S-1

As filed with the U.S. Securities and Exchange Commission on February 8, 2017

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Atkore International Group Inc.

(Exact name of registrant as specified in its charter)

Delaware	3699	90-0631463
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

16100 South Lathrop Avenue

Harvey, Illinois 60426

(708) 339-1610

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Daniel S. Kelly, Esq.

Vice President—General Counsel and Secretary

Atkore International Group Inc.

16100 South Lathrop Avenue

Harvey, Illinois 60426

(708) 339-1610

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Paul M. Rodel, Esq. Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000 Marc D. Jaffe, Esq. Wesley C. Holmes, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	Smaller reporting company	☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price Per Share(1)(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common stock, par value $0.01 per share	9,200,000	$26.81	$246,652,000	$28,587

(1) Includes shares/offering price of shares that may be sold upon exercise of the underwriters’ option to purchase additional shares.

(2) This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. These figures are estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The price shown is the average of the high and low sale prices for the registrant’s common stock on February 6, 2017 as reported on the New York Stock Exchange.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the U.S. Securities and Exchange Commission declares our registration statement effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 8, 2017

8,000,000 Shares

Atkore International Group Inc.

Common Stock

All of the 8,000,000 shares of common stock are being offered by the selling stockholder identified in this prospectus. We will not receive any of the proceeds from the sale of the shares being sold in this offering.

The common stock of Atkore International Group Inc. is listed on the New York Stock Exchange under the symbol “ATKR”. The last reported sale price of the common stock on February 7, 2017 was $26.31 per share.

Investing in our common stock involves risks. See “Risk Factors” beginning on page 15 of this prospectus to read about factors you should consider before buying shares of our common stock.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds, before expenses, to the selling stockholder	$	$

(1) See “Underwriting” for additional information regarding total underwriter compensation.

The underwriters also may purchase up to 1,200,000 additional shares from the selling stockholder at the public offering price less the underwriting discounts and commissions, within 30 days from the date of this prospectus. If the underwriters exercise their option to purchase additional shares, we will not receive any proceeds from the sale of such shares by the selling stockholder.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities described herein or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares to purchasers on or about                  , 2017.

Credit Suisse	Deutsche Bank Securities	J.P. Morgan
	UBS Investment Bank

Prospectus dated                  , 2017

TABLE OF CONTENTS

Presentation of Information	ii
Market and Industry Data	ii
Trademarks	ii
Prospectus Summary	1
The Offering	11
Summary Historical Consolidated Financial Data	12
Risk Factors	15
Special Note Regarding Forward-Looking Statements and Information	37
Use of Proceeds	40
Dividend Policy	41
Market Price of Our Common Stock	42
Capitalization	43
Selected Historical Consolidated Financial Data	44
Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
Business	75
Management	92
Executive Compensation	99
Principal and Selling Stockholders	117
Certain Relationships and Related Party Transactions	119
Description of Capital Stock	123
Shares Available for Future Sale	129
Description of Certain Indebtedness	131
U.S. Federal Income Tax Considerations for Non-U.S. Holders	136
Underwriting	140
Legal Matters	148
Experts	148
Where You Can Find More Information	148
Incorporation of Certain Information by Reference	149
Index to Consolidated Financial Statements	F-1

You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not, and the selling stockholder and the underwriters have not, authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. We, the selling stockholder and the underwriters take no responsibility for, and can provide no assurances as to the reliability of, any information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is only accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus and any sale of shares of our common stock.

i

PRESENTATION OF INFORMATION

Unless the context otherwise requires, the terms “we,” “us,” “our,” “Atkore,” and the “Company,” as used in this prospectus, refer to Atkore International Group Inc. and its consolidated subsidiaries. The term “AIH” refers to Atkore International Holdings Inc., our direct wholly-owned subsidiary. The term “AII” refers to Atkore International, Inc., our indirect wholly-owned subsidiary.

We account for a majority of our inventory using the last-in, first-out, or “LIFO,” method measured at the lower-of-cost-or-market value. We have adopted this accounting principle because the LIFO method of valuing inventories reflects how we monitor and manage our business and matches current costs and revenues. Certain of our subsidiaries made changes to their accounting principles to conform to our accounting principles.

We have a fiscal year that ends on September 30. It is the Company’s practice to establish quarterly closings using a 4-5-4 calendar. Our fiscal quarters end on the last Friday in December, March and June. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal 2016 was a 53-week fiscal year, which ended on September 30, 2016. Fiscal 2015 and 2014 were 52-week fiscal years, which ended on September 25, 2015 and September 26, 2014, respectively.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms and our own estimates based on our management’s knowledge of, and experience in, the market segments in which we operate. We have not independently verified market and industry data from third-party sources. This information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process, and other limitations and uncertainties inherent in surveys of market size. In addition, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the captions “Risk Factors,” “Special Note Regarding Forward-Looking Statements and Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

TRADEMARKS

We hold various service marks, trademarks and trade names, such as Atkore International, our logo design, AFC Cable Systems, Allied Tube & Conduit, Cope, FlexHead, Heritage Plastics, Kaf-Tech, Power-Strut, SprinkFLEX and Unistrut, that we deem particularly important to the advertising activities conducted by each of our businesses. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the ™, ^® and ^© symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, trade names or copyrights included or referred to in this prospectus. This prospectus also contains trademarks, service marks and trade names of other companies which are the property of their respective holders. We do not intend our use or display of such names or marks to imply relationships with, or endorsements of us by, any other company.

ii

PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information you should consider before investing in our common stock. You should carefully read the entire prospectus, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision.

Our Company

We are a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions, or “MP&S,” for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure’s electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. We believe we hold #1 or #2 positions in the United States by net sales in the vast majority of our products. The quality of our products, the strength of our brands and our scale and national presence provide what we believe to be a unique set of competitive advantages that positions us for profitable growth.

We manufacture a broad range of end-to-end integrated products and solutions that are critical to our customers’ businesses. Our broad product offering enables us to bundle and co-load a wide range of products, which simplifies the ordering and delivery processes and streamlines logistics, reducing costs for us and our customers. We primarily serve electrical contractors and original equipment manufacturers, or “OEMs,” both directly and through our established core customer base of electrical and industrial distributors. Our operational footprint, together with our national distribution network, provides important proximity to our customers and enables efficient and reliable delivery of our products. Our scale creates meaningful purchasing power with key suppliers and enables us to leverage common manufacturing technology and processes across our business.

We estimate that we operate in a $13 billion subset of the $78 billion U.S. electrical products market for our Electrical Raceway products and in a $3.8 billion U.S. addressable market for our MP&S products. Both of these markets are highly fragmented and present attractive opportunities for significant growth. As illustrated in the following charts, approximately 69% of our net sales in fiscal 2016 were derived from U.S. construction demand, which primarily consisted of new non-residential construction and maintenance, repair and remodel, or “MR&R,” spending on existing non-residential structures. Based on data from Dodge Data & Analytics, or “Dodge,” new non-residential construction starts remain significantly below long-term historical average levels and have meaningful opportunity for growth going forward.

Fiscal 2016 Net Sales by End Market	Fiscal 2016 U.S. Construction Net Sales

(1) International primarily includes Australia, Canada, China, New Zealand and United Kingdom.

(2) MR&R includes non-residential and residential markets.

1

Since our separation from Tyco International Ltd., or “Tyco,” in December 2010, we have undertaken a significant transformation of our business. We have acquired six businesses, which have strengthened and extended our capabilities and offerings across our entire product portfolio. We also divested four businesses and permanently closed other businesses that we considered non-core operations due to unfavorable competitive positions or cost structures. This proactive optimization of our portfolio has enabled us to focus on our core businesses, improve our mix of higher margin products, drive market share gains and improve overall profitability.

In order to execute our business transformation we have significantly upgraded our management team, with over 90% of our executives and over 80% of our senior leadership in new roles or new to the Company since 2011. Our executives have extensive experience with leading electrical and industrial corporations, including Danaher Corporation, Eaton Corporation plc, ITT Corporation, Legrand S.A., Pentair plc and Tyco. Our management team has also developed and implemented the Atkore Business System, or “ABS,” a foundational set of principles, behaviors and beliefs based on driving excellence in strategy, people and processes. The deployment of ABS throughout our operations has provided the skillset, mindset and toolset for our employees to identify, execute and sustain a series of business initiatives that have contributed to our growth and profitability improvements since 2011. By implementing employee incentives that reinforce our organization’s engagement and alignment around ABS, we expect that we will be able to achieve future business improvements and drive profitable growth in excess of the growth rates of the markets in which we compete.

As a result of our transformational business initiatives, we have been able to deliver strong financial and operating performance from fiscal 2011 through fiscal 2016 as set forth below:

• We grew our net sales and Adjusted net sales at compound annual growth rates, or “CAGRs,” of 1.1% and 3.9%, respectively, to $1,523.4 and $1,515.6 million, respectively;

• We increased our net income by $63.8 million from a net loss position to net income of $58.8 million and increased our Adjusted EBITDA at a CAGR of 25.9% to $235.0 million; and

• We have driven approximately 660 basis points and 960 basis points of expansion in our net income margins and Adjusted EBITDA margins, respectively.

For a reconciliation of net sales to Adjusted net sales, net income (loss) to Adjusted EBITDA and a definition of Adjusted EBITDA margin, see “—Summary Historical Consolidated Financial Data.”

Our Reportable Segments

We operate through two reportable segments: Electrical Raceway and MP&S. Our segments benefit from common raw material usage, similar manufacturing processes and a complementary distribution network. Our scale and rigorous application of efficient manufacturing techniques across both segments enable us to be a low-cost manufacturer, which further adds to our competitive advantage.

Electrical Raceway: Through our Electrical Raceway segment, we manufacture products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components of the electrical infrastructure for new construction and MR&R markets. Our broad product offering and variety of base materials, such as steel, copper and polyvinyl chloride, or “PVC,” resin, provide contractors and OEMs with a complete Electrical Raceway solution. The vast majority of our Electrical Raceway net sales are made to electrical distributors, who then serve electrical contractors and we consider both to be customers. Our customers benefit from bundling and co-loading of our products, resulting in streamlined logistics and reduced costs. We believe we have a meaningful competitive advantage as the only U.S. manufacturer providing a broad product offering across most Electrical Raceway categories.

2

Mechanical Products & Solutions: Through our MP&S segment, we provide products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. Our principal products in this segment are metal framing products and in-line galvanized mechanical tube. Through our metal framing business, we design, manufacture and install metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures. Approximately 40% of our U.S. net sales in strut and fittings are generally sold to mechanical and other broad-line industrial distributors, while the remaining 60% of our U.S. net sales in strut and fittings are used for mounting Electrical Raceway products and are sold to electrical distributors. Our international net sales, which are included in our MP&S segment, primarily consist of metal framing products that serve Electrical Raceway and mechanical support applications. Through our mechanical tubular products business, we believe that we are one of only two companies in the United States that manufacture and market in-line galvanized tubular products on a national basis. We believe that approximately 90% of our net sales in this business are made directly or indirectly to OEM customers serving a wide range of industrial and construction end markets.

	Electrical Raceway				Mechanical Products & Solutions
Overview	Products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet				Products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications
Fiscal 2016 Net Sales/Adjusted Net Sales(1)(2)	$988.1 million/$988.1 million				$537.1 million/$529.3 million
Fiscal 2016 Adjusted EBITDA(1)(3)	$174.6 million				$88.6 million
% Adjusted EBITDA margin(3)	17.7%				16.7%
Estimated U.S. Market Size(4)	$13 billion				$3.8 billion
Estimated U.S. Market Share(4)	~8%				~12%
Leading Market Positions(5)
	#1 Steel Conduit (35% share)	#1 PVC Conduit (38% share)	#1 Armored Cable             (39% share)		#2 Metal Framing & Related Fittings (23% share)	#1 In-line Galvanized Mechanical Tube (80% share)
Core Products	•    Electrical conduit and fittings •    Armored cable and fittings •    Flexible and liquidtight electrical conduit and fittings •    Cable tray, cable ladder and wire basket				•    Metal framing and related fittings •    In-line galvanized mechanical tube
Primary Market Channel	Electrical distribution				Electrical, industrial and specialized distribution and direct to OEMs
Principal Brands

(1) Includes intersegment sales and excludes amounts attributable to Corporate.

(2) For a reconciliation of fiscal 2016 segment net sales to segment Adjusted net sales see “—Summary Historical Consolidated Financial Data.”

(3) Adjusted EBITDA margin is calculated as segment Adjusted EBITDA as a percentage of Adjusted net sales and also as Adjusted EBITDA as a percentage of net sales.

(4) Management estimates based on market data and industry knowledge. Market share is based on our U.S. Adjusted net sales relative to the estimated U.S. addressable market size.

(5) Based on our Adjusted net sales relative to the estimated net sales of known competitors in addressable markets. Unless stated otherwise, market position refers to management’s estimate of our market position in the United States within the estimated addressable markets we serve.

3

Our Industries

Electrical Raceway

We estimate that we operate in a $13 billion subset of the $78 billion U.S. electrical products market for our Electrical Raceway products. We believe we have an approximately 8% share of this $13 billion market, in which our existing product offering addresses an estimated $4 billion of the total market opportunity. As a result, we have a substantial opportunity to expand our presence in this market through the introduction of new products as well as through strategic acquisitions. The Electrical Raceway market is highly fragmented and is undergoing significant change as a result of consolidation among electrical distributors and manufacturers, product mix changes stemming from increasing demand for new building technology such as increased facility automation and adoption of LED lighting systems, and a demographic shift in the electrical installer base. We believe these changes are likely to drive the need for additional electrical content in building infrastructure, thereby driving growth in demand for our products. Some of the largest competitors in the Electrical Raceway market include ABB Ltd., Eaton Corporation plc, Pentair plc and Hubbell Incorporated. While most of our competitors manufacture products for only a few Electrical Raceway categories, we believe we provide a more complete offering of products and solutions, which gives us a distinct competitive advantage.

Mechanical Products & Solutions

Our MP&S segment serves a number of niche markets that we estimate to comprise an aggregate U.S. addressable market of approximately $3.8 billion, of which we believe we currently have approximately 12% market share. Our businesses in this segment include two principal product areas: metal framing and in-line galvanized mechanical tube. We believe we have the #2 position in the metal framing market in the United States with approximately 23% market share. Our primary competitors in the market include B-Line (part of Eaton Corporation plc), Thomas & Betts (part of ABB Ltd.) and Haydon Corporation, as well as a number of smaller manufacturers. Like our Electrical Raceway segment, demand in our metal framing business is primarily driven by non-residential construction trends. We believe we have the #1 position in the United States in the in-line galvanized mechanical tube market, which is a subset of the broader market for mechanical tubular products. In-line galvanization provides superior anti-corrosive performance, aesthetic appearance and product strength when compared to tubular products using other anti-corrosive processes. In this business, we serve customers in a range of industries and end markets, for example, agricultural, utility grade solar power generation and other industrial end markets for whom demand is correlated to overall economic growth and industrial production, as well as market-specific factors such as alternative energy tax credits for solar power.

Non-residential Construction

Demand for products in both our Electrical Raceway and MP&S segments is primarily driven by non-residential construction activity. Construction activity in this market depends on a number of factors, including the overall economic outlook, general business cycle, interest rates, availability of credit and demographic trends that influence the location and magnitude of construction related to new business activities. We believe we will benefit from the ongoing recovery in the non-residential construction market. According to Dodge, new non-residential construction starts were estimated to be 959 million square feet in our fiscal 2016, which remains well below historical levels. Starts would need to increase approximately 15% from 2015 levels to reach the average of the five cyclical troughs since 1968 prior to the downturn that began in 2008, approximately 64% to reach the average of the five cyclical peaks over the same period and approximately 33% to achieve the market average since 1968.

4

Our Competitive Strengths

We believe that we have established a reputation as an industry leader in quality, delivery, value and innovation, primarily as a result of the following competitive strengths:

Leading market positions and strong brands. We believe we have leading market positions in the core products that we offer. Based on management estimates, we believe that approximately 86% of our Adjusted net sales in fiscal 2016 were derived from products for which we hold the #1 or #2 market positions by net sales in the United States. These leadership positions include the #1 positions by net sales in steel conduit and fittings, PVC conduit and fittings, armored cable and in-line galvanized mechanical tubes, and the #2 position by net sales in metal framing for cable and electrical supports. We go to market with an impressive portfolio of leading brands, including Allied Tube & Conduit, AFC Cable Systems, Heritage Plastics, Unistrut, Power-Strut and Cope. We believe that our leading market positions and strong brands are the result of the reliable performance and quality of our products, our ability to deliver superior service to address our customers’ needs and our well-established customer relationships.

Superior customer value proposition. We offer mission-critical products from a single integrated platform, enabling our customers to conveniently and efficiently purchase a broad range of solutions. Our Electrical Raceway products are core items that we believe must be stocked by U.S. electrical distributors as a staple of their inventory. We believe we maintain the broadest portfolio of products in our industry, enabling us to satisfy this demand and to deliver integrated source-to-outlet electrical solutions. Our ability to bundle and co-load a wide range of Electrical Raceway products for our customers simplifies the ordering and delivery processes and streamlines logistics, reducing costs for us and for our customers. Co-loading benefits our customers by decreasing costs, while bundling allows us to increase our customers’ overall spend by serving as their one-stop-shop. In addition, our ability to provide complete turnkey solutions for large construction and renovation projects creates labor savings for installers. Our MP&S segment employs difficult-to-replicate manufacturing technologies, such as in-line galvanizing, which provides advanced levels of corrosion protection and delivers higher strength levels in mechanical tubular products. Our customer-centric business strategy has translated into strong, consistent performance in terms of product quality, on-time delivery and customer service, further enhancing our reliability and solidifying our customer value proposition. This is evidenced by the average tenure of our top 10 customers, which is approximately 20 years.

Compelling product portfolio with demonstrated ability to innovate and acquire new product capabilities. Since 2011, we have undertaken a series of strategic acquisitions, divestitures and business closures and have developed a number of key new products that have transformed our business into a unique and scalable franchise. These efforts to optimize our product portfolio have expanded our positions in attractive segments of the Electrical Raceway and MP&S markets, while reducing our exposure to less attractive, lower margin businesses and non-core geographies. Through acquisitions, we have expanded our PVC conduit and cable and conduit fittings offerings, enabling us to provide customers with complete Electrical Raceway product solutions. We have also introduced a number of successful new products, such as Luminary Cable, an innovative product that combines data and power transmission within a single armored cable. The success of our portfolio optimization initiatives demonstrates our ability to identify, execute and integrate acquisitions and introduce new products to meet customer demand, and we maintain and continue to pursue a robust pipeline of acquisition targets and additional new product development opportunities. Given the fragmented nature of the markets we serve and evolving customer needs, we believe there is significant opportunity to continue to leverage this strength to grow our business profitably going forward.

Strong platform for growth across attractive end-markets. We believe that we are well positioned to capitalize on industry growth and end-market opportunities, while leveraging our broadening product offering to secure a larger share of customer spend. Demand for our Electrical Raceway and MP&S products is primarily driven by non-residential construction activity, which remains significantly below historical levels according to Dodge. We believe the continuing recovery in new non-residential construction supports a strong platform for

5

growth, and our meaningful participation in MR&R activity provides a steady base of demand for recurring sales of our products. In addition to the positive tailwinds associated with construction trends, we believe we are positioned to benefit from the expansion of higher-growth market segments particularly suited for our products, such as healthcare and data centers, as well as broader energy-efficiency trends, such as increased facility automation and adoption of LED lighting systems, that are driving greater electrical content in buildings and greater demand for our products.

Significant scale providing barriers to entry. Our industry-leading scale creates significant sales, service, manufacturing and procurement advantages over our competitors. We have developed a large, carefully constructed network of highly trained Electrical Raceway and MP&S sales agents with loyal, long-term relationships with Atkore that represent our products in the market. Our positions on our agents’ line cards (product rosters that describe an agent’s offerings) are powerful and difficult to displace, which we believe creates a sustainable advantage. Our comprehensive, integrated distribution and logistics network, consisting of Electrical Raceway stocking agents, MP&S stocking agents and company-operated warehouse locations across the United States, enables us to provide timely and reliable delivery and support for our largest distributor customers and to respond more quickly than our competitors to changes in customer demand. Our high-volume manufacturing and warehousing operations, including our one million square foot facility in Harvey, Illinois, allow us to leverage shared technology, processes and fixed costs across our platform, creating significant operating efficiencies and cost advantages. We estimate the replacement cost of our production and distribution footprint is over $350 million, which represents a sizable impediment to new competition. Finally, our significant purchasing scale enables us to achieve favorable pricing, terms and delivery from our suppliers. On average, we are able to purchase our core raw materials at discounts to market indices such as the CRU Steel Index and the CDI PVC resin index for conduit.

Strong management team driving a highly efficient operating structure. We believe we have built a world-class management team with over 90% of our executives and over 80% of our senior leadership in new roles or new to the Company since 2011. Our management team has established a rigorous metric-driven culture to focus on sustained performance. Through the development and implementation of ABS, the proprietary foundational system by which our Company operates, we have transformed our business into a highly efficient platform poised to deliver future growth and incremental operating efficiency. Our operational efficiency is evidenced by our Perfect Order Rate, or “POR” (which we define as the product of order line fill, order error rate and on time delivery), which has increased from 81% in fiscal 2011 to 94% in fiscal 2016, and our Defective Parts per Million, or “DPPM” (which we calculate as volume returned to us as defective per one million of volume shipped), which has decreased by approximately 58% over the same period. We have also taken measures to ensure our products are optimally priced in the markets we serve, employing a disciplined internal pricing strategy and equipping our sales team with the critical information and tools to optimize pricing decisions. Our rigorous internal processes support sustainability and continuous improvement of our business and drive accountability and high-level engagement by our employees.

Strong margin and cash flow profile. Since fiscal 2011, we have meaningfully improved our financial performance, and we believe that we have significant margin expansion opportunities beyond the results achieved to date. Through our business improvement initiatives and product portfolio optimization activities, we increased our net income margins by approximately 660 basis points from (2.7)% in fiscal 2011 to 3.9% for fiscal 2016 and our Adjusted EBITDA margins by 960 basis points from 5.9% in fiscal 2011 to 15.5% for fiscal 2016, over 500 basis points of which we believe was driven by strategic pricing and product mix management. Our business model generates strong cash flow with limited maintenance capital expenditure requirements that typically approximate 2.0% of net sales. This has given us the flexibility to pursue accretive acquisition targets while simultaneously reducing the leverage on our balance sheet.

