exchange FY Fiscal Year GGAM Government Grant Accounting Model HDPE High Density Polyethylene HSD% High Single Digit Percentage IPO Initial Public Offering Abbreviation Description LDD% Low Double Digit Percentage LSD% Low Single Digit Percentage M Million M&A Mergers & Acquisitions MSD% Mid Single Digit Percentage PVC Polyvinyl Chloride Q1 First Quarter Q2 Second Quarter Q3 Third Quarter Q4 Fourth Quarter RSC Regional Service Center S&I Safety & Infrastructure TTM Trailing Twelve Months U.S. United States of America USD United States Dollar #X Number of Times YE Year End YTD Year to Date


($ in thousands)	March 29, 2024		December 29, 2023		September 30, 2023		June 30, 2023		March 31, 2023		December 30, 2022

Long-term debt	$	763,762	$	763,225	$	762,687	$	762,149	$	761,612	$	761,074
Total debt	763,762		763,225		762,687		762,149		761,612		761,074
Less cash and cash equivalents	368,050		380,922		388,114		317,809		354,342		307,827
Net debt	$	395,712	$	382,303	$	374,573	$	444,340	$	407,270	$	453,247

TTM Adjusted EBITDA (a)	$	927,676	$	991,804	$	1,042,127	$	1,135,233	$	1,242,501	$	1,312,626




(a) TTM Adjusted EBITDA is equal to the sum of Adjusted EBITDA for the trailing four quarter period. . The reconciliation of Adjusted EBITDA for the quarter ended December 29, 2023 can be found in Exhibit 99.1 to form 8-K filed February 1, 2024 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended September 30, 2023 can be found in Exhibit 99.1 to form 8-K file November 17 2023 and is incorporated be reference herein. The reconciliation of Adjusted EBITDA for the quarter ended June 30, 2023 can be found in Exhibit 99.1 to form 8-K file August 8 2023 and is incorporated be reference herein. The reconciliation of Adjusted EBITDA for the quarter ended March 31, 2023 can be found in Exhibit 99.1 to form 8-K filed May 9, 2023 and is incorporated by reference herein. The reconciliation of Adjusted EBITDA for the quarter ended December 30, 2022 can be found in Exhibit 99.1 to form 8-K filed February 1, 2023 and is incorporated by reference herein.