6

Our Strategies

Our goal is to be our customers’ first choice for Electrical Raceway and MP&S, and we intend to drive profitable growth in excess of the growth rates of the markets in which we operate through the following key strategies:

Increase market share by increasing sales to existing customers. We intend to further penetrate existing markets for our Electrical Raceway products and MP&S by strategically focusing our sales and marketing resources on our highly valued accounts. We have built a robust cross-selling sales organization that targets our largest distributor customers by marketing the benefits of ordering our entire product suite for both inventory stocking and for large projects. Our broad portfolio enables co-loading and bundling of our product solutions in an integrated manner. Sales to our current top five customers have grown at a CAGR of 14% from fiscal 2014 to fiscal 2016 and we also increased Atkore Atvantage sales, a program designed to penetrate independent distributors that value our bundling and co-loading services, by 24% from fiscal 2015 to fiscal 2016. In addition, in fiscal 2016, we achieved Adjusted EBITDA growth in 12 of our 13 strategic business units. We intend to further grow our share of wallet with our largest and most valued customers by continuing to deliver cost savings, reliable customer service and the benefits of our single source platform.

Expand our product offering and improve our margin mix through new product development and acquisitions. We proactively develop new products and solutions that allow us to stay at the forefront of the needs of the Electrical Raceway and MP&S markets. We have a long history of innovation, which includes the introductions of Kwik-fit electrical conduit, Unistrut Defender and Luminary Cable. We expect to continue to invest in new product development to drive differentiation and growth. Further, our transformational portfolio optimization since 2011 has included a series of strategic acquisitions, divestitures and business closures that have expanded our positions in attractive segments of the Electrical Raceway and MP&S markets while reducing our exposure to less value-added, lower margin businesses and non-core geographies. Given the fragmented nature of the markets we serve and the sizes of our closest adjacent product categories, we intend to pursue our robust pipeline of opportunities to profitably grow our business in higher margin product categories going forward.

Capitalize on projected growth in our end markets while expanding into segments with accelerating growth trends. Market forecasts suggest that non-residential construction starts will grow from 2016 levels, which remain below the average of the past five cyclical troughs and significantly below the average annual starts since 1968, according to Dodge. We believe our exposure to new construction will provide momentum for us to increase sales and earnings as construction starts increase, and our MR&R business will provide a stable sales base going forward. Other industry trends that we believe also support our continued growth include increased facility automation, the adoption of LED lighting systems, as well as the expanding need for data centers that require greater electrical circuitry and more of our products and solutions. We intend to place particular emphasis on markets with potential for greater-than-market growth for our products, such as commercial construction, data centers and healthcare.

Continue to provide reliable service and delivery to our customers. Over the last several years, we have made substantial improvements in our service and delivery performance, including significant increases in our POR and reductions in our DPPM. We believe that reliability and quality are key differentiators for our customers when choosing a supplier. As a result of these business improvements, we have strengthened our value proposition to customers and increased our pricing power. We have identified several additional initiatives in manufacturing processes, supply chain, logistics and inventory management that we expect will further improve the quality of our products and our delivery performance. We believe our focus on continuous improvement will further enhance our value to customers and will translate into accelerated sales growth and profitability in the future.

Continue our focus on excellence in processes and execution to drive margin expansion and cash flow improvements. ABS is the foundational system that drives our organizational focus on excellence in strategy, people and processes. ABS, with its key components of Lean Daily Management, or “LDM,” and our Strategy

7

Deployment Process, or “SDP,” enables us to identify the key levers to further improve our business and subsequently manage and sustain the business improvements we realize. We believe there is a strong correlation between our implementation and execution of ABS and the business, volume, margin and cash flow conversion improvements we have made over the last five years. We have several initiatives currently underway to continue to improve our profitability and cash flow, including strengthening our Electrical Raceway go-to-market strategy, driving industry best delivery, enhancing our commercial excellence and accelerating innovation and new product development. These and other initiatives are focused on profitably growing our business by becoming our customers’ first choice for Electrical Raceway and MP&S, providing unmatched quality, delivery and value.

Refinancing Transaction

On December 22, 2016, AII completed the previously-announced refinancing of its first lien term loan facility (the “Prior First Lien Term Loan Facility”) and its second lien term loan facility (the “Prior Second Lien Term Loan Facility”) with an amended and restated $500.0 million first lien term loan facility maturing in December 2023 (the “New Term Loan Facility”). On the same date, AII also amended its $325.0 million asset-based credit facility (as so amended, the “Amended ABL Credit Facility”) to, among other things, (i) extend the maturity to December 2021 and (ii) decrease the interest rate margins applicable to loans under the Amended ABL Credit Facility. We refer to these transactions, collectively, as the “Refinancing.” AII used the borrowings under the New Term Loan Facility, together with approximately $155.0 million of available cash to prepay in full (i) all loans outstanding under the Prior First Lien Term Loan Facility and (ii) all loans outstanding under the Prior Second Lien Term Loan Facility, and to pay related fees and expenses, including accrued and unpaid interest in respect of the Prior First Lien Term Loan Facility and the Prior Second Lien Term Loan Facility.

Our Sponsor and Organizational Structure

Founded in 1978, Clayton, Dubilier & Rice, LLC, or “CD&R,” is a private equity firm composed of a combination of financial and operating executives with a disciplined and clearly defined investment strategy and a special focus on manufacturing, distribution and multi-location services businesses. Over the last decade, CD&R has been an active investor in the industrial and construction markets.

After the completion of this offering, we expect that CD&R Allied Holdings, L.P., the “CD&R Investor” or the “selling stockholder,” which is owned by investment funds managed by, or affiliated with, CD&R, will hold approximately 52.0% of our common stock (or approximately 50.1% if the underwriters exercise in full their option to purchase additional shares from the selling stockholder). As a result, we expect to continue to qualify as and elect to be a “controlled company” within the meaning of the NYSE rules following the completion of this offering. This election will allow us to rely on exemptions from certain corporate governance requirements otherwise applicable to NYSE-listed companies. We expect that any increase in the offering size (if the underwriters exercise in full their option to purchase additional shares from the selling stockholder), or any future offering by the CD&R Investor, will cause us to cease to be a “controlled company.” See “Management—Corporate Governance.”

8

The following chart illustrates our ownership and organizational structure, after giving effect to this offering, assuming the underwriters do not exercise their option to purchase additional shares from the selling stockholder:

(a) Guarantor of (i) the Amended ABL Credit Facility and (ii) the New Term Loan Facility and together with the Amended ABL Credit Facility, the “New Credit Facilities.” See “Description of Certain Indebtedness.”

(b) Domestic operating subsidiaries are guarantors of the New Credit Facilities. See “Description of Certain Indebtedness.”

Risks Related to Our Business

Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making a decision to invest in our common stock. These risks are discussed more fully in “Risk Factors” in this prospectus. These risks include, but are not limited to, the following:

• the effect of general business and economic conditions;

• another downturn in the non-residential construction industry;

• fluctuations in the prices of raw materials on which we depend in our production process;

• the availability and cost of freight and energy;

• the level of similar product imports into the United States;

9

• regulatory changes that may affect demand for our products;

• our indebtedness may adversely affect our financial health;

• our ability to service our debt and to refinance all or a portion of our indebtedness;

• securities or industry analysts may not publish research or may publish misleading or unfavorable research about our business;

• fulfilling our obligations incident to being a public company; and

• other factors set forth under the caption “Risk Factors” in this prospectus.

Our Corporate Information

Atkore International Group Inc. is a Delaware corporation. Our principal executive offices are located at 16100 South Lathrop Avenue, Harvey, Illinois 60426, and our telephone number is (708) 339-1610. Our website is www.atkore.com. None of the information contained on, or that may be accessed through, our website or any other website identified herein is part of, or incorporated into, this prospectus.

10

THE OFFERING

Common stock offered by the selling stockholder
8,000,000 shares.

Option to purchase additional shares The underwriters have a 30-day option to purchase up to an additional
1,200,000 shares of common stock from the selling stockholder at the public offering price, less underwriting discounts and commissions.

Common stock to be outstanding after this offering

63,111,090 shares.

Use of proceeds We will not receive any proceeds from the sale of our common stock by the selling stockholder in this offering.

Principal stockholder Upon completion of this offering, we expect that the CD&R Investor will control a majority of our outstanding common stock. Accordingly, we expect to continue to qualify as a “controlled company” within the meaning of the NYSE corporate governance standards. See “Management—Corporate Governance.”

Dividend policy We do not currently anticipate paying dividends on our common stock for the foreseeable future. Any future determination to pay dividends on our common stock will be subject to the discretion of our board of directors and depend upon various factors. See “Dividend Policy.”

Risk factors Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 15 of this prospectus.

NYSE symbol “ATKR”.

The number of shares of our common stock to be outstanding immediately following this offering is based on
63,111,090 shares outstanding as of January 17, 2017, and excludes:

• 6,204,402 shares of common stock issuable upon exercise of options outstanding as of January 17, 2017 at a weighted average exercise price of $8.18 per share; and

• 248,723 shares of common stock issuable pursuant to restricted stock units, or “RSUs,” as of January 17, 2017;

• 184,018 shares of common stock issuable pursuant to performance share units, or “PSUs,” as of January 17, 2017; and

• 3,143,649 shares of common stock reserved for future issuance under the Atkore International Group Inc. 2016 Omnibus Incentive Plan, or the “Omnibus Incentive Plan,” as of January 17, 2017.

Unless otherwise indicated, all information in this prospectus assumes no exercise by the underwriters of their option to purchase 1,200,000 additional shares from the selling stockholder.

11

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth our summary historical consolidated financial data derived from our consolidated financial statements as of the dates and for each of the periods indicated. The summary historical balance sheet data as of December 30, 2016 and the summary historical statement of operations data for the three months ended December 30, 2016 and December 25, 2015 are derived from our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The summary historical balance sheet data as of December 25, 2015 is derived from our unaudited condensed consolidated financial statements and related notes not included elsewhere in this prospectus. The summary historical balance sheet data as of September 30, 2016 and September 25, 2015 and the summary historical statement of operations data for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014 are derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The summary historical balance sheet data as of September 26, 2014 is derived from our audited consolidated financial statements and related notes not included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for any future period.

You should read this summary historical consolidated financial data in conjunction with the sections entitled “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, included elsewhere in this prospectus.

	Three Months Ended						Fiscal Year Ended
(in thousands, except per share data)	December 30, 2016			December 25, 2015			September 30, 2016			September 25, 2015(1)			September 26, 2014(2)
Statement of Operations Data:
Net sales	$	337,591		$	358,375		$	1,523,384		$	1,729,168		$	1,702,838
Cost of sales		245,586			285,966			1,154,702			1,456,375			1,475,728
Gross profit		92,005			72,409			368,682			272,793			227,110
Selling, general and administrative		43,892			43,841			219,397			185,815			180,783
Intangible asset amortization		5,589			5,517			22,238			22,103			20,857
Asset impairment charges(3)		—			—			129			27,937			44,424
Operating income (loss)		42,524			23,051			126,918			36,938			(18,954	)
Interest expense, net		9,830			9,881			41,798			44,809			44,266
(Gain) loss on extinguishment of debt(4)		9,805			—			(1,661	)		—			43,667
Income (loss) from operations before income taxes		22,889			13,170			86,781			(7,871	)		(106,887	)
Income tax expense (benefit)		5,507			4,598			27,985			(2,916	)		(32,939	)
Net income (loss)		17,382			8,572			58,796			(4,955	)		(73,948	)
Convertible preferred stock and dividends		—			—			—			—			29,055
Net income (loss) attributable to common stockholders	$	17,382		$	8,572		$	58,796		$	(4,955	)	$	(103,003	)
Weighted average shares outstanding:
Basic		62,642			62,466			62,486			62,527			50,998
Diluted		65,920			62,466			62,820			62,527			50,998
Net income (loss) per share:
Basic	$	0.28		$	0.14		$	0.94		$	(0.08	)	$	(2.02	)
Diluted	$	0.26		$	0.14		$	0.94		$	(0.08	)	$	(2.02	)
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	87,973		$	200,279		$	200,279		$	80,598		$	33,360
Total assets		1,019,236			1,164,568			1,164,568			1,113,799			1,185,419
Long-term debt, including current maturities		493,747			630,313			630,313			652,208			692,867
Total equity		280,455			257,246			257,246			156,277			176,469
Cash Flow Data:
Cash flows provided by (used in):
Operating activities	$	32,169		$	51,945		$	156,646		$	141,073		$	86,333
Investing activities		(926	)		(4,191	)		(12,895	)		(46,641	)		(48,860	)
Financing activities		(142,414	)		(1,340	)		(23,908	)		(44,106	)		(57,584	)
Other Financial Data:
Adjusted net sales(5)	$	337,591		$	350,559		$	1,515,568		$	1,550,575		$	1,510,150
Adjusted EBITDA(6)		49,891			48,053			235,002			163,950			126,597
Net income margin		5.1	%		2.4	%		3.9	%		(0.3	)%		(4.3	)%
Adjusted EBITDA Margin(6)		14.7	%		13.7	%		15.5	%		10.6	%		8.4	%
Capital expenditures		3,964			4,663			16,830			26,849			24,362

12

(1) Includes results of operations of American Pipe & Plastics, Inc., or “APPI,” and Steel Components, Inc., or “SCI,” from October 20, 2014 and November 17, 2014, respectively.

(2) Includes results of operations of EP Lenders II, LLC, or “Ridgeline,” from October 11, 2013.

(3) We recorded asset impairments of $0.1 million for fiscal 2016 for the write-down of prepaid shop supplies resulting from the closure of our Philadelphia, Pennsylvania manufacturing facility. We recorded asset impairments of $27.9 million for fiscal 2015, of which $24.0 million relates to long-lived assets from the closure of a Philadelphia, Pennsylvania manufacturing facility. We announced our planned exit from our Fence and Sprinkler steel pipe and tube product lines, or “Fence and Sprinkler,” and the closure of a Philadelphia, Pennsylvania manufacturing facility, in August 2015. The remaining $3.9 million represents impairment of goodwill from our SCI acquisition, which is part of our Electrical Raceway reportable segment. We recorded asset impairments of $44.4 million for fiscal 2014, of which $43.0 million represents goodwill impairment from a reporting unit within our MP&S reportable segment. The remaining $1.4 million primarily represents a $0.9 million impairment of trade names of our Razor Ribbon and Columbia MBF commercial businesses.

(4) Incurred in connection with the redemption in fiscal 2014 of AII’s 9.875% Senior Secured Notes due 2018, or the “Senior Notes,” and the Refinancing completed in December 2016. See Note 8 to our audited consolidated financial statements and Note 6 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(5) We present Adjusted net sales to facilitate comparisons of reported net sales from period to period. In August 2015, we announced plans to exit Fence and Sprinkler in order to re-align our long-term strategic focus. We define Adjusted net sales as reported net sales excluding net sales directly attributable to Fence and Sprinkler. Adjusted net sales has limitations as an analytical tool, and should not be considered in isolation or as an alternative to measures based on accounting principles generally accepted in the United States of America, or “GAAP,” such as net sales or other financial statement data presented in our consolidated financial statements as an indicator of revenue. Because Adjusted net sales is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted net sales, as presented, may not be comparable to other similarly titled measures of other companies.

The following table sets forth a reconciliation of net sales to Adjusted net sales for the periods presented:

	Three Months Ended					Fiscal Year Ended
($ in thousands)	December 30, 2016		December 25, 2015			September 30, 2016			September 25, 2015			September 26, 2014
Net sales	$	337,591	$	358,375		$	1,523,384		$	1,729,168		$	1,702,838
Impact of Fence and Sprinkler exit		—		(7,816	)		(7,816	)		(178,593	)		(192,688	)
Adjusted net sales	$	337,591	$	350,559		$	1,515,568		$	1,550,575		$	1,510,150

(6) We define Adjusted EBITDA as net income (loss) before: loss from discontinued operations (net of income tax), depreciation and amortization, (gain) loss on extinguishment of debt, interest expense (net), income tax expense (benefit), restructuring and impairments, net periodic pension benefit cost, stock-based compensation, impact from anti-microbial coated sprinkler pipe, or “ABF,” product liability, consulting fees, multi-employer pension withdrawal, legal settlements, transaction costs, other items, and the impact from our Fence and Sprinkler exit. Prior to fiscal 2017, net income was also adjusted to exclude net periodic pension benefit costs and the impact from anti-microbial coated sprinkler pipe, or “ABF” product liability. These costs are no longer an adjustment to EBITDA beginning in fiscal 2017 due to the relative insignificance and nature of the amounts. Prior fiscal years have not been adjusted for this change. We believe Adjusted EBITDA, when presented in conjunction with comparable GAAP measures, is useful for investors because management uses Adjusted EBITDA as a profitability measure in evaluating the performance of our business.

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Adjusted net sales. We use Adjusted EBITDA in the preparation of our annual operating budgets and as an indicator of business performance. We believe Adjusted EBITDA allows us to readily view operating trends, perform analytical comparisons and identify strategies to improve operating performance. Adjusted EBITDA is not considered a measure of financial performance under GAAP and the items excluded therefrom are significant components in understanding and assessing our financial performance. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as an alternative to such GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:

• Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;

• Adjusted EBITDA does not reflect interest expense, or the requirements necessary to service interest or principal payments on debt;

• Adjusted EBITDA does not reflect income tax expense (benefit) or the cash requirements to pay taxes;

• Adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments; and

• although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

13

The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:

	Three Months Ended					Fiscal Year Ended
($ in thousands)	December 30, 2016			December 25, 2015		September 30, 2016			September 25, 2015			September 26, 2014
Net income (loss)	$	17,382		$	8,572	$	58,796		$	(4,955	)	$	(73,948	)
Depreciation and amortization		13,628			13,493		55,017			59,465			58,695
(Gain) loss on extinguishment of debt		9,805			—		(1,661	)		—			43,667
Interest expense, net		9,830			9,881		41,798			44,809			44,266
Income tax expense (benefit)		5,507			4,598		27,985			(2,916	)		(32,939	)
Restructuring and impairments (a)		389			1,294		4,096			32,703			46,687
Net periodic pension benefit cost (b)		—			110		441			578			1,368
Stock-based compensation (c)		2,720			2,045		21,127			13,523			8,398
ABF product liability impact (d)		—			212		850			(216	)		2,841
Consulting fees (e)		—			875		15,425			3,500			4,854
Legal settlements (f)		—			—		1,382			—			—
Transaction costs (g)		1,560			655		7,832			6,039			5,049
Other (h)		(10,930	)		5,507		1,103			14,305			12,656
Impact of Fence and Sprinkler (i)		—			811		811			(2,885	)		5,003
Adjusted EBITDA	$	49,891		$	48,053	$	235,002		$	163,950		$	126,597

(a) Restructuring amounts represent exit or disposal costs including termination benefits and facility closure costs. Impairment amounts represent write-downs of goodwill, intangible assets and/or long-lived assets. See Notes 6 and 15 to our audited consolidated financial statements and Note 11 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(b) Through fiscal 2016, represents pension costs in excess of cash funding for pension obligations in the period. Beginning in fiscal 2017, the company has not adjusted EBITDA for net periodic pension benefit cost. See Note 10 to our audited consolidated financial statements and Note 8 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus in further detail.

(c) Represents stock-based compensation expenses related to options awards and restricted stock units. See Note 13 to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

(d) Through fiscal 2016, represents changes in our estimated exposure to ABF matters. Beginning in fiscal 2017, the company has not adjusted EBITDA for costs incurred with the ABF product liability. See Note 16 to our audited consolidated financial statements and Note 12 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(e) Represents amounts paid to CD&R until June 15, 2016 and, until April 9, 2014, to Tyco. In connection with our initial public offering, or “IPO,” in June 2016, we entered into a termination agreement with CD&R, pursuant to which the parties agreed to terminate this consulting fee. See “Certain Relationships and Related Party Transactions—Consulting Agreement.” See Note 3 to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

(f) Represents gain (loss) recognized in litigation settlements. See Note 16 to our audited consolidated financial statements and Note 12 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(g) Represents expenses related to our IPO and secondary offerings and acquisition and divestiture-related activities.

(h) Represents other items, such as lower-of-cost-or-market inventory adjustments, release of certain indemnified uncertain tax positions and the impact of foreign exchange gains or losses related to our divestiture in Brazil.

(i) Represents historical performance of Fence and Sprinkler and related operating costs.

For further information with respect to segment Adjusted EBITDA, see Note 19 to our audited consolidated financial statements and Note 15 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus.

14

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider and read carefully all of the risks and uncertainties described below, as well as other information contained in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. The risks described below are not the only ones facing us. The occurrence of any of, or a combination of, the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial position, results of operations or cash flows. In any such case, the trading price of our common stock could decline, and you may lose all or part of your investment. This prospectus also contains forward-looking statements and estimates that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Risks Related to Our Business

Our business is affected by general business and economic conditions, which could materially and adversely affect our business, financial position, results of operations or cash flows.

Demand for our products is affected by a number of general business and economic conditions. A decline in the U.S. and international markets in which we operate could materially and adversely affect our business, financial position, results of operations or cash flows. Our profit margins, as well as overall demand for our products, could decline as a result of a large number of factors beyond our control, including economic recessions, changes in end-user preferences, consumer confidence, inflation, availability of credit, fluctuation in interest and currency exchange rates and changes in the fiscal or monetary policies of governments in the regions in which we operate.

During the most recent U.S. economic recession, which began in the second half of 2007 and continued through 2011, demand for our products declined significantly. Another economic downturn in any of the markets we serve may result in a reduction of sales and pricing for our products. If the creditworthiness of our customers declines, we could face increased credit risk and some, or many, of our customers may not be able to pay us amounts when they become due. While the U.S. recession that began in 2007 has ended and there has been growth in the U.S. construction markets that we serve, there can be no assurance that any improvement will be sustained or continue.

We cannot predict the duration of current economic conditions, or the timing or strength of any future recovery of activities in our markets. Weakness in the markets in which we operate could have a material adverse effect on our business, financial condition, results of operations or cash flows. We may have to close underperforming facilities from time to time as warranted by general economic conditions and/or weakness in the markets in which we operate. In addition to a reduction in demand for our products, these factors may also reduce the price we are able to charge for our products. This, combined with an increase in excess capacity, could negatively impact our business, financial condition, results of operations or cash flows.

The non-residential construction industry accounts for a significant portion of our business, and the U.S. non-residential construction industry in recent years experienced a significant downturn followed by a slow recovery. Another downturn 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. Approximately 41% of both our net sales and Adjusted net sales in fiscal 2016 were directly related to U.S. new non-residential construction. For new construction, we estimate that our product installation typically lags U.S. non-residential starts by six to twelve months. The U.S. 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

15

and other factors that are beyond our control. U.S. non-residential construction starts, as reported by Dodge reached a historic low of 680 million square feet in our fiscal 2010 and increased to 959 million square feet in our fiscal 2016, which remains well below historical levels. We expect to capitalize on any recovery in non-residential construction activity over the coming years and potentially drive higher margins by leveraging the scalability of our operations.

From time to time we have been adversely affected in various parts of the country by declines in non-residential building construction starts due to, among other things, changes in tax laws affecting the real estate industry, high interest rates and the level of non-residential construction activity. Continued uncertainty about current economic conditions will continue to pose a risk to our business, financial position, results of operations and cash flows, as participants in this industry may postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values, which could have a continued material negative effect on the demand for our products.

The raw materials on which we depend in our production process may be subject to price increases which we may not be able to pass through to our customers, or to price decreases which may decrease the price levels of our products. As a result, such price fluctuations could materially and adversely affect our business, financial position, results of operations or cash flows.

Our results of operations are impacted by changes in commodity prices, primarily steel, copper and PVC resin. Historically, we have not engaged in material hedging strategies for raw material purchases. Substantially all of the products we sell (such as steel conduit, tubing and framing, copper wiring in our cables, and PVC conduit) are subject to price fluctuations because they are composed primarily of steel, copper or PVC resin, three industrial commodities that are subject to price volatility. This volatility can significantly affect our gross profit. We also watch the market trends of certain other commodities, such as zinc (used in the galvanization process for a number of our products), electricity, natural gas and diesel fuel, as such commodities can be important to us as they impact our cost of sales, both directly through our plant operations and indirectly through transportation and freight expense.

Although we seek to recover increases in raw material prices through price increases in our products, we have not always been completely successful. In addition, in periods of declining prices for our raw materials we may face pricing pressure from our customers. We generally sell our products on a spot basis (and not under long-term contracts). Any increase in raw material prices that is not offset by an increase in our prices, or our inability to maintain price levels in an environment of declining raw material prices, could materially and adversely affect our business, financial position, results of operations or cash flows.

We operate in a competitive landscape, and increased competition could materially and adversely affect our business, financial position, results of operations or cash flows.

The principal markets that we serve are highly competitive. Competition is based primarily on product offering, product innovation, quality, service and price. Our principal competitors range from national manufacturers to smaller regional manufacturers and differ by each of our product lines. See “Business—Competition.” Some of our competitors may have greater financial and other resources than we do and some may have more established brand names in the markets we serve. The actions of our competitors 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. Any of these consequences could materially and adversely affect our business, financial position, results of operations or cash flows.

Our operating results are sensitive to the availability and cost of freight and energy, such as diesel fuel and electricity, which are important in the manufacture and transport of our products.

Our operating costs increase when freight or energy costs rise. During periods of increasing freight and energy costs, we might not be able to fully recover our operating cost increases through price increases without

16

reducing demand for our products. The cost of fuel is largely unpredictable and has fluctuated significantly in recent years, reaching historically high levels at times. Fuel availability, as well as pricing, is also impacted by political and economic factors that are beyond our control.

In addition, we are dependent on third-party freight carriers to transport many of our products. 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. Similarly, increasing energy costs, in particular, the cost of diesel fuel, could put a strain on the transportation of materials and products if it forces certain transporters to close. Our business, financial position, results of operations or cash flows could be materially and adversely affected if we are unable to pass all of the cost increases on to our customers, if we are unable to obtain the necessary energy supplies or if freight carrier capacity in our geographic markets were to decline significantly or otherwise become unavailable.

Our business, financial position, results of operations or cash flows could be materially and adversely affected by the level of similar product imports into the United States.

A substantial portion of our revenue is generated through our operations in the United States. Although we have not been substantially impacted by imports historically, 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.

We believe import levels are affected by, among other things, overall worldwide product demand, the trade practices of foreign governments, the cost of freight, the challenges involved in shipping, government subsidies to foreign producers and governmentally imposed trade restrictions in the United States. 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.

We are indirectly subject to regulatory changes that may affect demand for our products.

The market for certain of our products is influenced by federal, state, local and international governmental regulations and trade policies (such as the American Recovery and Reinvestment Act of 2009, Underwriters Laboratories, National Electric Code and American Society of Mechanical Engineers) as well as other policies, including those imposed on the non-residential construction industry (such as the National Electrical Code and corresponding state and local laws based on the National Electrical Code). These regulations and policies are subject to change. In the event that there would be changes in the National Electrical Code and any similar state, local or non-U.S. laws, including changes that would allow for alternative products to be used in the non-residential construction industry or that would render less restrictive or otherwise reduce the current requirements under such laws and regulations, the scope of products that would serve as alternatives to products we produce would increase. As a result, competition in the industries in which we operate could increase, with a potential corresponding decrease in the demand for our products. In addition, in the event that changes in such laws would render current requirements more restrictive, we may be required to change our products or production processes to meet such increased restrictions, which could result in increased costs and cause us to lose market share. Any changes to such regulations, laws and policies could materially and adversely affect our business, financial position, results of operations or cash flows.

Our results of operations could be adversely affected by weather.

Although weather patterns affect our operating results throughout the year, adverse weather historically has reduced construction activity in our first and second fiscal quarters. In contrast, our highest volume of net sales historically has occurred in our third and fourth fiscal quarters.

Most of our business units experience seasonal variation as a result of the dependence of our customers on suitable weather to engage in construction projects. Generally, during the winter months, construction activity

17

declines due to inclement weather, frozen ground and shorter daylight hours. For example, during the spring of 2014, extremely cold weather significantly reduced the level of construction activities in the United States, thereby impacting our net sales. In addition, to the extent that hurricanes, severe storms, floods, other natural disasters or similar events occur in the geographic regions in which we operate, our results of operations may be adversely affected. We anticipate that fluctuations of our operation results from period to period due to seasonality will continue in the future.

We may need to raise additional capital, and we cannot be sure that additional financing will be available.

To satisfy existing obligations and support the development of our business, we depend on our ability to generate cash flow from operations and to borrow funds and issue securities in the capital markets. We may require additional financing for liquidity, capital requirements or growth initiatives. We may not be able to obtain financing on terms and at interest rates that are favorable to us or at all. Any inability by us to obtain financing in the future could materially and adversely affect our business, financial position, results of operations or cash flows.

We have incurred and continue to incur significant costs to comply with current and future environmental, health and safety laws and regulations, and our operations expose us to the risk of material environmental, health and safety liabilities and obligations.

We are subject to numerous federal, state, local and non-U.S. environmental, health and safety laws governing, among other things, the generation, use, storage, treatment, transportation, disposal and management of hazardous substances and wastes, emissions or discharges of pollutants or other substances into the environment, investigation and remediation of, and damages resulting from, releases of hazardous substances and the health and safety of our employees. We have incurred, and expect to continue to incur, capital expenditures in addition to ordinary course costs to comply with applicable current and future environmental, health and safety laws, such as those governing air emissions and wastewater discharges. In addition, government agencies could impose conditions or other restrictions in our environmental permits which increase our costs. 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. Furthermore, our operations are governed by the United States Occupational Safety and Health Administration, or “OSHA.” OSHA regulations may change in a way that increases our costs of operations. Our failure to comply with applicable environmental, health and safety laws and permit requirements could result in civil or criminal fines or penalties, enforcement actions, and regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures such as the installation of pollution control equipment, which could materially and adversely affect our business, financial position, results of operations or cash flows.

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 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. 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. For example, as we sell, close or otherwise dispose of facilities, we may need to address environmental issues at such sites, including any previously unknown contamination.

We could be subject to third-party claims for property damage, personal injury and nuisance or otherwise as a result of violations of, or liabilities under, environmental, health or safety laws or in connection with releases of hazardous or other materials at any current or former facility. We could also be subject to environmental indemnification or other claims in connection with assets and businesses that we have divested.

In 2007, the United States Supreme Court classified carbon dioxide as an air pollutant under the Clean Air Act in a case seeking to require the United States Environmental Protection Agency to regulate carbon dioxide in vehicle emissions. As issues relating to climate change have become more prevalent, foreign, federal, state and

18

local governments have responded, and are expected to continue to respond, with increased legislation and regulation, including laws aimed at reducing emissions of greenhouse gases. Such legislation and regulation can negatively affect us by, among other things, requiring us to incur costs to upgrade our equipment or to reduce emissions of greenhouse gases from operations.

We cannot assure you that any costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws, as well as costs to address contamination or environmental claims, will not exceed any current estimates or adversely affect our business, financial position, results of operations or cash flows. In addition, any unanticipated liabilities or obligations arising, for example, out of discovery of previously unknown conditions or changes in law or enforcement policies, could materially and adversely affect our business, financial position, results of operations or cash flows.

We rely on a few customers for a significant portion of our net sales, and the loss of those customers could materially and adversely affect our business, financial position, results of operations or cash flows.

Certain of our customers, in particular buying groups representing consortia of independent electrical distributors, national electrical distributors, OEMs, data centers and medical center general contractors are material to our business, financial position, results of operations and cash flows because they account for a significant portion of our net sales. In fiscal 2016, although our single largest customer accounted for approximately 7% of our net sales, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 31% of our net sales. Our percentage of sales to our major customers may increase if we are successful in pursuing our strategy of broadening the range of products we sell to existing customers. In such an event, or in the event of any consolidation in certain segments we serve, including retailers selling building products, our sales may be increasingly sensitive to deterioration in the financial condition of, or other adverse developments with respect to, one or more of our top customers. Our top customers may also be able to exert influences on us with respect to pricing, delivery, payment or other terms.

A significant asset included in our working capital is accounts receivable from customers. If customers responsible for a significant amount of accounts receivable become insolvent or otherwise unable to pay for products and services, or become unwilling or unable to make payments in a timely manner, our business, financial position, results of operations or cash flows could be materially and adversely affected. A significant deterioration in the economy could have an adverse effect on the servicing of these accounts receivable, which could result in longer payment cycles, increased collection costs and defaults in excess of management’s expectations. Deterioration in the credit quality of several major customers at the same time could materially and adversely affect our business, financial position, results of operations or cash flows.

In general, we do not have long-term contracts with our customers. As a result, although our customers periodically provide indications of their product needs and purchases, they generally purchase our products on an order-by-order basis, and the relationship, as well as particular orders, can be terminated at any time. The loss or bankruptcy of, or significant decrease in business from, any of our major customers could materially and adversely affect our business, financial position, results of operations or cash flows.

Our working capital requirements could result in us having lower cash available for, among other things, capital expenditures and acquisition financing.

Our working capital needs fluctuate based on economic activity and the market prices for our main raw materials, which are predominantly steel, copper and PVC resin. We require significant working capital to purchase these raw materials and sell our products efficiently and profitably to our customers. We are typically obligated to pay for our raw material purchases within 10 and 30 days of receipt, while we generally collect cash from the sale of manufactured products between 40 and 50 days from the point at which title and risk of loss transfers. If our working capital requirements increase and we are unable to finance our working capital on terms and conditions acceptable to us, we may not be able to obtain raw materials to respond to customer demand, which could result in a loss of sales.

19

If our working capital needs increase, the amount of liquidity we have at our disposal to devote to other uses will decrease. A decrease in liquidity could, among other things, limit our flexibility, including our ability to make capital expenditures and to complete acquisitions that we have identified, thereby materially and adversely affecting our business, financial condition, results of operations and cash flows.

Work stoppages and other production disruptions may adversely affect our operations and impair our financial performance.

As of September 30, 2016, approximately 38% of our U.S. employees were represented with a collective bargaining agreement by labor unions. A work stoppage or other interruption of production could occur 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. For example, in the third quarter of fiscal 2014, in connection with labor negotiations, we experienced a week-long work stoppage at our Harvey, Illinois facility. In addition, we may encounter supplier constraints, be unable to maintain favorable supplier arrangements and relations or be affected by disruptions in the supply chain. A work stoppage or interruption of production at our facilities, due to labor disputes, shortages of supplies or any other reason could materially and adversely affect our business, financial position, results of operations or cash flows. See “Business—Employees.”

If we are unable to hire, engage and retain key personnel, our business, financial position, results of operations or cash flows could be materially and adversely affected.

We are dependent, in part, on our continued ability to hire, engage and retain key employees at our operations around the world. Additionally, we rely upon experienced managerial, marketing and support personnel to effectively manage our business and to successfully promote our wide range of products. If we do not succeed in engaging and retaining key employees and other personnel, we may be unable to meet our objectives and, as a result, our business, financial position, results of operations or cash flows could be materially and adversely affected.

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 U.S. employees. As of September 30, 2016, we estimated that our pension plans were underfunded by approximately $35 million. The funded status represents five plans, four of which are frozen and do not accrue any additional service cost. The fifth plan will be frozen in our fiscal 2017. As such, the funded status is primarily impacted by the performance of the underlying assets supporting the plan and changes in interest rates or other factors, which may trigger additional cash contributions. Our pension obligation is calculated annually and is based on several assumptions, including then-prevailing conditions, which may change from year to year. If in any year our assumptions are inaccurate, we could be required to expend greater amounts than anticipated.

Unplanned outages at our facilities and other unforeseen disruptions could materially and adversely affect our business, financial position, results of operations or cash flows.

Our business depends on the operation of our manufacturing and distribution facilities. It is possible that we could experience prolonged periods of reduced production or distribution capacity due to interruptions in the operations of our facilities or those of our key suppliers. It is also possible that operations may be disrupted due to other unforeseen circumstances such as power outages, explosions, fires, floods, accidents and severe weather conditions. Availability of raw materials and delivery of products to customers could be affected by logistical disruptions. To the extent that lost production or distribution capacity could not be compensated for at unaffected facilities and depending on the length of the outage, our sales and production costs could be adversely affected.

20

We rely on the efforts of agents and distributors to generate sales of our products.

We utilize various third-party agents and distributors to market, sell and distribute our products and to directly interface with our customers and end-users by providing customer service and support. No single agent or distributor accounts for a material percentage of our annual net sales. We do not have long-term contracts with our third-party agents and distributors, who could cease offering our products. In addition, many of our third-party agents and distributors with whom we transact business also offer the products of our competitors to our ultimate customers and they could begin offering our products with less prominence. The loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate, including due to an increase in their sales of our competitors’ products, could reduce our sales and could materially and adversely affect our business, financial position, results of operations or cash flows.

Interruptions in the proper functioning of our information technology, or “IT” systems, including from cybersecurity threats, could disrupt operations and cause unanticipated increases in costs or decreases in revenues, or both.

We use our information systems to, among other things, manage our manufacturing operations, manage inventories and accounts receivable, make purchasing decisions and monitor our results of operations, and process, transmit and store sensitive electronic data, including employee, supplier and customer records. As a result, the proper functioning of our IT systems is critical to the successful operation of our business. Our information systems include proprietary systems developed and maintained by us. In addition, we depend on IT systems of third parties, such as suppliers, retailers and OEMs to, among other things, market and distribute our products, develop new products and services, operate our website, host and manage our services, store data, process transactions, respond to customer inquiries and manage inventory and our supply chain. Although our IT systems are protected through physical and software safeguards and remote processing capabilities exist, our IT systems or those of third parties whom we depend upon are still vulnerable to natural disasters, power losses, unauthorized access, telecommunication failures and other problems. If critical proprietary or third-party IT systems fail or are otherwise unavailable, including as a result of system upgrades and transitions, our ability to process orders, track credit risk, identify business opportunities, maintain proper levels of inventories, collect accounts receivable, pay expenses and otherwise manage our business would be adversely affected.

Cyber incidents can result from deliberate attacks or unintentional events. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cybersecurity attacks in particular are becoming more sophisticated and include, but are not limited to, malicious software, attempts to gain unauthorized access to data (either directly or through our vendors) and other electronic security breaches. Despite our security measures, our IT systems and infrastructure or those of our third parties may be vulnerable to such cyber incidents. 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. In addition, if any information about our customers, including payment information, were the subject of a successful cybersecurity attack against us, we could be subject to litigation or other claims by the affected customers. We have incurred costs and may incur significant additional costs in order to implement the security measures we feel are appropriate to protect our IT systems.

We may be required to recognize goodwill or other long-lived asset impairment charges.

As of December 30, 2016, we had goodwill of $115.8 million and indefinite-lived intangibles of $93.9 million. Goodwill and indefinite-lived intangibles are not amortized and are subject to impairment testing at least annually using a fair value based approach. Future triggering events, such as declines in our cash flow projections or customer demand, may cause impairments of our goodwill or long-lived assets based on factors such as the stock price of our common stock, projected cash flows, assumptions used, control premiums or other variables.

21

In addition, if we divest assets at prices below their asset value, we must write them down to fair value resulting in asset impairment charges, which could adversely affect our financial position or results of operations. For example, in fiscal 2015, we recorded asset impairments of $27.9 million primarily related to our announced Fence and Sprinkler exit. 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.

We are subject to certain safety and labor risks associated with the manufacture and in the testing of our products.

As of September 30, 2016, we employed approximately 3,200 total full-time equivalent employees, a significant percentage of whom work at our 27 manufacturing facilities. Our business involves complex manufacturing processes and there is a risk that an accident or death could occur in one of our facilities. 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. As a result, the costs to defend any action or the potential liability resulting from any such accident or death or arising out of any other litigation, and any negative publicity associated therewith or negative effects on employee morale, could have a negative effect on our business, financial position, results of operations or cash flows. 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.

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.

We are exposed to construction defect and product liability claims relating to our various products if our products do not meet customer expectations. Such claims and liabilities may arise out of the quality of raw materials or component parts we purchase from third-party suppliers, over which we do not have direct control, or due to our fabrication, assembly or manufacture of our 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.

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. Further, while we intend to seek indemnification against potential liability for product liability claims from relevant parties, we cannot guarantee that we will be able to recover under any such indemnification agreements. 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. For example, certain of our subsidiaries have been named as defendants in product liability law suits claiming that our ABF II anti-microbial coated sprinkler pipe allegedly caused environmental stress cracking in chlorinated PVC pipe. See Note 16 “Commitments and Contingencies” to our audited consolidated financial statements and Note 12 “Commitments and Contingencies” to our unaudited condensed consolidated financial statements for further detail. 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. We cannot predict with certainty the outcomes of these legal proceedings and other contingencies. The outcome of some of these legal proceedings and other contingencies could require us to take actions which would adversely affect our operations or could require us to pay

22

substantial amounts of money. Additionally, defending against these lawsuits and proceedings may involve significant expense and diversion of management’s attention and resources from other matters.

We may not be able to adequately protect our intellectual property rights in foreign countries, and we may become involved in intellectual property disputes.

Our use of contractual provisions, confidentiality procedures and agreements, and patent, trademark, copyright, unfair competition, trade secret and other laws to protect our intellectual property and other proprietary rights may not be adequate. We have registered intellectual property (mainly trademarks and patents) in more than 75 countries. Because of the differences in foreign trademark, patent and other intellectual property or proprietary rights laws, we may not receive the same protection in foreign countries as we would in the United States.

Litigation may be necessary to enforce our intellectual property rights or to defend against claims by third parties that our products infringe their intellectual property rights. Any litigation or claims brought by or against us could result in substantial costs and diversion of our resources. A successful intellectual property infringement suit against us could prevent us from manufacturing or selling certain products in a particular area, which could materially and adversely affect our business, financial position, results of operations or cash flows.

We face risks relating to doing business internationally that could materially and adversely affect our business, financial position, results of operations or cash flows.

Our business operates and serves customers in certain foreign countries, including Australia, Canada, China, New Zealand and the United Kingdom. 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 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.

One or more of these factors could materially and adversely affect our business, financial position, results of operations or cash flows.

23

Our inability to introduce new products effectively or implement our innovation strategies could adversely affect our ability to compete.

We continually seek to develop products and solutions that allow us to stay at the forefront of the needs of the Electrical Raceway and MP&S markets. The success of new products depends on a variety of factors, including but not limited to, timely and successful product development, the effective consummation of strategic acquisitions, market acceptance and demand, competitive response, our ability to manage risks associated with product life cycles, the effective management of inventory and purchase commitments, the availability and cost of raw materials and the quality of our initial products during the initial period of introduction. Some of the foregoing factors are beyond our control and we cannot fully predict the ultimate success of the introduction of new products, especially in the early stages of innovation. 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.

The majority of our net sales are credit sales that are made primarily to customers whose ability to pay is dependent, in part, upon the economic strength of the industries and geographic areas in which they operate, and the failure to collect monies owed from customers could adversely affect our business, financial position, results of operations or cash flows.

The majority of our net sales are facilitated through the extension of credit to our customers, whose ability to pay is dependent, in part, upon the economic strength of the industries and geographic areas in which they operate. Our business units offer credit to customers, either through unsecured credit that is based solely upon the creditworthiness of the customer, or secured credit for materials sold for a specific job where the security lies in lien rights associated with the material going into the job. The type of credit offered depends both on the financial strength of the customer and the nature of the business in which the customer is involved. End users, resellers and other non-contractor customers generally purchase more on unsecured credit than secured credit. The inability of our customers to pay off their credit lines in a timely manner, or at all, would adversely affect our business, financial condition, results of operations and cash flows. Furthermore, our collections efforts with respect to non-paying or slow-paying customers could negatively impact our customer relations going forward.

Because we depend on the creditworthiness of our customers, if the financial condition of our customers declines, our credit risk could increase. Significant contraction in our markets, coupled with tightened credit availability and financial institution underwriting standards, could adversely affect certain of our customers. Should one or more of our larger customers declare bankruptcy, it could adversely affect the collectability of our accounts receivable, bad debt reserves and net income.

Our business, financial position or results of operations could be materially and adversely affected by the ability to import raw materials, component parts and/or finished goods from existing suppliers and otherwise without government regulations or restrictions incremental to those borne by the business today.

Our business, financial position or results of operations could be materially and adversely affected by our inability to continue importing raw materials, component parts and/or finished goods under the regulatory regime applicable to our business. Although we seek to have alternate sources and recover increases in input costs through price increases in our products, regulatory changes or other governmental actions could result in the need to change suppliers or incur cost increases that cannot, in the short term, or in some cases even the long term, be offset by our prices. Such changes could reduce our gross profit, net income and cash flow. Any of these consequences could materially and adversely affect our business, financial position, results of operations or cash flows.

Changes in legislation, regulation and government policy as a result of the 2016 U.S. presidential and congressional elections may have a material adverse effect on our business in the future.

The recent presidential and congressional elections in the United States could result in significant changes in, and uncertainty with respect to, legislation, regulation and government policy. While it is not possible to predict whether and when any such changes will occur, changes at the local, state or federal level could

24

significantly impact our business and the industries in which we compete, including the construction, renovation and industrial markets. Specific legislative and regulatory proposals discussed during and after the election that could have a material impact on us include, but are not limited to, reform of the federal tax code; infrastructure renewal programs; and modifications to international trade policy, public company reporting requirements, environmental regulation and antitrust enforcement.

We are currently unable to predict whether reform discussions will meaningfully change existing legislative and regulatory environments relevant for our business, or if any such changes would have a net positive or negative impact on our business. To the extent that such changes have a negative impact on us or the industries we serve, including as a result of related uncertainty, these changes may materially and adversely impact our business, financial condition, results of operations and cash flows.

In connection with acquisitions, joint ventures or divestitures, we may become subject to liabilities and required to issue additional debt or equity.

In connection with any acquisitions or joint ventures, we may acquire liabilities or defects 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. If we acquire any of these liabilities, and they are not adequately covered by insurance or an enforceable indemnity or similar agreement from a creditworthy counterparty, we may be responsible for significant out-of-pocket expenditures. In connection with any divestitures, we may incur liabilities for breaches of representations and warranties or failure to comply with operating covenants under any agreement for a divestiture. In addition, we may indemnify a counterparty in a divestiture for certain liabilities of the subsidiary or operations subject to the divestiture transaction. These liabilities, if they materialize, could materially and adversely affect our business, financial position, results of operations or cash flows.

In addition, if we were to undertake a substantial acquisition for cash, the acquisition would likely need to be financed in part through additional financing from banks, through public offerings or private placements of debt or equity securities or through other arrangements. Such acquisition financing might decrease our ratio of earnings to fixed charges and adversely affect other leverage criteria and our credit rating. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms if and when required. Moreover, acquisitions financed through the issuance of equity securities could cause our stockholders to experience dilution.

We may be unable to identify, acquire, close or integrate acquisition targets successfully.

Acquisitions are a component of our growth strategy; however, there can be no assurance that we will be able to continue to grow our business through acquisitions as we have done historically or that any businesses acquired will perform in accordance with expectations or that business judgments concerning the value, strengths and weaknesses of businesses acquired will prove to be correct. We will continue to analyze and evaluate the acquisition of strategic businesses or product lines with the potential to strengthen our industry position or enhance our existing product offering. We cannot assure you that we will identify or successfully complete transactions with suitable acquisition candidates in the future, nor can we assure you that completed acquisitions will be successful. If an acquired business fails to operate as anticipated or cannot be successfully integrated with our existing business, our business, financial condition, results of operations or cash flows could be materially and adversely affected.

As a result of our international operations, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar foreign anti-corruption laws.

The U.S. Foreign Corrupt Practices Act, or the “FCPA,” and similar foreign anti-corruption laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to influence foreign government officials for the purpose of obtaining or retaining business or obtaining an unfair

25

advantage. Recent years have seen a substantial increase in the global enforcement of anti-corruption laws, with more frequent voluntary self-disclosures by companies, aggressive investigations and enforcement proceedings by both the U.S. Department of Justice and the United States Securities and Exchange Commission, or the “SEC,” resulting in record fines and penalties, increased enforcement activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals.

We have operations in Australia, Canada, China, New Zealand and the United Kingdom and sell our products in many additional countries. Our internal policies provide for compliance with all applicable anti-corruption laws for both us and for our joint venture operations. Our continued operation and expansion outside the United States, including in developing countries, could increase the risk of such violations in the future. Despite our training and compliance programs, we cannot assure you that our internal control policies and procedures always will protect us from unauthorized reckless or criminal acts committed by our employees, agents or joint venture partners. In the event that we believe or have reason to believe that our employees, agents or distributors have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in severe criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our business, financial condition, results of operations or cash flows.

Regulations related to “conflict minerals” may force us to incur additional expenses, may make our supply chain more complex and may result in damage to our reputation with customers.

As a public company, we are subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the “Dodd-Frank Act.” The SEC has adopted requirements under the Dodd-Frank Act for companies that use certain minerals and metals, known as conflict minerals, in their products, whether or not these products are manufactured by third parties. These requirements require companies to conduct due diligence and disclose whether or not such minerals originate from the Democratic Republic of Congo and adjoining countries. 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. In addition, compliance with these requirements could adversely affect the sourcing, supply and pricing of materials used in those products and we may face reputational challenges if we are unable to verify the origins for all “conflict minerals” used in products through the procedures we have implemented. 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.

Anti-terrorism measures and other disruptions to the raw material supply network could impact our operations.

Our ability to provide efficient distribution of products to our customers is an integral component of our overall business strategy. In the aftermath of terrorist attacks in the United States, federal, state and local authorities have implemented and continue to implement various security measures that affect the raw material supply network in the United States and abroad. If security measures disrupt or impede the receipt of sufficient raw materials, we may fail to meet the needs of our customers or may incur increased expenses to do so.

Risks Related to Our Indebtedness

Our indebtedness may adversely affect our financial health.

As of December 30, 2016, we had approximately $493.7 million of total long-term consolidated indebtedness outstanding (including current portion) under AII’s New Credit Facilities, which replaced AII’s prior credit facilities, or the “Prior Credit Facilities”, which consisted of: (i) an asset-based credit facility, or the “Prior ABL Credit Facility”; (ii) the Prior First Lien Term Loan Facility; and (iii) the Prior Second Lien Term

26

Loan Facility (together with the Prior First Lien Term Loan Facility, the “Prior Term Loan Facilities”). As of December 30, 2016, AII had $181.0 million of available borrowing capacity under the Amended ABL Credit Facility and there were no outstanding borrowings under AII’s Amended ABL Credit Facility (excluding $17.9 million of letters of credit issued under the facility). In addition, subject to certain conditions and without the consent of the then existing lenders, the loans under the New Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to $325.0 million, plus an additional amount not to exceed a specified coverage ratio. In addition, we are able to incur additional indebtedness in the future, subject to the limitations contained in the agreements governing our indebtedness. Our indebtedness could have important consequences to you. Because of our indebtedness:

• our ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes and our ability to satisfy our obligations with respect to our indebtedness may be impaired in the future;

• a large portion of our cash flow from operations must be dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes;

• we are exposed to the risk of increased interest rates because a significant portion of our borrowings are at variable rates of interest;

• it may be more difficult for us to satisfy our obligations to our creditors, resulting in possible defaults on, and acceleration of, such indebtedness;

• we may be more vulnerable to general adverse economic and industry conditions;

• we may be at a competitive disadvantage compared to our competitors with proportionately less indebtedness or with comparable indebtedness on more favorable terms and, as a result, they may be better positioned to withstand economic downturns;

• our ability to refinance indebtedness may be limited or the associated costs may increase;

• our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited; and

• we may be prevented from carrying out capital spending and restructurings that are necessary or important to our growth strategy and efforts to improve our operating margins.

Despite our indebtedness levels, we and our subsidiaries may incur substantially more indebtedness, which may increase the risks created by our indebtedness.

We and our subsidiaries may incur substantial additional indebtedness in the future. The terms of the credit agreements governing the New Credit Facilities do not fully prohibit our subsidiaries from incurring additional debt. If our subsidiaries are in compliance with certain coverage ratios set forth in the agreements governing the New Credit Facilities, they may be able to incur substantial additional indebtedness, which may increase the risks created by our current indebtedness. In addition, subject to certain conditions and without the consent of the then existing lenders, the loans under the New Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to $325.0 million plus an additional amount not to exceed a specified leverage ratio. As of December 30, 2016, we were able to borrow an additional $181.0 million under the Amended ABL Credit Facility. In addition, we can request an increase in the commitments to our Amended ABL Credit Facility from the participating banks or other banks of up to $75.0 million under the terms of the facility.

Increases in interest rates would increase the cost of servicing our indebtedness and could reduce our profitability.

A significant portion of our outstanding indebtedness bears interest or will bear interest at variable rates. As a result, increases in interest rates would increase the cost of servicing our indebtedness and could materially and

27

adversely affect our business, financial position, results of operations or cash flows. As of December 30, 2016, assuming LIBOR exceeded 1.00%, each one percentage point change in interest rates would have resulted in a change of approximately $5.1 million in the annual interest expense on our New Term Loan Facility. As of December 30, 2016, assuming availability was fully utilized, each one percentage point change in interest rates would have resulted in a change of approximately $3.0 million in annual interest expense on the Amended ABL Credit Facility. The impact of increases in interest rates could be more significant for us than it would be for some other companies because of our indebtedness, thereby affecting our profitability.

A lowering or withdrawal of the ratings, outlook or watch assigned to our indebtedness by rating agencies may increase our future borrowing costs and reduce our access to capital.

Our indebtedness currently has a non-investment grade rating, and any rating, outlook or watch assigned could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, current or future circumstances relating to the basis of the rating, outlook or watch, such as adverse changes to our business, so warrant. Any future lowering of our ratings, outlook or watch likely would make it more difficult or more expensive for us to obtain additional debt financing.

The agreements and instruments governing our indebtedness contain restrictions and limitations that could significantly impact our ability to operate our business.

The New Credit Facilities contain covenants that, among other things, restrict the ability of AII and its subsidiaries to:

• incur additional indebtedness and create liens;

• pay dividends and make other distributions or to purchase, redeem or retire capital stock;

• purchase, redeem or retire certain junior indebtedness;

• make loans and investments;

• enter into agreements that limit AII’s or its subsidiaries’ ability to pledge assets or to make distributions or loans to us or transfer assets to us;

• sell assets;

• enter into certain types of transactions with affiliates;

• consolidate, merge or sell substantially all assets;

• make voluntary payments or modifications of junior indebtedness; and

• enter into lines of business.

The restrictions in the New Credit Facilities may prevent us from taking actions that we believe would be in the best interest of our business and may make it difficult for us to execute our business strategy successfully or effectively compete with companies that are not similarly restricted. We may also incur future debt obligations that might subject us to additional restrictive covenants that could affect our financial and operational flexibility. We may be unable to refinance our indebtedness, at maturity or otherwise, on terms acceptable to us or at all.

The ability of AII to comply with the covenants and restrictions contained in the New Credit Facilities may be affected by economic, financial and industry conditions beyond our control including credit or capital market disruptions. The breach of any of these covenants or restrictions could result in a default that would permit the applicable lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. If we are unable to repay indebtedness, lenders having secured obligations, such as the

28

lenders under the New Credit Facilities, could proceed against the collateral securing the indebtedness. In any such case, we may be unable to borrow under the New Credit Facilities and may not be able to repay the amounts due under such facilities. 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.

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.

Atkore and AII are each holding companies, and as such they have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries. Atkore and AII each depend on their respective subsidiaries to distribute funds to them so that they may pay obligations and expenses, including satisfying obligations with respect to indebtedness. Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness depends on the financial and operating performance of our subsidiaries and their ability to make distributions and dividends to us, which, in turn, depends on their results of operations, cash flows, cash requirements, financial position and general business conditions and any legal and regulatory restrictions on the payment of dividends to which they may be subject, many of which may be beyond our control.

We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our indebtedness. 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.

The outstanding borrowings under the New Term Loan Facility have a maturity date of December 22, 2023 and the Amended ABL Credit Facility is scheduled to mature on December 22, 2021. We may be unable to refinance any of our indebtedness or obtain additional financing, particularly because of our substantial indebtedness. Market disruptions, such as those experienced in 2008 and 2009, 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. If we are unable to refinance our indebtedness or access additional credit, or if short-term or long-term borrowing costs dramatically increase, our ability to finance current operations and meet our short-term and long-term obligations could be adversely affected.

If our subsidiary AII cannot make scheduled payments on its indebtedness, it will be in default and the lenders under the New Credit Facilities could terminate their commitments to loan money or foreclose against the assets securing their borrowings, and we could be forced into bankruptcy or liquidation.

Risks Related to Our Common Stock and This Offering

Atkore is a holding company with no operations of its own, and it depends on its subsidiaries for cash to fund all of its operations and expenses, including to make future dividend payments, if any.

Our operations are conducted entirely through our subsidiaries, and our ability to generate cash to fund our operations and expenses, to pay dividends or to meet debt service obligations is highly dependent on the earnings and the receipt of funds from our subsidiaries through dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow of AII and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or are otherwise unable to provide funds to the extent of our needs, there could be a material adverse effect on our business, financial condition, results of operations or cash flows.

29

For example, the agreements governing the New Credit Facilities significantly restrict the ability of our subsidiaries to pay dividends, make loans or otherwise transfer assets to us. Furthermore, our subsidiaries are permitted under the terms of the New Credit Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us.

The market price of our common stock may be volatile and could decline after this offering.

Volatility in the market price of our common stock may prevent you from being able to sell your shares at or above the price you paid for your shares. The market price of our common stock may fluctuate significantly. Among the factors that could affect our stock price are:

• industry or general market conditions;

• 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 the CD&R Investor), 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.

In particular, we cannot assure you that you will be able to resell your shares at or above the public offering price. 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. 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.

Future sales of shares by us or our existing stockholders could cause our stock price to decline.

Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. These

30

sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

As of January 17, 2017, we had 63,111,090 outstanding shares of common stock. Of these shares, all of the 21,200,000 shares sold in our IPO and in the secondary offering in December 2016 are, and the 8,000,000 shares to be sold in this offering will be, immediately tradable without restriction under the Securities Act of 1933, as amended, or the “Securities Act,” except for any shares held by “affiliates,” as that term is defined in Rule 144 under the Securities Act, or “Rule 144.” In June 2016, we filed a registration statement on Form S-8 under the Securities Act to register the shares of common stock to be issued under our equity compensation plans and, as a result, all shares of common stock acquired upon exercise of (i) stock options granted under these plans and (ii) other equity based awards granted under the Atkore International Group Inc. Omnibus Incentive Plan, or the “Omnibus Incentive Plan”, are also freely tradable under the Securities Act, subject to the terms of the lock-up agreements, unless purchased by our affiliates. As of January 17, 2017, there were stock options outstanding to purchase a total of 6,204,402 shares of our common stock. Additionally, 248,723 shares of our common stock are issuable pursuant to RSUs and 184,018 shares of our common stock are issuable pursuant to PSUs. As of January 17, 2017, 3,143,649 shares of our common stock were reserved for future issuance under our Omnibus Incentive Plan, of which 626,882 were subject to outstanding awards.

The remaining 33,911,090 shares of common stock outstanding as of January 17, 2017 are restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, means of sale, holding period and other limitations of Rule 144 under the Securities Act or pursuant to an exemption from registration under Rule 701 under the Securities Act, or “Rule 701,” subject to the lock-up agreements to be entered into by us, the CD&R Investor and our executive officers and directors.

In connection with this offering, we, the CD&R Investor and our executive officers and directors will sign lock-up agreements under which, subject to certain exceptions, we and they have agreed not to sell, transfer or dispose of or hedge, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock for a period of              days after the date of this prospectus except with the prior written consent of any two of Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, collectively, the “Lock-Up Release Parties.” See “Underwriting.” Following the expiration of this             -day lock-up period, 33,911,090 shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144 or pursuant to an exemption from registration under Rule 701. See “Shares Available for Future Sale” for a discussion of the shares of common stock that may be sold into the public market in the future. In addition, our significant stockholders may distribute shares that they hold to their investors who themselves may then sell into the public market following the expiration of the lock-up period. Such sales may not be subject to the volume, manner of sale, holding period and other limitations of Rule 144. As resale restrictions end, the market price of our common stock could decline if the holders of those shares sell them or are perceived by the market as intending to sell them. Furthermore, the CD&R Investor has the right to require us to register shares of common stock for resale in certain circumstances.

In the future, we may issue additional shares of common stock or other equity or debt securities convertible into or exercisable or exchangeable for shares of our common stock in connection with a financing, strategic investment, litigation settlement or employee arrangement or otherwise. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to 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. If one or more of the analysts that covers our common stock

31

downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline. If one or more of the analysts ceases coverage of our common stock or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our common stock price or trading volume to decline.

The CD&R Investor has significant influence over us and may not always exercise its influence in a way that benefits our public stockholders.

Following the completion of this offering, the CD&R Investor will own approximately 52.0% of the outstanding shares of our common stock, assuming that the underwriters do not exercise their option to purchase additional shares from the selling stockholder. As a result, the CD&R Investor will continue to exercise significant influence over all matters requiring stockholder approval for the foreseeable future, including approval of significant corporate transactions, which may reduce the market price of our common stock.

As long as the CD&R Investor continues to beneficially own at least 50% of our outstanding common stock, the CD&R Investor generally will be able to determine the outcome of corporate actions requiring stockholder approval, including the election of the members of our board of directors and the approval of significant corporate transactions, such as mergers and the sale of substantially all of our assets. Even after the CD&R Investor reduces its beneficial ownership below 50% of our outstanding common stock, it will likely still be able to assert significant influence over our board of directors and certain corporate actions. Following the completion of this offering, the CD&R Investor will continue to have the right to designate for nomination for election at least a majority of our directors as long as the CD&R Investor beneficially owns at least 50% of our common stock.

Because the CD&R Investor’s interests may differ from your interests, actions the CD&R Investor takes as our controlling stockholder or as a significant stockholder may not be favorable to you. For example, the concentration of ownership held by the CD&R Investor could delay, defer or prevent a change of control of us or impede a merger, takeover or other business combination that another stockholder may otherwise view favorably. Other potential conflicts could arise, for example, over matters such as employee retention or recruiting, or our dividend policy.

Under our amended and restated certificate of incorporation, the CD&R Investor and its affiliates and, in some circumstances, any of our directors and officers who is also a director, officer, employee, member or partner of the CD&R Investor and its affiliates, have no obligation to offer us corporate opportunities.

The policies relating to corporate opportunities and transactions with the CD&R Investor set forth in our second amended and restated certificate of incorporation, or “amended and restated certificate of incorporation”, address potential conflicts of interest between Atkore, on the one hand, and the CD&R Investor and its officers, directors, employees, members or partners who are directors or officers of our company, on the other hand. In accordance with those policies, the CD&R Investor may pursue corporate opportunities, including acquisition opportunities that may be complementary to our business, without offering those opportunities to us. By becoming a stockholder in Atkore, you will be deemed to have notice of and have consented to these provisions of our amended and restated certificate of incorporation. Although these provisions are designed to resolve conflicts between us and the CD&R Investor and its affiliates fairly, conflicts may not be resolved in our favor or be resolved at all.

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.

If, in the future, we decide to issue debt or equity securities that rank senior to our common stock, it is likely that such securities will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may

32

have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities. Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, holders of our common stock will bear the risk of our future offerings reducing the market price of our common stock and diluting the value of their stock holdings in us.

Fulfilling our obligations incident to being a public company, including compliance with the Exchange Act and the requirements of the Sarbanes-Oxley Act of 2002, or the “Sarbanes-Oxley Act,” the Dodd-Frank Act, will be expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.

Our IPO was completed in June 2016. As a public company, we are subject to the reporting, accounting and corporate governance requirements of the NYSE, the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act that apply to issuers of listed equity, which impose certain significant compliance requirements, costs and obligations upon us. The changes necessitated by being a publicly listed company require a significant commitment of additional resources and management oversight which increase our operating costs. Further, to comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. In addition, we may identify control deficiencies which could result in a material weakness or significant deficiency. In the past, we have identified material weaknesses, all of which have since been remediated. We did not identify any material weaknesses for fiscal 2016.

The expenses associated with being a public company include increases in auditing, accounting and legal fees and expenses, investor relations expenses, increased directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses. As a public company, we are required, among other things, to define and expand the roles and the duties of our board of directors and its committees and institute more comprehensive compliance and investor relations functions. Failure to comply with the requirements of being a public company could potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities.

Anti-takeover provisions in our amended and restated certificate of incorporation and amended and restated by-laws could discourage, delay or prevent a change of control of our company and may affect the trading price of our common stock.

Our amended and restated certificate of incorporation and our second amended and restated by-laws, or “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. 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;

• provide for a classified board of directors, which divides our board of directors into three classes, with members of each class serving staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting;

• limit the ability of stockholders to remove directors if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• 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 if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

33

• prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders, if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• establish advance notice requirements for nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders; and

• require the approval of holders of at least 66 ²⁄₃% of the outstanding shares of our common stock to amend our amended and restated by-laws and certain provisions of our amended and restated certificate of incorporation if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock.

These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if the provisions are viewed as discouraging takeover attempts in the future. See “Description of Capital Stock—Anti-Takeover Effects of our Certificate of Incorporation and By-Laws.”

Our amended and restated certificate of incorporation and amended and restated by-laws may also make it difficult for stockholders to replace or remove our management. Furthermore, the existence of the foregoing provisions, as well as the significant amount of common stock that the CD&R Investor will continue to own following this offering, could limit the price that investors might be willing to pay in the future for shares of our common stock. 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.

We could be the subject of securities class action litigation due to future stock price volatility, which could divert management’s attention and materially and adversely affect our business, financial position, results of operations or cash flows.

The stock market in general, and market prices for the securities of companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. A certain degree of stock price volatility can be attributed to being a newly public company. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In certain situations in which the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a similar lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and could materially and adversely affect our business, financial position, results of operations or cash flows.

We do not intend to pay dividends on our common stock for the foreseeable future and, consequently, your ability to achieve a return on your investment depends on appreciation in the price of our common stock.

We do not intend to declare and pay dividends on our common stock for the foreseeable future. We currently intend to use our future earnings, if any, to repay debt, to fund our growth, to develop our business, for working capital needs and for general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock depends upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares. Payments of dividends, if any, are at the sole discretion of our board of directors after taking into account various factors, including general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications of the payment of dividends by us to our stockholders or by our subsidiaries (including AII) to us, and such other factors as our board of directors may deem relevant. In addition, our

34

operations are conducted almost entirely through our subsidiaries. As such, to the extent that we determine in the future to pay dividends on our common stock, none of our subsidiaries will be obligated to make funds available to us for the payment of dividends. Further, the agreements governing the New 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.

We expect to continue to be a “controlled company” within the meaning of NYSE rules and, as a result, we will qualify for, and currently intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After the completion of this offering, the CD&R Investor will continue to control a majority of the voting power of our outstanding common stock. Accordingly, we expect to continue to qualify as a “controlled company” within the meaning of NYSE corporate governance standards. Under NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance standards, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that our nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and governance and compensation committees.

Following this offering, we intend to continue to utilize these exemptions. As a result, we do not have a majority of independent directors, our nominating and governance committee and compensation committee do not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Consequently, you will not have the same protections afforded to stockholders of companies that are subject to all of NYSE corporate governance rules and requirements. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

At such time as the CD&R Investor no longer controls a majority of the voting power of our outstanding common stock, we will no longer be a “controlled company” within the meaning of the NYSE rules. However, we may continue to rely on exemptions from certain corporate governance requirements during a one-year transition period.

At such time as the CD&R Investor no longer controls a majority of the voting power of our outstanding common stock, we will no longer be a “controlled company” within the meaning of the NYSE corporate governance standards. The NYSE rules require that we (i) have a majority of independent directors on our board of directors within one year of the date we no longer qualify as a “controlled company”; (ii) have at least one independent director on each of the Compensation and Nominating and Corporate Governance Committees on the date we no longer qualify as a “controlled company,” at least a majority of independent directors on each of the Compensation and Nominating and Corporate Governance Committees within 90 days of such date and the Compensation and Nominating and Corporate Governance Committees composed entirely of independent directors within one year of such date and (iii) perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees. During this transition period, we may continue to utilize the available exemptions from certain corporate governance requirements as permitted by the NYSE rules. Accordingly, during the transition period you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

35

Our amended and restated certificate of incorporation includes provisions limiting the personal liability of our directors for breaches of fiduciary duty under the DGCL.

Our amended and restated certificate of incorporation contains provisions permitted under the action asserting a claim arising under the General Corporation Law of the State of Delaware, or “DGCL”, relating to the liability of directors. 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;

• under Section 174 of the DGCL (unlawful dividends); or

• any transaction from which the director derives an improper personal benefit.

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. 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. 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 for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders.

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.

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. By becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum. The choice of forum provision in our amended and restated certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or any of our directors, officers, other employees, agents or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial position, results of operations or cash flows.

36

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This prospectus contains forward-looking statements and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. They appear in a number of places throughout this prospectus 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.

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 prospectus. 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 prospectus, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus, 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 U.S. and international markets in which we operate;

• weakness or another downturn in the U.S. 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;

• 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;

• 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;

• 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 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;

37

• 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;

• challenges attracting and retaining key personnel or high-quality employees;

• 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;

• 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;

• our inability to introduce new products effectively or implement our innovation strategies;

• the inability of our customers to pay off the credit lines extended to them by us in a timely manner and the negative impact on customer relations resulting from our collections efforts with respect to non-paying or slow-paying customers;

• our inability to continue importing raw materials, component parts and/or finished goods;

• changes in legislation, regulation and government policy as a result of the 2016 U.S. presidential and congressional elections;

• the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures;

• failure to manage acquisitions successfully, including identifying, evaluating, and valuing acquisition targets and integrating acquired companies, businesses or assets;

• the incurrence of liabilities in connection with violations of the FCPA and similar foreign anti-corruption laws;

• 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;

• the significant influence the CD&R Investor will continue to have over corporate decisions; and

• other risks and factors included under “Risk Factors” and elsewhere in this prospectus.

38

You should read this prospectus completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements attributable to us or persons acting on our behalf that are made in this prospectus are qualified in their entirety by these cautionary statements. These forward-looking statements are made only as of the date of this prospectus, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends, or indications of future performance, unless expressed as such, and should only be viewed as historical data.

39

USE OF PROCEEDS

The selling stockholder will receive all of the net proceeds from the sale of shares of our common stock offered pursuant to this prospectus. Accordingly, we will not receive any proceeds from the sale of the shares being sold in this offering, including the sale of any shares by the selling stockholder if the underwriters exercise their option to purchase additional shares. The selling stockholder will bear any underwriting commissions and discounts attributable to its sale of our common stock, and we will bear the remaining expenses. See “Principal and Selling Stockholders.”

40

DIVIDEND POLICY

We do not intend to declare or pay dividends on our common stock for the foreseeable future. We currently intend to use our future earnings, if any, to repay debt, to fund our growth, to develop our business, for working capital needs and general corporate purposes. Our ability to pay dividends to holders of our common stock is significantly limited as a practical matter by the New Credit Facilities insofar as we may seek to pay dividends out of funds made available to us by AII or its subsidiaries, because AII’s debt instruments directly or indirectly restrict AII’s ability to pay dividends or make loans to us. Any future determination to pay dividends on our common stock will be subject to the discretion of our board of directors and depend upon various factors, including our results of operations, financial condition, liquidity requirements, capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and other factors that our board of directors may deem relevant. See “Description of Certain Indebtedness” for a description of restrictions on our ability to pay dividends under our debt instruments.

41

MARKET PRICE OF OUR COMMON STOCK

Our common stock has been listed on the NYSE under the symbol “ATKR” since June 10, 2016. Prior to that time, there was no public market for our common stock. The following table sets forth for the periods indicated the high and low sales prices per share of our common stock as reported on the NYSE:

	High		Low
2016:
Third quarter(1)	$	16.85	$	15.56
Fourth quarter	$	19.17	$	14.17
2017:
First quarter	$	24.34	$	18.00
Second quarter (through February 7, 2017)	$	27.30	$	18.00

(1) Represents the period from June 10, 2016, the date of our initial listing on the NYSE, through June 24, 2016, the end of our 2016 third fiscal quarter.

A recent reported closing price for our common stock is set forth on the cover page of this prospectus. As of January 17, 2017, there were 10 holders of record of our common stock. This stockholder figure does not include a substantially greater number of holders whose shares are held of record by banks, brokers and other financial institutions. American Stock Transfer & Trust Company, LLC, is the transfer agent and registrar of our common stock.

42

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization on a consolidated basis as of December 30, 2016.

All of the shares of common stock offered in this offering are being sold by the selling stockholder. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholder in this offering, including from any exercise by the underwriters of their option to purchase additional shares from the selling stockholder.

You should read this table in conjunction with “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Certain Indebtedness” and our consolidated financial statements and related notes included elsewhere in this prospectus.

(in thousands, except share and per share amounts)	As of December 30, 2016
Cash and cash equivalents	$	87,973
Long term debt:
Amended ABL Credit Facility(1)	$	—
New Term Loan Facility		498,750
Deferred financing costs		(5,003	)
Total long-term debt (including current portion)		493,747
Equity:
Common stock $0.01 par value per share; 1,000,000,000 shares authorized, 63,088,752 shares issued and outstanding		632
Treasury stock, held at cost, 260,900 shares		(2,580	)
Additional paid-in capital		405,687
Accumulated deficit		(95,670	)
Accumulated other comprehensive loss		(27,524	)
Total equity		280,455
Total capitalization	$	774,202

(1) As of December 30, 2016, we had $17.9 million of letters of credit issued under the Amended ABL Credit Facility and available borrowing capacity of $181.0 million under the Amended ABL Credit Facility.

43

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables set forth selected historical financial data as of the dates and for the periods indicated. The selected historical balance sheet data as of December 30, 2016 and the selected historical statement of operations data for the three months ended December 30, 2016 and December 25, 2015 are derived from our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus. The selected historical balance sheet data as of December 25, 2015 is derived from our unaudited condensed consolidated financial statements and related notes not included elsewhere in this prospectus. The selected historical consolidated financial data as of September 30, 2016 and September 25, 2015 and for the fiscal years ended September 30, 2016 and September 25, 2015 and September 26, 2014 have been derived from our audited consolidated financial statements and related notes included elsewhere in this prospectus. The selected historical consolidated financial data as of September 26, 2014 and for the fiscal year ended September 27, 2013 has been derived from our audited consolidated financial statements and related notes not included elsewhere in this prospectus. The selected historical balance sheet data as of September 27, 2013 and the selected historical consolidated financial data as of and for the fiscal year ended September 28, 2012 have been derived from our unaudited consolidated financial statements and related notes not included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected for any future period.

44

This “Selected Historical Consolidated Financial Data” is qualified in its entirety by, and should be read in conjunction with, our audited consolidated financial statements and related notes and our unaudited condensed consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the “Prospectus Summary—Summary Historical Consolidated Financial Data” included elsewhere in this prospectus.

	Three Months Ended						Fiscal Year Ended
(in thousands, except per share data)	December 30, 2016			December 25, 2015			Sept. 30, 2016			Sept. 25, 2015(1)			Sept. 26, 2014(2)			Sept. 27, 2013(3)			Sept. 28, 2012
Statement of Operations Data:
Net sales	$	337,591		$	358,375		$	1,523,384		$	1,729,168		$	1,702,838		$	1,475,897		$	1,549,325
Cost of sales		245,586			285,966			1,154,702			1,456,375			1,475,728			1,264,348			1,305,432
Gross profit		92,005			72,409			368,682			272,793			227,110			211,549			243,893
Selling, general and administrative		43,892			43,841			219,397			185,815			180,783			160,749			162,845
Intangible asset amortization		5,589			5,517			22,238			22,103			20,857			15,317			14,939
Asset impairment charges(4)		—			—			129			27,937			44,424			9,161			12,153
Operating income (loss)		42,524			23,051			126,918			36,938			(18,954	)		26,322			53,956
Interest expense, net		9,830			9,881			41,798			44,809			44,266			47,869			50,113
(Gain) loss on extinguishment of debt(5)		9,805			—			(1,661	)		—			43,667			—			—
Income (loss) from operations before income taxes		22,889			13,170			86,781			(7,871	)		(106,887	)		(21,547	)		3,843
Income tax expense (benefit)		5,507			4,598			27,985			(2,916	)		(32,939	)		(2,966	)		(3,347	)
Income (loss) from continuing operations		42,524			23,051			58,796			(4,955	)		(73,948	)		(18,581	)		7,190
Loss from discontinued operations(6)		—			—			—			—			—			(42,654	)		(5,142	)
(Expense) benefit for income taxes		(5,507	)		(4,598	)		—			—			—			(2,791	)		1,129
Net income (loss)		17,382						58,796			(4,955	)		(73,948	)		(61,235	)		2,048
Convertible preferred stock and dividends		—			—			—			—			29,055			47,234			41,967
Net income (loss) attributable to common stockholders	$	17,382		$	8,572		$	58,796		$	(4,955	)	$	(103,003	)	$	(108,469	)	$	(39,919	)
Weighted average shares outstanding:
Basic		62,642			62,466			62,486			62,527			50,998			40,744			40,688
Diluted		65,920			62,466			62,820			62,527			50,998			40,744			40,688
Net income (loss) per share:
Basic	$	0.28		$	0.14		$	0.94		$	(0.08	)	$	(2.02	)	$	(2.66	)	$	(0.98	)
Diluted	$	0.26		$	0.14		$	0.94		$	(0.08	)	$	(2.02	)	$	(2.66	)	$	(0.98	)
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	87,973		$	200,279		$	200,279		$	80,598		$	33,360		$	54,770		$	51,927
Total assets		1,019,236			1,164,568			1,164,568			1,113,799			1,185,419			1,272,195			1,267,996
Long-term debt, including current maturities		493,747			630,313			630,313			652,208			692,867			451,297			389,633
Cumulative convertible preferred stock		—			—			—			—			—			423,576			376,341
Total equity		280,455			257,246			257,246			156,277			176,469			510,377			543,378
Cash Flow Data:
Cash flows provided by (used in):
Operating activities	$	32,169		$	51,945		$	156,646		$	141,073		$	86,333		$	35,424		$	58,361
Investing activities		(926	)		(4,191	)		(12,895	)		(46,641	)		(48,860	)		(87,252	)		(12,750	)
Financing activities		(142,414	)		(1,340	)		(23,908	)		(44,106	)		(57,584	)		55,823			(41,246	)
Other Financial Data:
Adjusted net sales(7)	$	337,591		$	350,559		$	1,515,568		$	1,550,575		$	1,510,150		$	1,277,175		$	1,347,848
Adjusted EBITDA(8)		49,891			48,053			235,002			163,950			126,597			111,559			124,877
Net income margin		5.1	%		2.4	%		3.9	%		(0.3	)%		(4.3	)%		(4.1	)%		0.1	%
Adjusted EBITDA Margin(8)		14.7	%		13.7	%		15.5	%		10.6	%		8.4	%		8.7	%		9.3	%
Capital expenditures		3,964			4,663			16,830			26,849			24,362			14,999			19,192

(1) Includes results of operations of APPI and SCI from October 20, 2014 and November 17, 2014, respectively.

(2) Includes results of operations of Ridgeline from October 11, 2013.

(3) Includes results of Heritage Plastics and Liberty Plastics from September 17, 2013.

(4) We recorded asset impairments of $27.9 million for fiscal 2015, of which $24.0 million relates to long-lived assets from the closure of a Philadelphia, Pennsylvania facility. The remaining $3.9 million represents impairment of goodwill from our SCI acquisition, which is part of our Electrical Raceway reportable segment. We recorded asset impairments of $44.4 million for fiscal 2014, of which, $43.0 million represents goodwill impairment from a reporting unit within our MP&S reportable segment. The remaining $1.4 million

45

primarily represents a $0.9 million impairment of trade names of our Razor Ribbon and Columbia MBF commercial businesses. We recorded asset impairments of $9.2 million for fiscal 2013, which includes $5.9 million to adjust the carrying value of several held-for-sale facilities recorded at fair value. The remaining $3.3 million represents a write-down of property, plant and equipment of our Acroba business located in France. We recorded $12.2 million for fiscal 2012, which included $6.6 million related to the write-down of an Enterprise Resource Planning system and $5.3 million to adjust the carrying value of a manufacturing facility reported as held for sale. See Notes 6 and 15 to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

(5) Incurred in connection with the redemption in fiscal 2014 of AII’s Senior Notes and the Refinancing completed in December 2016. See Note 8 to our audited consolidated financial statements and Note 6 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(6) We divested our business in Brazil during fiscal 2013, which was reported as a discontinued operation. See Note 18 to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

(7) For the complete definition of Adjusted net sales, see “Prospectus Summary—Summary Historical Consolidated Financial Data.” The following table sets forth a reconciliation of net sales to Adjusted net sales for the periods presented:

	Three Months Ended					Fiscal Year Ended
($ in thousands)	December 30, 2016		December 25, 2015			Sept. 30, 2016			Sept. 25, 2015			Sept. 26, 2014			Sept. 27, 2013			Sept. 28, 2012
Net sales	$	337,591	$	358,375		$	1,523,384		$	1,729,168		$	1,702,838		$	1,475,897		$	1,549,325
Impact of Fence and Sprinkler exit		—		(7,816	)		(7,816	)		(178,593	)		(192,688	)		(198,722	)		(201,477	)
Adjusted net sales	$	337,591	$	350,559		$	1,515,568		$	1,550,575		$	1,510,150		$	1,277,175		$	1,347,848

(8) For the complete definition of Adjusted EBITDA and Adjusted EBITDA margin, see “Prospectus Summary—Summary Historical Consolidated Financial Data.” The following table sets forth a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:

	Three Months Ended					Fiscal Year Ended
($ in thousands)	December 30, 2016			December 25, 2015		Sept. 30, 2016			Sept. 25, 2015			Sept. 26, 2014			Sept. 27, 2013			Sept. 28, 2012
Net income (loss)	$	17,382		$	8,572	$	58,796		$	(4,955	)	$	(73,948	)	$	(61,235	)	$	2,048
Loss from discontinued operations, net of income tax expense		—			—		—			—			—			42,654			5,142
Depreciation and amortization		13,628			13,493		55,017			59,465			58,695			48,412			38,587
(Gain) loss on extinguishment of debt		9,805			—		(1,661	)		—			43,667			—			—
Interest expense, net		9,830			9,881		41,798			44,809			44,266			47,869			50,113
Income tax expense (benefit)		5,507			4,598		27,985			(2,916	)		(32,939	)		(2,966	)		(3,347	)
Restructuring and impairments(a)		389			1,294		4,096			32,703			46,687			10,931			12,731
Net periodic pension benefit cost(b)		—			110		441			578			1,368			3,371			2,935
Stock-based compensation(c)		2,720			2,045		21,127			13,523			8,398			2,199			1,035
ABF product liability impact(d)		—			212		850			(216	)		2,841			1,383			3,437
Consulting fees(e)		—			875		15,425			3,500			4,854			6,000			6,000
Multi-employer pension withdrawal(f)		—			—		—			—			—			7,290			—
Legal settlements(g)		—			—		1,382			—			—			—			—
Transaction costs(h)		1,560			655		7,832			6,039			5,049			1,780			1,258
Other(i)		(10,930	)		5,507		1,103			14,305			12,656			7,685			8,092
Impact of Fence and Sprinkler(j)		—			811		811			(2,885	)		5,003			(3,814	)		(3,154	)
Adjusted EBITDA	$	49,891		$	48,053	$	235,002		$	163,950		$	126,597		$	111,559		$	124,877

(a) Restructuring amounts represent exit or disposal costs including termination benefits and facility closure costs. Impairment amounts represent write-downs of goodwill, intangible assets and/or long-lived assets. See Notes 6 and 15 to our audited consolidated financial statements and Note 11 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(b) Through fiscal 2016, represents pension costs in excess of cash funding for pension obligations in the period. Beginning in fiscal 2017, the Company has not adjusted EBITDA for net periodic pension benefit cost. See Note 10 to our audited consolidated financial statements and Note 8 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(c) Represents stock-based compensation expenses related to options awards and restricted stock units. See Note 13 to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

(d) Through fiscal 2016, represents changes in our estimated exposure to ABF matters. Beginning in fiscal 2017, the Company has not adjusted EBITDA for costs incurred with the ABF product liability. See Note 16 to our audited consolidated financial statements and Note 12 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(e) Represents amounts paid to CD&R until June 15, 2016 and, until April 9, 2014, to Tyco. In connection with our IPO, we entered into a termination agreement with CD&R, pursuant to which the parties agreed to terminate this consulting fee. See “Certain Relationships and Related Party Transactions—Consulting Agreements.” See Note 3 to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

(f) Represents our proportional share of a multi-employer pension liability from which we withdrew in fiscal 2013. See Note 10 to our audited financial statements included elsewhere in this prospectus for further detail.

(g) Represents gain (loss) recognized in litigation settlements. See Note 16 to our audited consolidated financial statements and Note 12 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

(h) Represents expenses related to our IPO and secondary offerings and acquisition and divestiture-related activities.

(i) Represents other items, such as lower-of-cost-or-market inventory adjustments, release of indemnified uncertain tax positions and the impact of foreign exchange gains or losses related to our divestiture in Brazil.

(j) Represents historical performance of Fence and Sprinkler and related operating costs.

46

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following information should be read in conjunction with our audited consolidated financial statements and related notes and our unaudited condensed consolidated financial statements and related notes included elsewhere in this prospectus, “Prospectus Summary—Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated Financial Data.” The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this prospectus, particularly under the captions “Risk Factors” and “Special Note Regarding Forward-Looking Statements and Information.” The percentages provided below reflect rounding adjustments. Accordingly, figures expressed as percentages when aggregated may not be the arithmetic sum of the percentages that precede them.

Company Overview

We are a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and MP&S for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure’s electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. We believe we hold #1 or #2 positions in the United States by net sales in the vast majority of our products. The quality of our products, the strength of our brands and our scale and national presence provide what we believe to be a unique set of competitive advantages that position us for profitable growth.

Prior to December 2010, we operated as the Tyco Electrical and Metal Products, or “TEMP,” business of Tyco. In December 2010, an affiliate of Tyco completed the sale to the CD&R Investor of a 51% stake in the Company. In April 2014, we acquired all of the shares of our common stock then held by an affiliate of Tyco. For further discussion of our corporate history, see “Business—Company History.” Since our separation from Tyco, we have undertaken a significant transformation of our business, including:

• the acquisition of six businesses, which have strengthened and extended our capabilities and offerings across our entire product portfolio;

• the divestiture and permanent closure of businesses that we considered non-core operations due to unfavorable competitive positions or cost structures;

• significant upgrades in our management team, with over 90% of our executives and over 80% of our senior leadership in new roles or new to the Company since 2011; and

• the development and implementation of ABS, a foundational set of principles, behaviors and beliefs based on driving excellence in strategy, people and processes.

This proactive optimization of our portfolio has enabled us to focus on our core businesses, improve our mix of higher margin products, drive market share gains and improve overall profitability.

Initial Public Offering

On June 9, 2016, our registration statement on Form S-1 (Registration No. 333-209940) relating to an IPO of our common stock was declared effective by the SEC. On June 15, 2016, we completed the IPO at a price to the public of $16.00 per share. In connection with the IPO, the CD&R Investor sold an aggregate of 12,000,000 shares of common stock. The CD&R Investor received all of the net proceeds and bore all commissions and discounts from the sale of our common stock. We did not receive any proceeds from the IPO.

47

Secondary Public Offering

On December 7, 2016, our registration statement on Form S-1 (Registration No. 333-214871) relating to a secondary offering of our common stock was declared effective by the SEC. On December 13, 2016, we completed the secondary offering at a price to the public of $19.00 per share. In connection with the secondary offering, the CD&R Investor sold an aggregate of 9,200,000 shares of common stock, including 1,200,000 shares sold on January 10, 2017 pursuant to the underwriters’ option to purchase additional shares. The CD&R Investor received all of the net proceeds and bore all commissions and discounts from the sale of our common stock. We did not receive any proceeds from the secondary offering.

Refinancing Transaction

On December 22, 2016, AII completed the previously-announced refinancing of the Prior First Lien Term Loan Facility and the Prior Second Lien Term Loan Facility with the New Term Loan Facility. On the same date, AII also amended its $325.0 million asset based credit facility to, among other things, (i) extend the maturity to December 2021 and (ii) decrease the interest rate margins applicable to loans under the Amended ABL Credit Facility. We refer to these transactions, collectively, as the Refinancing. AII used the borrowings under the New Term Loan Facility, together with approximately $155.0 million of available cash to prepay in full (i) all loans outstanding under the Prior First Lien Term Loan Facility and (ii) all loans outstanding under the Prior Second Lien Term Loan Facility, and to pay related fees and expenses, including accrued and unpaid interest in respect of the Prior First Lien Term Loan Facility and the Prior Second Lien Term Loan Facility resulting in a net loss on extinguishment of debt of $9.8 million.

Business Factors Influencing our Results of Operations

The following factors may affect our results of operations in any given period:

Economic Conditions. Our business depends on demand from customers across various end markets, including wholesale distributors, OEMs, retail distributors and general contractors. 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 2016, 92% of our net sales were to customers located in the United States. As a result, our business is heavily dependent on the health of the U.S. economy, in general, and on U.S. non-residential construction activity, in particular. A stronger U.S. economy and robust non-residential construction generally increase demand for our products.

We believe that our business and demand for our products is influenced by two main economic indicators: U.S. gross domestic product, or “GDP,” and non-residential construction starts, measured in square footage. The U.S. non-residential construction market has experienced modest growth over the past few years, in line with U.S. GDP. Our historic results have been positively impacted by growth in the non-residential construction market, as such growth leads to greater demand for our products. Projected trends for construction starts in several industry sectors are favorable for our products. For example, according to Dodge non-residential construction data, manufacturing, office, store and education construction activity is projected to grow at a CAGR of 7.4%, 7.7%, 5.9% and 10.2%, respectively, between 2016 and 2019. For the same period, overall non-residential construction activity is projected to grow at a CAGR of 4.2%. In addition, MR&R activity generally increases and represents a greater share of non-residential construction activity during challenging periods in the economic or construction cycle. During those periods, our MR&R demand as a percentage of total demand typically increases, providing a more consistent revenue stream for our business.

Raw Materials. We use a variety of raw materials in the manufacture of our products, which primarily include steel, copper and PVC resin. We believe that sources for these raw materials are well established, generally available and are in sufficient quantity that we may avoid disruption in our business. The cost to procure these raw materials is subject to price fluctuations, often as a result of macroeconomic conditions. Our cost of sales may be affected by changes in the market price of these materials, and to a lesser extent other commodities, such as zinc, electricity, natural gas and diesel fuel. The prices at which we sell our products may

48

adjust upward or downward based on raw material price changes. We believe several factors drive the pricing of our products, including the quality of our products, the ability to meet customer delivery expectations and co-loading capabilities, as well as the prices of our raw material inputs. Historically, we have not engaged in hedging strategies for raw material purchases. Our results may be impacted by inventory liquidations 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. Our inventory levels may be impacted from time to time, due to delivery lead times from our suppliers. We are typically obligated to pay for our raw material purchases within 10 and 30 days of their receipt, while we generally collect cash from the sale of our manufactured products between 40 and 50 days from the point at which title and risk of loss transfers.

Seasonality. In a typical year, our operating results are impacted by seasonality. Historically, sales of our products have been higher in the third and fourth quarters of each fiscal year due to favorable weather for construction-related activities.

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. In accordance with 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. In total, we have invested over $200 million in acquisitions since 2011. In 2012, we acquired Flexhead Industries, or “Flexhead,” a leading manufacturer of flexible sprinkler drops that provided a set of higher margin, value-added products to our MP&S portfolio. Flexhead’s products provide engineers, architects, contractors and building owners with solutions for rapid installation, simple relocation and system versatility for commercial ceilings applications.

Product diversification has been a core element to our growth strategy. Prior to 2013, our Electrical Raceway offering primarily consisted of steel and copper products. At that time, we produced PVC conduit from a single facility in Georgia, and we did not have a meaningful presence in the market. In 2013 and 2014, we completed the acquisitions of Heritage Plastics, Liberty Plastics, Ridgeline and APPI, which significantly increased our portfolio of PVC products, including PVC conduit, fittings, elbows and sweeps. The additional scale, which included new operations in the Northeast, Midwest, Southwest and Western United States, enabled us to more comprehensively serve our largest electrical distribution customers in this product line and significantly increased our market share and presence in the Electrical Raceway market. These acquisitions also substantially increased our cross-selling opportunities, providing a meaningful avenue for growth going forward.

In 2015, we acquired SCI, a manufacturer of electrical fittings for steel, flexible and liquidtight conduit as well as armored cable. SCI enhanced the breadth of our product portfolio and is representative of the opportunities we have in our fragmented markets to add complementary products that will further support our growth and customer value proposition. We expect to continue to pursue synergistic acquisitions as part of our growth strategy to expand our product offerings.

See Note 2 to our audited consolidated financial statements included elsewhere in this prospectus in further detail.

Divestitures and Restructurings. Since 2011, we have continuously evaluated our operations to ensure that we are investing resources strategically. Our assessment has included existing operating performance, required levels of investment to improve performance and the overall complexities of doing business in certain markets and geographic regions. After careful consideration, we streamlined our business through a combination of business divestitures, asset sales and the exit of certain product lines.

49

In 2012, we sold our interest in a joint venture in Saudi Arabia that represented our only investment in the Middle East because we determined that it did not provide sufficient earnings or strategic value to support the complexities of managing foreign operations. During that same year, we also sold two low-margin, commodity-oriented businesses in the United States for which we had limited market presence or competitive differentiation—our hollow structural tube business based in Morrisville, Pennsylvania and our sprinkler system fabrication business. During 2013, we further reduced our non-domestic footprint by closing one facility in Brazil, selling the remainder of our Brazilian operations and closing our Acroba subsidiary in France. Exiting these international businesses allowed us to generate cash, eliminate low-margin businesses from our portfolio and mitigate various risks, such as foreign currency exposure and the general complexities of managing operations outside the United States.

In April 2014, AII refinanced its then outstanding indebtedness with the proceeds of the Prior Term Loan Facilities. AII paid a dividend to AIH with a portion of the proceeds of the Prior Term Loan Facilities, and AIH in turn paid a dividend to us to fund our acquisition of all of the shares of our common stock then held by the Tyco Seller for an aggregate cash purchase price of approximately $250.0 million.

In 2015, we exited Fence and Sprinkler, two product lines that did not align with our long-term vision due to limited product differentiation, exposure to significant import competition, ongoing price pressure due to overcapacity in the market and having different channels to market than our Electrical Raceway and MP&S segments. In conjunction with the exit from Fence and Sprinkler, we evaluated the viability of a Philadelphia, Pennsylvania manufacturing facility and determined that significant investment would be required to bring that facility to an acceptable level of operation. Given our ability to shift ongoing production capacity from that facility to other existing facilities, we closed this facility in the first quarter of fiscal 2016. Neither Fence nor Sprinkler constituted a component with a significance level that would have required presentation as discontinued operations.

See Note 15 to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

Initial Public Offering. On June 9, 2016, our registration statement on Form S-1 for our IPO was declared effective by the SEC. On June 15, 2016, we completed the offering of 12,000,000 shares of our common stock at a price of $16.00 per share. The Company did not receive any proceeds from the shares sold in the IPO.

Foreign currencies. In fiscal 2016, approximately 8% of our net sales came from customers located outside the United States, most of which were foreign currency sales denominated in Canadian dollars, British pounds sterling, Australian dollars, Chinese Yuan and New Zealand dollars. The functional currency of our operations outside the United States is generally the local currency. Assets and liabilities of our non-U.S. subsidiaries are translated into U.S. dollars using period-end exchange rates. Foreign revenue and expenses are translated at the monthly average exchange rates in effect during the period. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within our statements of comprehensive income (loss). See “Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk.”

See Note 1 to our audited consolidated financial statements included elsewhere in this prospectus for further detail.

Emerging Industry Trends. In addition to U.S. GDP and non-residential construction starts, there are emerging industry trends that we believe will drive further demand for our products. These include new building technologies which enhance facility management, such as automation and LED lighting systems, as well as the rapid expansion of certain non-residential construction categories, including data centers and healthcare facilities. In recent years, technological advancements aimed at improving facility management have been driven by a number of factors, including integration and interoperability, the proliferation of the Internet and associated increases in data and power requirements and a desire to reduce costs through improved energy efficiency,

50

lighting systems and operating effectiveness. We believe that these trends will drive greater needs for electrical capacity and circuitry, increasing the demand for many of our products. We also target high growth end-markets that are projected to experience rapid growth and to drive demand for our products, including our framing and support products. According to Dodge non-residential construction data, healthcare sector construction activity is projected to grow at a CAGR of 9.7% between 2016 and 2019. Lastly, based on third-party data, growth in the data center construction market in the United States is forecast to grow at a CAGR of 4.2% between 2014 and 2019 and, between 2015 and 2020, the building lighting control systems market in the United States is forecast to grow at a CAGR of 5%, while the LED lighting market in North America is forecast to grow at a CAGR of 13%.

Reportable Segments

We operate our business through two operating segments which are also our reportable segments: Electrical Raceway and MP&S. Our operating segments are organized based on primary market channel and, in most instances, the end use of products. We review the results of our operating segments separately for the purposes of making decisions about resource allocation and performance assessment. We evaluate performance on the basis of net sales, Adjusted net sales and Adjusted EBITDA. See Note 19 to our audited consolidated financial statements and Note 15 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

Intersegment transactions primarily consist of product sales at transfer prices which we set on an arms-length basis. Gross profit earned and reported within each segment from such transactions is eliminated in our consolidated results. Certain manufacturing and distribution expenses are allocated between our operating segments on a pro rata basis due to the shared nature of activities. Certain assets, such as machinery and equipment and facilities, are not allocated to each segment despite serving both segments. These shared assets are reported within the MP&S segment. We allocate certain corporate operating expenses that directly benefit our operating segments, such as insurance and information technology, on a basis that reasonably approximates an estimate of the use of these services.

In addition to our operating segments, our consolidated financial results include “Corporate.” Corporate consists of unallocated selling, general and administrative activities and associated expenses including executive, legal, finance, human resources, information technology, business development and communications. In addition, certain costs and earnings of employee-related benefits plans, such as stock-based compensation and the portion of medical costs for which the Company is self-insured, are included in Corporate and not allocated to our operating segments. Corporate also reflects our cash pooling structures and borrowings under the Prior Credit Facilities and the New Credit Facilities, as applicable, to meet liquidity needs.

Fiscal Year

We have a fiscal year that ends on September 30. It is the Company’s practice to establish quarterly closings using a 4-5-4 calendar. Our fiscal quarters end on the last Friday in December, March and June. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal 2016 was a 53-week fiscal year, which ended on September 30, 2016. Fiscal 2015 and 2014 were 52-week fiscal years, which ended on September 25, 2015 and September 26, 2014, respectively.

Key Components of Results of Operations

Net sales

Net sales represents external sales of Electrical Raceway products to the non-residential construction and MR&R markets and MP&S products and solutions to the commercial and industrial markets. Net sales includes gross product sales and freight billed to our customers, net of allowances for rebates, sales incentives, trade promotions, product returns and discounts.

51

Adjusted net sales

We present Adjusted net sales to facilitate comparisons of reported net sales from period to period within our MP&S segment. In August 2015, we announced plans to exit Fence and Sprinkler in order to re-align our long-term strategic focus. These product lines were discontinued during the first quarter of fiscal 2016. Management uses Adjusted net sales to evaluate our ongoing business operations, which no longer include Fence and Sprinkler. For further discussion on Adjusted net sales, including the definition thereof and a reconciliation to net sales, see “Prospectus Summary—Summary Historical Consolidated Financial Data.”

Cost of sales

Cost of sales includes all costs directly related to the production of goods for sale. 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.

Gross profit

Gross profit represents the difference between our net sales and cost of sales.

Selling, general and administrative expenses

Selling, general and administrative costs includes 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 and other costs incurred in becoming a public company. Also included are compensation expense for share-based awards, restructuring-related charges, third-party professional services and translation gains or losses for foreign currency transactions.

Adjusted EBITDA and Adjusted EBITDA margin

We use Adjusted EBITDA and Adjusted EBITDA Margin in evaluating the performance of our business. We use Adjusted EBITDA and Adjusted EBITDA Margin in the preparation of our annual operating budgets and as indicators of business performance. 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 and profitability. For further discussion on Adjusted EBITDA and Adjusted EBITDA Margin, including definitions thereof and a reconciliation of net income (loss) to Adjusted EBITDA, see “Prospectus Summary—Summary Historical Consolidated Financial Data.”

52

Results of Operations—Three Months Ended December 30, 2016

	Three months ended
($ in thousands)	December 30, 2016			December 25, 2015			Change			% Change
Net sales	$	337,591		$	358,375		$	(20,784	)		(5.8	)%
Cost of sales		245,586			285,966			(40,380	)		(14.1	)%
Gross profit		92,005			72,409			19,596			27.1	%
Selling, general and administrative		43,892			43,841			51			0.1	%
Intangible asset amortization		5,589			5,517			72			1.3	%
Operating income		42,524			23,051			19,473			84.5	%
Interest expense, net		9,830			9,881			(51	)		(0.5	)%
Loss on extinguishment of debt		9,805			—			9,805			*
Income before income taxes		22,889			13,170			9,719			73.8	%
Income tax expense		5,507			4,598			909			19.8	%
Net income	$	17,382		$	8,572		$	8,810			102.8	%
Non-GAAP financial data
Adjusted net sales	$	337,591		$	350,559		$	(12,968	)		(3.7	)%
Adjusted EBITDA	$	49,891		$	48,053		$	1,838			3.8	%
Adjusted EBITDA Margin		14.8	%		13.7	%

* Not meaningful

Three Months Ended December 30, 2016 Compared to Three Months Ended December 25, 2015

Net sales

Net sales decreased $20.8 million, or 5.8% to $337.6 million for the three months ended December 30, 2016 compared to $358.4 million for the three months ended December 25, 2015. The decrease was due to lower volume of $30.6 million primarily related to lower demand for mechanical pipe products. Net sales also decreased $7.8 million related to the Fence and Sprinkler exit in November 2015, $2.5 million due to the impact of a stronger U.S. dollar and $2.3 million of decreased freight revenue. These declines were partially offset by $22.4 million of higher net average selling prices in part due to rising input costs during the period, primarily in the nonresidential market.

Cost of sales

Cost of sales decreased by $40.4 million, or 14.1% to $245.6 million for the three months ended December 30, 2016 compared to $286.0 million for the three months ended December 25, 2015. The decrease was primarily due to lower volume of $23.6 million primarily related to our mechanical pipe products. Cost of sales also decreased $7.1 million due to lower freight and warehouse costs resulting from lower volume of products sold, $6.7 million resulting from the Fence and Sprinkler exit and $0.9 million due to lower material cost for goods sold as a result of lower-of-cost-or-market charges, partially offset by higher material costs. A stronger U.S. dollar provided a favorable foreign currency translation impact, lowering cost of sales by $2.1 million.

Gross profit

Gross profit increased by $19.6 million, or 27.1% to $92.0 million for the three months ended December 30, 2016 compared to $72.4 million for the three months ended December 25, 2015. The net increase was primarily

53

attributable to the benefit of passing through higher raw material input costs and our ability to execute our strategic pricing initiatives by meeting customer expectations. We also experienced lower freight and warehouse costs offset in part by lower volume of products sold and the impact of our Fence and Sprinkler exit.

Selling, general and administrative

Selling, general and administrative expenses increased $0.1 million, or 0.1% to $43.9 million for the three months ended December 30, 2016 compared to $43.8 million for the three months ended December 25, 2015. The increase was primarily driven by transaction costs of $1.0 million and incremental stock-based compensation expense of $0.7 million and $0.2 million across a variety of expense categories. The increase is partially offset by lower restructuring costs of $0.9 million related to the announcement of our Fence and Sprinkler exit in November 2015 and lower consulting fees of $0.9 million resulting from the termination of the CD&R consulting agreement during the third quarter of fiscal 2016.

Intangible asset amortization

Intangible asset amortization expenses increased $0.1 million, or 1.3%, to $5.6 million for the three months ended December 30, 2016, compared to $5.5 million for the three months ended December 25, 2015. There were no significant changes from the prior-year period.

Operating income

Operating income increased $19.5 million or 84.5% to $42.5 million for the three months ended December 30, 2016 compared to $23.1 million for the three months ended December 25, 2015. The increase was due primarily to expanded gross profit of $19.6 million offset in part by an increase in selling, general, and administrative expenses of $0.1 million.

Interest expense, net

Interest expense, net, decreased $0.1 million, or 0.5% to $9.8 million for the three months ended December 30, 2016 compared to $9.9 million for the three months ended December 25, 2015. The decrease is due to the Refinancing transactions on December 22, 2016, which resulted in lower interest expense resulting from lower levels of debt and lower interest rates and lower amortization of debt fees of $0.3 million. The decrease is partially offset by lower interest income of $0.2 million.

Loss on extinguishment of debt

On December 22, 2016, AII entered into the New First Lien Term Loan Facility. AII used proceeds from the new facility and approximately $155.0 million of available cash to repay all outstanding loans under the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility and pay related fees and expenses, including accrued interest, resulting in a net loss on extinguishment of debt of $9.8 million. There were no debt refinancing transactions during the first quarter of fiscal 2016.

Income tax expense

Our income tax rate decreased to 24.1% for the three months ended December 30, 2016 compared to 34.9% for the three months ended December 25, 2015. The decrease in the effective tax rate was primarily due to the excess tax benefit associated with the exercise of stock options recognized which is reflected as a reduction in tax expense in the current period. The tax rate was also favorably impacted due to an increased benefit from the domestic manufacturing deduction.

54

Net income

Net income increased by $8.8 million, or 102.8% to $17.4 million for the three months ended December 30, 2016 compared to $8.6 million for the three months ended December 25, 2015. The increase was due to increased operating income of $19.5 million offset partially by a loss on extinguishment of debt of $9.8 million and an increase in income tax expense of $0.9 million.

Adjusted EBITDA

Adjusted EBITDA increased by $1.8 million, or 3.8% to $49.9 million for the three months ended December 30, 2016 compared to $48.1 million for the three months ended December 25, 2015. The increase was due primarily to higher gross margins from our ability to pass through material costs increases and improving productivity in manufacturing freight and warehouse costs, partially offset by a decrease in the volume of products sold.

Segment results

Electrical Raceway

	Three months ended
($ in thousands)	December 30, 2016			December 25, 2015			Change			% Change
Net sales	$	222,963		$	223,605		$	(642	)		(0.3	)%
Adjusted EBITDA	$	40,318		$	34,433		$	5,885			17.1	%
Adjusted EBITDA margin		18.1	%		15.4	%

Net sales

Net sales declined $0.6 million, or 0.3%, to $223.0 million for the three months ended December 30, 2016 compared to $223.6 million for the three months ended December 25, 2015. The decrease was due primarily to lower volume of $20.2 million across all of our Electrical Raceway product lines due to market demand and lower freight income of $0.1 million partially offset by higher average selling prices of $19.7 million resulting from passing through higher input costs and our ability to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities.

Adjusted EBITDA

Adjusted EBITDA for the three months ended December 30, 2016 increased $5.9 million, or 17.1%, to $40.3 million for the three months ended December 30, 2016 from $34.4 million for the three months ended December 25, 2015. The primary driver of the increase was gross profit expansion due to productivity savings, selling higher value products and our ability to pass through input cost changes.

Mechanical Products & Solutions

	Three months ended
($ in thousands)	December 30, 2016			December 25, 2015			Change			% Change
Net sales	$	115,178		$	135,102		$	(19,924	)		(14.7	)%
Impact of Fence and Sprinkler exit		—			(7,816	)		7,816			(100.0	)%
Adjusted net sales	$	115,178		$	127,286		$	(12,108	)		(9.5	)%
Adjusted EBITDA	$	17,577		$	19,377		$	(1,800	)		(9.3	)%
Adjusted EBITDA margin		15.3	%		15.2	%

55

Net sales

Net sales declined $19.9 million, or 14.7%, for the three months ended December 30, 2016 to $115.2 million compared to $135.1 million for the three months ended December 25, 2015. The decrease was primarily due to declines in sales volume of $10.1 million, primarily related to lower demand across mechanical pipe products from the solar end-market, partially offset by increased volume for international business and construction services. Net sales decreased $7.8 million related to the Fence and Sprinkler exit in November 2016, negative foreign currency translation impact of $2.5 million and $2.2 million due to lower freight income. The decline in net sales is offset by increased average selling prices of $2.7 million resulting from higher input costs.

Adjusted EBITDA

Adjusted EBITDA decreased $1.8 million, or 9.3%, to $17.6 million three months ended December 30, 2016 compared to $19.4 million for the three months ended December 25, 2015. Adjusted EBITDA decreased primarily due to the decrease in volume offset partially by productivity savings and increased prices.

Results of Operations—Fiscal 2016, 2015 and 2014

										Change						% Change
	For the Fiscal Year Ended									September 30, 2016 vs September 25, 2015			September 25, 2015 vs September 26, 2014			September 30, 2016 vs September 25, 2015			September 25, 2015 vs September 26, 2014
($ in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Net sales	$	1,523,384		$	1,729,168		$	1,702,838		$	(205,784	)	$	26,330			(11.9	)%		1.5	%
Cost of sales		1,154,702			1,456,375			1,475,728			(301,673	)		(19,353	)		(20.7	)		(1.3	)
Gross profit		368,682			272,793			227,110			95,889			45,683			35.2			20.1
Selling, general and administrative		219,397			185,815			180,783			33,582			5,032			18.1			2.8
Intangible asset amortization		22,238			22,103			20,857			135			1,246			0.6			6.0
Asset impairment charges		129			27,937			44,424			(27,808	)		(16,487	)		(99.5	)		(37.1	)
Operating income (loss)		126,918			36,938			(18,954	)		89,980			55,892			—			*
Interest expense, net		41,798			44,809			44,266			(3,011	)		543			(6.7	)		1.2
(Gain) loss on extinguishment of debt		(1,661	)		—			43,667			(1,661	)		(43,667	)		—			*
Income (loss) before income taxes		86,781			(7,871	)		(106,887	)		94,652			99,016			—
Income tax expense (benefit)		27,985			(2,916	)		(32,939	)		30,901			30,023			—			91.1
Net income (loss)	$	58,796		$	(4,955	)	$	(73,948	)	$	63,751		$	68,993			—			*
Non-GAAP financial data		—			—			—			—			—			—			—
Adjusted net sales	$	1,515,568		$	1,550,575		$	1,510,150		$	(35,007	)	$	40,425			(2.3	)		2.7
Adjusted EBITDA		235,002			163,950			126,597			71,052			37,353			43.3			29.5
Adjusted EBITDA Margin		15.5	%		10.6	%		8.4	%		4.9	%		2.2	%		—			—

* Not meaningful

56

Fiscal 2016 Compared to Fiscal 2015

Net sales

Net sales decreased $205.8 million, or 11.9% to $1,523.4 million for fiscal 2016 compared to $1,729.2 million for fiscal 2015. The decrease was primarily due to declines in sales of $170.8 million related to the Fence and Sprinkler exit announced in the fourth quarter of fiscal 2015. These product lines were fully discontinued in the first quarter of fiscal 2016. Sales further decreased $29.5 million due to lower net average selling prices which were the result of lower raw material prices during the year, $15.0 million due to a decrease in the volume sold of mechanical pipe products and armored cable fittings due to a decline in various end markets that utilize these products. Sales decreased $9.5 million due to the impact of a stronger U.S. dollar on reported foreign currency sales and $5.2 million due to decreased freight revenue. Partially offsetting these decreases was an increase of $21.0 million resulting from an additional week of sales during fiscal 2016. Fiscal 2016 was a 53-week fiscal year compared to fiscal 2015, which was a 52-week fiscal year. Lastly, there were $3.2 million of increased sales from our APPI and SCI businesses which were acquired during the first quarter of fiscal 2015.

Cost of sales

Cost of sales decreased by $301.7 million, or 20.7% to $1,154.7 million for fiscal 2016 compared to $1,456.4 million for fiscal 2015. The decrease was primarily due to lower costs resulting from the Fence and Sprinkler exit of $167.6 million and lower material costs and improved manufacturing productivity of $98.5 million across our existing product categories. Cost of sales decreased $17.0 million as less inventory required a lower-of-cost-or-market adjustment compared to the prior year. Additionally, freight and warehouse costs declined $13.3 million due to continuous improvement processes in the use of alternate modes and methods of transportation which provided cost savings, as well as lower overall fuel surcharges. Cost of sales also decreased $11.2 million due to a decrease in the volume sold of mechanical pipe products and armored cable fittings due to a decline in various end markets that utilize these products. A stronger U.S. dollar provided a favorable foreign currency translation impact, lowering cost of sales by $7.8 million. Lastly, our depreciation expense decreased by $5.5 million primarily due to property, plant, and equipment, which we ceased using in the fourth quarter of 2015 related to the exit of a manufacturing facility located in Philadelphia, Pennsylvania. These assets are considered held for sale at fair value for which we stopped depreciation. Partially offsetting these declines in cost of sales were increased costs of $16.3 million due to an additional week during fiscal 2016 and $2.9 million from our SCI business which we acquired during the first quarter of fiscal 2015. Fiscal 2016 was a 53-week fiscal year compared to fiscal 2015, which was a 52-week fiscal year.

Gross profit

Gross profit increased by $95.9 million, or 35.2% to $368.7 million for fiscal 2016 compared to $272.8 million for fiscal 2015. The increase was primarily attributable to the benefit of material costs declining in excess of the decline in sales prices as a result of the Company’s focus on strategic pricing, improved manufacturing productivity, lower freight and warehouse costs, decreased lower-of-cost-of-market charges and one additional week during fiscal 2016 offset in part by the impact of our Fence and Sprinkler exit and lower net volume of product sold.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $33.6 million, or 18.1% to $219.4 million for fiscal 2016 compared to $185.8 million for fiscal 2015. The increase was primarily due to the payment of a fee to CD&R of $12.8 million to terminate our consulting agreement with CD&R in connection with our IPO during the third quarter of 2016. We recorded incremental stock-based compensation expense of $7.6 million to revalue our outstanding stock option awards. The adjustment represents mark-to-market adjustments for our stock-based awards which were accounted for as liability awards and straight-line expense over the vesting period for our stock-based awards accounted for as equity awards. The Company modified the Omnibus Incentive Plan on

57

July 27, 2016, triggering a change from liability accounting to equity accounting for all outstanding stock options which no longer requires mark-to-market adjustments. We also recorded increased expenses of $8.7 million of transaction costs, the majority of which were in connection with our IPO and primarily consisted of accounting, legal and other professional fees. Lastly, we recorded increased expenses of $4.5 million across a variety of expense categories.

Intangible asset amortization

Intangible asset amortization expenses increased $0.1 million, or 0.6% to $22.2 million for fiscal 2016 compared to $22.1 million for fiscal 2015. The increase was due to a full year of amortization arising from intangible assets acquired in connection with the purchases of APPI and SCI in fiscal 2015.

Asset impairment charges

In fiscal 2015, we announced the exit from Fence and Sprinkler and the planned closure of the Philadelphia, Pennsylvania manufacturing facility. As such, we recorded asset impairments of $24.0 million related to long-lived assets and prepaid shop supplies written-down to their fair value. Additionally, we recorded a $3.9 million impairment to goodwill within the Electrical Raceway reportable segment related to our SCI acquisition. The impairment was triggered by a decline in net sales and earnings due to a shift in the mix of products sold to a key customer, which was not expected to be replaced.

During fiscal 2016, we recorded asset impairments of $0.1 million related to the write-down of prepaid shop supplies resulting from the exit of Fence and Sprinkler.

Operating income

Operating income increased $90.0 million to $126.9 million for fiscal 2016 compared to $36.9 million for fiscal 2015. The increase was due primarily to expanded gross profit of $95.9 million and lower asset impairment charges of $27.8 million offset in part by an increase in selling, general, and administrative expenses of $33.6 million and intangible asset amortization of $0.1 million.

Interest expense, net

Interest expense, net, decreased $3.0 million, or 6.7% to $41.8 million for fiscal 2016, compared to $44.8 million for fiscal 2015. These decreases were due primarily to higher interest expense of $1.9 million from borrowings against the Prior ABL Credit Facility and higher principal balances related to the Prior Second Lien Term Loan Facility in fiscal 2015. There were no amounts outstanding under the Prior ABL Credit Facility during fiscal 2016. Additionally, we redeemed $19.0 million of the Prior Second Lien Term Loan Facility on January 22, 2016, which helped to lower interest expense.

Gain on extinguishment of debt

On January 22, 2016, AII redeemed $17.0 million outstanding under the Prior Second Lien Term Loan Facility at a redemption price of 89.00% of the par value, and $2.0 million at a redemption price of 89.75% of the par value. We recorded a gain on the extinguishment of debt of $1.7 million during fiscal 2016. There were no gains or losses recorded during September 25, 2015.

Income tax expense (benefit)

Income tax expense increased $30.9 million to $28.0 million for fiscal 2016, compared to a benefit of $2.9 million. For the fiscal years ended September 30, 2016, and September 25, 2015 the Company’s effective income tax rate was 32.2% and 37.0% respectively. The decrease in the effective tax rate for fiscal 2016 was primarily due to the release of indemnified uncertain tax positions, the tax benefit for the U.S domestic manufacturing deduction and the tax benefit for research and development credits.

58

Net income

Net income increased by $63.8 million to $58.8 million for fiscal 2016 compared to a loss of $5.0 million for fiscal 2015. The increase was due to higher operating income before taxes of $90.0 million, lower interest expense of $3.0 million and a gain on extinguishment of debt of $1.7 million offset partially by an increase in income tax expenses of $30.9 million.

Adjusted EBITDA

Adjusted EBITDA increased by $71.1 million, or 43.3% to $235.0 million for fiscal 2016 compared to $164.0 million for fiscal 2015. The increase was due primarily to lower average raw material input costs which decreased approximately 13% for fiscal 2016 compared to the same periods in the prior year. Our strategic pricing initiatives allow us to pass through raw material input costs and to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities. Additionally, Adjusted EBITDA increased due to improved productivity in manufacturing and lower freight and warehouse costs. Lastly, Adjusted EBITDA increased due to an extra week during fiscal 2016.

Segment results

Electrical Raceway

($ in thousands)	September 30, 2016			September 25, 2015			Change			% Change
Net sales	$	988,125		$	1,005,579		$	(17,454	)		(1.7	)%
Adjusted EBITDA	$	174,588		$	106,717		$	67,871			63.6	%
Adjusted EBITDA margin		17.7	%		10.6	%

Net sales

Net sales decreased $17.5 million, or 1.7%, to $988.1 million for fiscal 2016 compared to $1,005.6 million for fiscal 2015. The decrease was due primarily to lower average selling prices of $20.0 million, and $8.5 million of lower volume of product sold. The Company experienced a reduced demand for armored cable fittings products. Net sales also decreased due to negative foreign currency translation impact of $2.5 million due to a strengthened U.S. dollar. Partially offsetting these decreases were $10.2 million of sales due to an extra week during fiscal 2016, $3.2 million of increased sales from our APPI and SCI businesses which were acquired during the first quarter of fiscal 2015, and $0.1 million of higher freight revenue.

Adjusted EBITDA

Adjusted EBITDA increased $67.9 million, or 63.6%, to $174.6 million for fiscal 2016 compared to $106.7 million for fiscal 2015. The primary driver of the year-over-year increase was due to our ability to execute our strategic pricing strategy which saw our average input material costs declining more than our change in average selling prices. Our strategic pricing initiatives allow us to pass through raw material input costs and to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities. Additionally, Adjusted EBITDA increased due to improved productivity in manufacturing and lower freight and warehousing costs. Lastly, Adjusted EBITDA increased due to an extra week during fiscal 2016.

59

Mechanical Products & Solutions

($ in thousands)	September 30, 2016			September 25, 2015			Change			% Change
Net sales	$	537,132		$	724,762		$	(187,630	)		(25.9	)%
Impact of Fence and Sprinkler exit		(7,816	)		(178,593	)		170,777			(95.6	)%
Adjusted net sales	$	529,316		$	546,169		$	(16,853	)		(3.1	)%
Adjusted EBITDA	$	88,551		$	79,553		$	8,998			11.3	%
Adjusted EBITDA margin		16.7	%		14.6	%

Net sales

Net sales declined $187.6 million, or 25.9% to $537.1 million for fiscal 2016 compared to $724.8 million for fiscal 2015. The decrease was primarily due to declines in sales of $170.8 million related to the Fence and Sprinkler exit. Net sales further declined $9.5 million due to lower average selling prices and $5.8 million due to lower volume due to lower demand for mechanical pipe products impacting certain end markets. Additionally, net sales declined $7.0 million due to negative foreign currency translation impact from a strengthened U.S. dollar and $5.3 million from lower freight revenue. Partially offsetting the declines was increased net sales of $10.8 million due to an additional week during fiscal 2016.

Adjusted EBITDA

Adjusted EBITDA increased $9.0 million, or 11.3%, to $88.6 million for fiscal 2016 compared to $79.6 million for fiscal 2015. The primary driver of the year-over-year increase was due to improved productivity in manufacturing and lower freight and warehousing costs. Additionally, we were able to maintain an average selling price which decreased less than the decrease in raw material input costs due to our ability to execute our strategic pricing strategy. Our strategic pricing initiatives allow us to pass through raw material input costs and to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities. Lastly, Adjusted EBITDA increased due to an extra week during fiscal 2016.

Fiscal 2015 Compared to Fiscal 2014

Net sales

Net sales increased $26.4 million, or 1.5%, to $1,729.2 million for fiscal 2015, compared to $1,702.8 million for fiscal 2014. The increase was due mainly to higher volume of $42.4 million from several key product categories. These volume increases represent market share growth due to investments in manufacturing capacity expansion to meet increased market demand and our ability to improve service delivery to our customers resulting in increased orders. Net sales also increased due to incremental revenue of $37.5 million generated by APPI and SCI, which were acquired in the first quarter of fiscal 2015. The increase in volume was offset by lower average selling prices of $40.2 million driven by declining input costs and a negative foreign currency translation impact of $13.3 million.

Cost of sales

Cost of sales decreased by $19.3 million, or 1.3%, to $1,456.4 million for fiscal 2015, compared to $1,475.7 million for fiscal 2014. The decrease in cost of sales was largely due to lower material costs of $78.6 million, favorable foreign currency translation impact of $11.1 million and lower direct and indirect manufacturing costs of $3.1 million. Additionally, we had productivity improvements driving down direct labor and production-related overhead by approximately $1.1 million. Offsetting these amounts in part were higher costs of sales of $30.9 million from our acquisitions of APPI and SCI. Excluding the impact from acquisitions, our remaining businesses incurred higher cost of sales of $28.5 million due to volume increases. In addition, we

60

recorded a lower-of-cost-or-market adjustment during the current period due to the decline in raw material prices for steel and copper that was $8.2 million higher than a similar adjustment recorded in the previous period. Lastly, our freight and warehousing costs increased $7.0 million due to the increased product volume shipped during year.

Gross profit

Gross profit increased by $45.7 million, or 20.1%, to $272.8 million for fiscal 2015, compared to $227.1 million for fiscal 2014. The increase in gross profit was due primarily to our ability to maintain an average selling price that declined less than the decrease in raw material costs, contributions from our acquired businesses and productivity improvements.

Selling, general and administrative expenses

Selling, general and administrative expenses increased $5.0 million, or 2.8%, to $185.8 million for fiscal 2015, compared to $180.8 million for fiscal 2014. The increase was due to incremental stock compensation expense in fiscal 2015 of $5.1 million due to an increase in the estimated fair value of a share of our common stock. Our stock-based awards were accounted for as liability awards and require mark-to-market adjustments each period to account for the fair value of the awards. Additionally, we recorded restructuring charges of $2.4 million related to the exit of our Fence and Sprinkler product lines and the closure of a Philadelphia, Pennsylvania manufacturing facility. Lastly, we incurred other net increases of $0.3 million across a variety of expense categories. These increases were offset by lower foreign currency translation expenses of $1.4 million and lower consulting fees paid to our sponsor of $1.4 million.

Intangible asset amortization

Intangible asset amortization increased $1.2 million, or 6.0%, to $22.1 million for fiscal 2015, compared to $20.9 million for fiscal 2014. The increase is primarily attributable to incremental amortization from intangible assets acquired from the purchases of APPI and SCI.

Asset impairment

In fiscal 2015, we announced the exit from Fence and Sprinkler and the planned closure of the Philadelphia, Pennsylvania manufacturing facility. As such, we recorded asset impairments of $24.0 million related to long-lived assets and prepaid shop supplies written-down to their fair value.

Additionally, we recorded a $3.9 million impairment to goodwill related to our SCI acquisition. The impairment was triggered by a decline in net sales and earnings due to a shift in the mix of products sold to a key customer, which was not expected to be replaced. The customer operates in the oil and gas end market, which has recently experienced a significant downturn, and chose an alternative supplier outside the United States for certain of our higher-margin products. The decline in net sales and earnings occurred after the acquisition closed. We recorded this impairment within our Electrical Raceway reportable segment.

We concluded that the circumstances surrounding this customer constituted a triggering event in accordance with ASC 360—Property, Plant & Equipment. We compared the estimated undiscounted cash flows of the finite-lived customer relationship intangible asset to its carrying value to assess the recoverability. As the undiscounted cash flows related to the customer relationship intangible asset exceeded its carrying value, we did not proceed to the second step of the impairment test.

In fiscal 2014, we recorded impairment to goodwill of $43.0 million related to a reporting unit in our MP&S segment. Additionally, we recorded impairments of $0.9 million related to the Razor Ribbon and Columbia MBF trade names due to a contraction in the long-term growth projections of products sold under these trade names. The impairments of trade names were recorded in our MP&S reportable segment. Lastly, we recorded, $0.6 million impairment related to our closed facility in Reux, France to adjust the carrying value to its fair value.

61

Operating income (loss)

Operating income (loss) increased by $55.9 million to income of $36.9 million for fiscal 2015, compared to a loss of $19.0 million for fiscal 2014. The increase was due to expanded gross profit of $45.7 million, lower asset impairment charges of $16.5 million. To a lesser extent, operating income was offset by higher selling, general and administrative expenses and amortization expense.

Interest expense, net

Interest expense, net increased by $0.5 million, or 1.1%, to $44.8 million for fiscal 2015, compared to $44.3 million for fiscal 2014. The increase was primarily due to lower interest income in the current year resulting from the collection of interest bearing deferred payments associated with the divestiture from our Brazilian operations during fiscal 2014.

Loss on extinguishment of debt

During fiscal 2014, we recognized a $43.7 million loss on the redemption of our Senior Notes which included an early redemption premium of $28.6 million, a write-off of $14.1 million of unamortized debt issuance costs, incremental interest expense of $0.8 million, and legal fees of $0.1 million. There were no losses on extinguishment of debt recorded in fiscal 2015.

Income tax benefit

For fiscal 2015, we recorded a tax benefit of $2.9 million as compared to a benefit of $32.9 million for fiscal 2014. The lower tax benefit was due in part to higher operating income and from the tax benefit from the release of indemnified state uncertain tax positions offset by nondeductible expenses and a valuation allowance against deferred tax assets in foreign jurisdictions in which the deferred tax assets are not expected to be realized. In addition, the effective tax rate for fiscal 2014 reflected the tax impact of nondeductible goodwill impairment offset by the tax benefit from additional federal net operating losses recognized from the closure of a federal audit for prior periods and income of certain foreign subsidiaries deemed indefinitely reinvested.

Adjusted EBITDA

Adjusted EBITDA increased by $37.4 million, or 29.5%, to $164.0 million for fiscal 2015, compared to $126.6 million for fiscal 2014. The increase was due primarily to higher gross profit driven by our ability to maintain an average selling price that declined less than the decrease in raw material costs in both business segments and lower direct labor and production-related overhead costs due to productivity improvements. In addition, our acquisitions of APPI and SCI contributed $4.9 million of Adjusted EBITDA.

Segment results

Electrical Raceway

($ in thousands)	September 25, 2015			September 26, 2014			Change		% Change
Net sales	$	1,005,579		$	967,766		$	37,813		3.9	%
Adjusted EBITDA		106,717			86,273			20,444		23.7
Adjusted EBITDA margin		10.6	%		8.9	%

Net sales

Net sales increased $37.8 million, or 3.9%, to $1,005.6 million from $967.8 million. The acquisitions of APPI and SCI contributed $37.5 million of incremental revenue. Both acquisitions closed in the first quarter of

62

our fiscal 2015. Excluding the impact of our acquisitions, sales volume increased $27.1 million across multiple product categories. These increases were partially offset by lower average selling prices of $22.5 million and negative foreign currency translation impact of $4.3 million due to a strengthened U.S. dollar.

Adjusted EBITDA

Adjusted EBITDA increased $20.4 million, or 23.7%, to $106.7 million, from $86.3 million. The expansion of our Adjusted EBITDA was primarily attributable to a net positive impact of maintaining average selling prices in excess of the declines in our raw material costs. The average input of our raw material prices declined more than the decline in our average selling prices. Productivity improvements also contributed to the Adjusted EBITDA improvement by lowering direct labor and production-related overhead costs. Additionally, our acquisitions of APPI and SCI contributed Adjusted EBITDA of $4.9 million.

Mechanical Products & Solutions

($ in thousands)	September 25, 2015			September 26, 2014			Change			% Change
Net sales	$	724,762		$	736,050		$	(11,288	)		(1.5	)%
Impact of Fence and Sprinkler exit		(178,593	)		(192,688	)		14,095			7.3
Adjusted net sales		546,169			543,362		$	2,807			0.5
Adjusted EBITDA		79,553			59,941		$	19,612			32.7
Adjusted EBITDA margin		14.6	%		11.0	%

Net sales

Net sales decreased $11.3 million, or 1.5%, to $724.8 million, from $736.1 million. The decline was primarily attributable to lower average selling prices of $17.6 million from our steel products and the impact of foreign currency of $9.1 million due a strengthening U.S. dollar. Partially offsetting these impacts were increases of volume of $15.4 million.

Adjusted EBITDA

Adjusted EBITDA increased $19.7 million, or 32.7%, to $79.6 million, from $59.9 million. The expansion of our Adjusted EBITDA was primarily due to our ability to maintain an average selling price that declined less than the decrease in raw material costs. Our average material costs declined approximately 15% for fiscal 2015 as compared to fiscal 2014 and our average selling prices decrease at a lower rate. Productivity improvements also contributed to the Adjusted EBITDA improvement by lowering direct labor and production-related overhead costs.

63

Quarterly Results of Operations Data

The following tables set forth certain consolidated statement of operations data as well as Adjusted EBITDA data (including a reconciliation to net income (loss)) for each of the most recent eight fiscal quarters. We have prepared these quarterly data on a basis that is consistent with the financial statements included elsewhere in this prospectus. In the opinion of management, this financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of these data. This information is not a complete set of financial statements and should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. These results of historical periods are not necessarily indicative of the results of operations for a full year or any future period.

	Three Months Ended
($ in thousands)	December 30, 2016			September 30, 2016(1)		June 24, 2016			March 25, 2016			December 25, 2015		September 25, 2015			June 26, 2015			March 27, 2015
Net sales	$	337,591		$	416,239	$	395,724		$	353,046		$	358,375	$	437,814		$	432,367		$	432,586
Cost of sales		245,586			322,897		284,203			261,636			285,966		366,980			353,619			365,140
Gross Profit		92,005			93,342		111,521			91,410			72,409		70,834			78,748			67,446
Selling, general and administrative		43,892			56,985		64,203			54,179			43,841		55,124			45,912			41,981
Intangible asset amortization		5,589			5,583		5,566			5,572			5,517		6,328			5,249			5,373
Asset impairment charges		—			129		—			—			—		27,937			—			—
Operating income (loss)		42,524			30,645		41,563			31,659			23,051		(18,555	)		27,587			20,092
Interest expense, net		9,830			11,181		10,169			10,567			9,881		11,185			11,212			11,483
Loss (Gain) on extinguishment of debt		9,805			—		—			(1,661	)		—		—			—			—
Income (loss) from continuing operations before income taxes		22,889			19,464		31,394			22,753			13,170		(29,740	)		16,375			8,609
Income tax expense (benefit)		5,507			3,892		10,749			8,746			4,598		(2,689	)		(2,683	)		2,809
Net income (loss)		17,382			15,572		20,645			14,007			8,572		(27,051	)		19,058			5,800
Depreciation and amortization		13,628			14,953		13,322			13,249			13,493		16,092			14,349			14,308
Loss (Gain) on extinguishment of debt		9,805			—		—			(1,661	)		—		—			—			—
Interest expense, net		9,830			11,181		10,169			10,567			9,881		11,185			11,212			11,483
Income tax expense (benefit)		5,507			3,892		10,749			8,746			4,598		(2,689	)		(2,683	)		2,809
Restructuring & impairments		389			1,701		326			775			1,294		32,061			475			154
Net periodic pension benefit cost		—			110		110			110			110		144			145			144
Stock-based compensation		2,720			4,230		4,854			9,998			2,045		11,061			661			377
ABF product liability		—			212		212			213			212		(1,899	)		561			561
Consulting fees		—			—		13,675			875			875		875			875			875
Legal settlements		—			82		1,300			—			—		—			—			—
Transaction costs		1,560			2,484		1,917			2,776			655		2,009			2,876			637
Other		(10,930	)		6,947		(10,055	)		(1,294	)		5,507		9,975			2,560			499
Impact of Fence and Sprinkler		—			—		—			—			811		2,236			(3,401	)		(1,534	)
Adjusted EBITDA	$	49,891		$	61,364	$	67,224		$	58,361		$	48,053	$	53,999		$	46,688		$	36,113

⁽¹⁾  The three months ended September 30, 2016 included 14 weeks.

64

Liquidity and Capital Resources

We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for stockholders. Our cash and cash equivalents were $88.0 million as of December 30, 2016, of which $31.0 million was held at non-U.S. subsidiaries. Those cash balances at foreign subsidiaries may be subject to U.S. or local country taxes if the Company’s intention to permanently reinvest such income were to change and cash was repatriated to the U.S. Our cash and cash equivalents decreased $112.3 million from September 30, 2016 due to the Refinancing activities.

In general, we require cash to fund working capital, capital expenditures, debt repayment, interest payments and taxes. We have access to the ABL Credit Facility to fund operational needs. As of December 30, 2016, there were no outstanding borrowings under the ABL Credit Facility (excluding $17.9 million of letters of credit issued under the ABL Credit Facility), and the borrowing base was estimated to be $198.9 million. As outstanding letters of credit count as utilization of the commitments under the ABL Credit Facility and reduce the amount available for borrowings, approximately $181.0 million was available under our ABL Credit Facility as of December 30, 2016.

The agreements governing the Credit Facilities contain covenants that limit or restrict AII’s ability to incur additional indebtedness, repurchase debt, incur liens, sell assets, make certain payments (including dividends) and enter into transactions with affiliates. AII has been in compliance with the covenants under the agreements for all periods presented.

We may from time to time repurchase our debt or take other steps to reduce our debt. These actions may include open market repurchases, negotiated repurchases or opportunistic refinancing of debt. The amount of debt, if any, that may be repurchased or refinanced will depend on market conditions, trading levels of our debt, our cash position, compliance with debt covenants and other considerations. Our affiliates may also purchase our debt from time to time, through open market purchases or other transactions.

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.

Capital expenditures have historically been necessary to expand and update the production capacity and improve the productivity of our manufacturing operations. 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. We expect that cash provided from operations and available capacity under the ABL Credit Facility will provide sufficient funds to operate our business, make expected capital expenditures and meet our liquidity requirements for at least the next twelve months, including payment of interest and principal on our debt.

Limitations on Distributions and Dividends by Subsidiaries

Atkore and AII are each holding companies, and as such have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries. Each company depends on its respective subsidiaries to distribute funds to them so that they may pay obligations and expenses, including satisfying obligations with respect to indebtedness. The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements and financial and general business conditions, as well as restrictions under the laws of our subsidiaries’ jurisdictions.

The agreements governing the New First Lien Term Loan Facility and the ABL Credit Facility (the “Credit Facilities”) significantly restrict the ability of our subsidiaries, including AII, to pay dividends, make loans or otherwise transfer assets from Atkore International and, in turn, to us. Further, AII’s subsidiaries are permitted under the terms of the Credit Facilities to incur additional indebtedness that may restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to AII and, in turn, to us. The

65

New First Lien Term Loan Facility requires AII to meet a certain consolidated coverage ratio on an incurrence basis in connection with additional indebtedness. The ABL Credit Facility contains limits on additional indebtedness based on various conditions for incurring the additional debt. See “Note 8. Debt” in the notes to the unaudited condensed consolidated financial statements.

Cash Flows

The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated:

	Three months ended						Fiscal Year Ended
($ in thousands)	December 30, 2016			December 25, 2015			September 30, 2016			September 25, 2015			September 26, 2014
Cash flows provided by (used in):
Operating activities	$	32,169		$	51,945		$	156,646		$	141,073		$	86,333
Investing activities		(926	)		(4,191	)		(12,895	)		(46,641	)		(48,860	)
Financing activities		(142,414	)		(1,340	)		(23,908	)		(44,106	)		(57,584	)

Operating activities

During the three months ended December 30, 2016, $32.2 million was provided by operating activities compared to $51.9 million during the three months ended December 25, 2015. The $19.8 million decrease in cash provided was primarily due to an increase in inventory resulting from higher material costs offset by increased earnings.

During fiscal 2016, operating activities provided $156.6 million of cash, compared to $141.1 million during fiscal year 2015. The $15.5 million increase was primarily due to improved earnings.

During fiscal 2015, operating activities provided $141.1 million of cash, compared to $88.2 million by operating activities from continuing operations during fiscal year 2014. The $52.9 million increase in cash from operating activities was due primarily to improved operating income and lower investments in working capital, principally inventory. During fiscal 2014, we used $1.9 million for discontinued operating activities. There were no uses of cash for discontinued operating activities during fiscal 2015 or fiscal 2016.

Investing activities

During the three months ended December 30, 2016, the Company used $0.9 million for investing activities compared to $4.2 million during the three months ended December 25, 2015. The $3.3 million decrease in cash used for investing activities is due to $3.0 million of proceeds from the sale of assets held for sale during the three months ended December 30, 2016 compared to $0.5 million of proceeds from the sale of investments during the three months ended December 25, 2015. Additionally, the Company invested $4.0 million compared to $4.7 million during the three months ended December 30, 2016 and December 25, 2015, respectively for capital expenditures representing our enhancements of our manufacturing and distribution operations as well as replacement and maintenance of existing equipment and facilities.

During fiscal 2016, we used $12.9 million for investing activities from continuing operations compared to $51.2 million during fiscal 2015. The $38.3 million decrease in cash used for investing activities is due primarily to a $30.5 million decrease in funds used for acquisitions. During fiscal 2015, the Company used $30.5 million to fund the acquisitions of APPI and SCI. There were no acquisitions during fiscal 2016. Additionally, we invested $16.8 million compared to $26.8 million during fiscal 2016 and 2015, respectively for capital expenditures representing our enhancements of our manufacturing and distribution operations as well as replacement and maintenance of existing equipment and facilities. Lastly, we used $1.3 million of other investing activities. The cash used for operating activities was offset by $3.5 million less of proceeds for divestitures.

66

During fiscal 2015, discontinued investing activity provided $4.5 million of cash. There was no cash provided by discontinued investing activity for fiscal 2016 or 2014.

During fiscal 2015, we used $46.6 million for investing activities compared to $48.9 million during fiscal 2014. The $2.3 million decrease in cash used for investing activities is due primarily to a $4.1 million decrease in cash used for acquisitions and $2.5 million of lower capital expenditures offset by a $4.8 million increase in cash received for the divestiture of our joint venture in Saudi Arabia and $0.5 million of other investing activities.

Financing activities

During the three months ended December 30, 2016, the Company used $142.4 million for financing activities compared to $1.3 million provided during the three months ended December 25, 2015. On December 22, 2016, AII completed the refinancing of the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility with the $500.0 million New First Lien Term Loan Facility. AII used the borrowings under the New Term Loan Facility, together with approximately $155.0 million of available cash to prepay in full (i) all loans outstanding under the Existing First Lien Term Loan Facility and (ii) all loans outstanding under the Second Lien Term Loan Facility, and to pay related fees and expenses, including accrued and unpaid interest in respect of the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility.

The use of cash was primarily for the $649.9 million redemption of the First Term Lien Loan Facility and the Second Term Lien Loan Facility offset by cash provided from the net borrowing of $498.8 million for the New First Lien Term Loan Facility.

During fiscal 2016, we used $23.9 million for financing activities primarily for AII’s redemption of $17.0 million of the Prior Second Lien Term Loan Facility at a redemption price of 89.00% of the par value, and $2.0 million at a redemption price of 89.75% of the par value.

We used $44.1 million cash for financing activities during fiscal 2015 primarily to repay the $40.0 million balance on the Prior ABL Credit Facility.

For fiscal 2014, we used $57.6 million for financing activities. The use of cash was primarily to repurchase and retire shares of our common stock that were previously held by Tyco for $250.0 million. We also made a net repayment of $19.0 million related to the Prior ABL Credit Facility. These uses of cash were offset by net proceeds of $226.8 million related to the issuance of the long-term debt. We entered into the $420.0 million Prior First Lien Term Loan Facility and the $250.0 million Prior Second Lien Term Loan Facility.

The agreements governing the Prior Credit Facilities and the New Credit Facilities contain significant covenants, including prohibitions on our ability to incur certain additional indebtedness and to make certain investments and to pay dividends. For all periods presented, AII was in compliance with all covenants of the Prior Credit Facilities and the New Credit Facilities, as applicable. AII was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the Prior Credit Facilities and the New Credit Facilities. See “Description of Certain Indebtedness” and Note 8 to our audited consolidated financial statements and Note 6 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

Critical Accounting Policies and Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions relating to the reporting of results of operations, financial condition and related disclosure of contingent assets and liabilities at the date of the financial statements. Actual results may differ from those estimates under different assumptions or conditions. The following are our most critical accounting policies, which are those that require management’s most difficult, subjective and complex judgments, requiring the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.

67

The following discussion is not intended to represent a comprehensive list of our accounting policies. For a detailed discussion of the application of these and other accounting policies, see Note 1 to our audited consolidated financial statements and Note 1 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

Revenue Recognition

We recognize revenue when persuasive evidence of an agreement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed and determinable and collectability is reasonably assured. Revenues are recognized from product sales when title to the products is passed to the customer, which generally occurs at the point of shipping. Provisions for volume rebates are based upon contractual terms, our historical experience and expectations regarding future customer sales. The amounts recorded may require adjustments if actual experience differs from our estimates. Historically, these adjustments have not been material. Rebates are recognized as a reduction of sales if settled in cash or customer credits. Our provisions for early payment discounts and product returns are estimated using our historical experience to approximate future exposures.

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. Certain deferred tax assets are reviewed for recoverability and valued accordingly, considering available positive and negative evidence, including our past results, estimated future taxable income streams and the impact of tax planning strategies in the applicable tax paying jurisdiction. A valuation allowance is established to reduce deferred tax assets to the amount that is considered more likely than not to be realized. Valuations related to tax accruals and assets can be impacted by changes in accounting regulations, changes in tax codes and rulings, changes in statutory tax rates, and changes in our forecasted future taxable income. Any reduction in future taxable income, including but not limited to any future restructuring activities, may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Our provision for uncertain tax positions provides a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained upon examination. We measure our uncertain tax position as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. We record interest and penalties related to unrecognized tax benefits as a component of provision for income taxes.

We recognize potential liabilities and record tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.

Pension and Postretirement Benefits

Our pension expense and obligations are developed from actuarial valuations. Two critical assumptions in determining pension expense and obligations are the discount rate and expected long-term return on plan assets.

68

We evaluate these assumptions at least annually. Other assumptions reflect demographic factors such as retirement, mortality and turnover and are evaluated periodically and updated to reflect our actual experience. Actual results may differ from actuarial assumptions. The following table summarizes the impact that a change in these assumptions would have on our operating income for fiscal 2016:

(in millions)	50 Basis Point Increase		50 Basis Point Decrease
Discount rate	$	142.7	$	123.7
Return on assets		6.8		5.8

Long-Lived Asset, Indefinite-Lived Intangibles and Goodwill Impairments

We review long-lived assets, including property, plant and equipment and finite-lived intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. We perform undiscounted operating cash flow analyses to determine if impairment exists. For purposes of recognition and measurement of an impairment of assets held for use, we group assets and liabilities at the lowest level for which cash flows are separately identified. If impairment is determined to exist, any related impairment loss is calculated based on fair value. Impairment losses on assets to be disposed of, if any, are based on the estimated proceeds to be received, less costs of disposal.

We assess the recoverability of goodwill and indefinite-lived intangible assets on a yearly basis, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value. Our measurement date is the first day of the fourth fiscal quarter. This assessment employs a two-step approach. The first step (“Step 1”) compares the fair value of a reporting unit with its carrying amount, including goodwill. If a reporting unit’s carrying amount exceeds its fair value, a goodwill impairment may exist. The second part of the test (“Step 2”) compares the implied fair value of goodwill with its carrying amount.

Assessing goodwill for impairment requires us to estimate future operating results and cash flows that require judgment by management. Using different estimates could impact the amount and timing of impairment. We determine the fair value of a reporting unit using three valuation approaches: (a) an income approach using a discounted cash flow analysis; (b) a market approach using a comparable company analysis; and (c) a market approach using a transaction analysis.

The Company had no goodwill or indefinite-lived intangible asset impairments in fiscal 2016. As of September 30, 2016, the fair values of the reporting units exceed their respective carrying amount by 10% or more. A 10% decrease in the discounted cash flows utilized in Step 1 for each of the remaining reporting units would not have changed our determination that the fair value of each reporting unit was in excess of its carrying value.

The impairment testing for long-lived assets, indefinite-lived intangibles and goodwill involves the use of significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity. The analysis estimates numerous factors, including future sales, gross profit, selling, general and administrative expense rates and capital expenditures. These estimates are based on our business plans and forecasts. For goodwill and indefinite-lived intangibles, these estimated cash flows are then discounted, which necessitates the selection of an appropriate discount rate. The discount rate used reflects the market-based estimates of the risks associated with the projected cash flows of the reporting unit.

Inventories

We account for inventory valuation for a majority of the Company using the LIFO method measured at the lower of cost or market value. We utilize the LIFO method of valuing inventories because it reflects how we monitor and manage our business and it matches current costs and revenues. Valuation of inventory using the

69

LIFO method is made at the end of our fiscal year based on inventory levels and costs at that time. Accordingly, interim LIFO calculations are based on estimates of expected year-end inventory levels and costs. Other inventories, consisting mostly of foreign inventories, are measured using FIFO costing methods. Inventory cost, regardless of valuation method, includes direct material, direct labor and overhead costs. In circumstances where inventory levels are in excess of anticipated market demand, where inventory is deemed technologically obsolete or not marketable due to its condition or where the inventory cost for an item exceeds its net realizable value, we record a charge to cost of goods sold and reduce the inventory to its net realizable value.

Product Liability

We are partially self-insured for product liability matters. We utilize third-party actuaries to assist us with measuring our exposure for these matters. Our product liability reserves represent both reported claims as well as an estimated for incurred but not reported claims. After a claim is filed, liability is estimated as facts associated with the claim become known. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on the assessment by our claim administrator of each claim, an independent actuarial valuation of the nature and severity of total claims, and management’s estimate. We utilize a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation. We assess product liability exposures for two different types of matters. The first type are claims and lawsuits alleging that the ABF and ABF II antimicrobial coating on our steel sprinkler pipe causes stress cracking in chlorinated polyvinyl pipe, or “CPVC,” when the two types of pipe are installed in the same system. The second are product liability exposures unrelated to ABF. We measure these liabilities separately from each other as they develop differently.

Recent Accounting Pronouncements

On January 26, 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. If the carrying amount exceeds the fair value, the Company would recognize an impairment charge not to exceed the total amount of goodwill allocated to that reporting segment. The effective date for public entities will be annual periods beginning after December 15, 2019, the Company’s fiscal 2021. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the financial statements.

On November 17, 2016, the FASB issued ASU 2016-18, “Restricted cash,” which provides additional guidance and clarification to the classification and presentation of restricted cash in ASC 230 - Statement of Cash Flows. The effective date for public entities will be annual periods beginning after December 15, 2017, the Company’s fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the cash flows. We do not believe this update will have a material impact on our financial statements.

On October 24, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The ASU removes the prohibition in ASC 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the results of operations, cash flows or financial positions.

On August 6, 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Payments,” which amends ASC 230, “Statement of Cash Flow.” The ASU provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. The ASU also provides clarification on the application of the

70

predominance principle outlined in ASC 230. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company early adopted this new standard during fiscal 2016 and it did not have a material impact on the financial statements.

On March 30, 2016, FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which amends ASC 718. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, our fiscal 2018. Early adoption is permitted. The Company early adopted all amendments of ASU 2016-09 during fiscal 2016. The Company recognized excess tax benefit adjustments using a modified retrospective method. As a result of the adoption, we recorded an adjustment to retained earnings of $1.3 million to recognize net operating loss carryforwards, net of a valuation allowance, attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid in capital. The Company has elected to account for forfeitures when they occur. The election had no impact to our results of operations, cash flows, or financial positions.

On February 25, 2016, the FASB issued ASU 2016-2, “Leases (Topic 842).” The ASU requires companies to use a “right of use” lease model that assumes that each lease creates an asset (the lessee’s right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee’s balance sheet to fairly represent the lease transaction and the lessee’s related financial obligations. We conduct some of our operations under leases that are accounted for as operating leases, with no related assets and liabilities on our balance sheet. The proposed changes would require that substantially all of our operating leases be recognized as assets and liabilities on our balance sheet. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” The ASU requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined rather than restating prior periods. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2015. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements.

In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” The ASU is part of an ongoing project on the FASB’s agenda to facilitate updates to the ASC, non-substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The Company adopted this new standard beginning with fiscal 2017, and it did not have a material impact on the financial statements.

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” The update amends ASC 820, “Fair Value Measurement.” This ASU removes the requirement to categorize within the fair value hierarchy investments without readily determinable fair values in entities that elect to measure fair value using net asset value per share or its equivalent. The ASU requires that these investments continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. The Company adopted this standard during fiscal 2017 and it did not have a material impact on the financial statements.

In April 2015, the FASB issued ASU 2015-05, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, the accounting for the license will be consistent with licenses of other

71

intangible assets. If the arrangement does not include a license, the arrangement will be accounted for as a service contract. The Company adopted this standard in fiscal 2017 and it did not have a material impact on the financial statements.

In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis.” This update amends the consolidation requirements in ASC 810, “Consolidation.” The amendments change the consolidation analysis required under GAAP. The Company adopted this standard in fiscal 2017 and it did not have a material impact on the financial statements.

In January 2015, the FASB issued ASU 2015-01, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This update eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, the ASU does not affect the reporting and disclosure requirements for an event that is unusual in nature or that occurs infrequently. The Company adopted this standard in fiscal 2017 and it did not have a material impact on the financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a retrospective approach and a modified retrospective approach. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date,” as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e. the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations,” which clarifies certain aspects of the principal-versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,” which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients,” which amends the new revenue recognition guidance on transition, collectibility, noncash consideration and the presentation of sales and other similar taxes. The amendments also clarify how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. We are currently evaluating the transition methods and the impact of adoption of these ASUs on our consolidated financial statements.

72

Contractual Obligations

The following table presents our contractual obligations and commitments as of September 30, 2016.

	Estimated Payments Due by fiscal Year
($ in thousands)	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
First lien loan due April 9, 2021(a)	$	4,200	$	8,400	$	397,950	$	—	$	410,550
Second lien loan due October 9, 2021(a)		—		—		—		231,000		231,000
Interest expense(b)		38,589		75,711		64,860		458		179,618
Purchase commitments(c)		72,751		2,736		124		—		75,611
Operating lease obligations		8,659		16,875		11,674		14,097		51,305
Total(d)	$	124,199	$	103,722	$	474,608	$	245,555	$	948,084

(a) On December 22, 2016, AII completed the previously-announced refinancing of the Prior First Lien Term Loan Facility and Prior Second Lien Term Loan Facility with the New Term Loan Facility in an original principal amount of $500.0 million. The New Term Loan Facility matures on December 22, 2023 and amortizes at a rate of 1.00% per annum. See “Prospectus Summary—Refinancing Transaction.”

(b) 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, 2016 (4.25% for the Prior ABL Credit facility, 4.50% for the Prior First Lien Term Loan Facility, and 7.75% on the Prior Second Lien Term Loan Facility).

(c) Represents purchases of raw materials in the normal course of business for which all significant terms have been confirmed.

(d) As of September 30, 2016, we had $2.3 million of income tax liability, gross unrecognized tax benefits of $3.8 million and gross interest and penalties of $3.0 million. Of these amounts, $6.8 million is classified as a non-current liability in the consolidated balance sheet. At this time, we are unable to make a reasonably reliable estimate of the timing for such payments in future years; therefore, such amounts have been excluded from the above contractual obligations table.

The following table summarizes material changes to our contractual obligations as of September 30, 2016, resulting from the changes in our debt during the three months ended December 30, 2016. These changes resulted from AII entering into the New Term Loan Facility which increased total commitments under the facility to $500,000 and reduced the interest rate to LIBOR plus 3.0%. AII used proceeds from the new facility and $155 million of available cash to repay outstanding loans under the Prior First Lien Term Loan Facility and the Prior Second Lien Term Loan Facility. See Note 6, “Debt” in the notes to the unaudited condensed consolidated financial Statements.

	Estimated Payments Due by Fiscal Year
(in thousands)	Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years		Total
New Term Loan Facility due December 22, 2023	$	3,750	$	10,000	$	10,000	$	476,250	$	500,000
Interest expense(a)		25,163		43,087		42,298		43,364		153,912

(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 December 30, 2016 (4.25% for the Amended ABL Credit Facility, 4.00% for the New Term Loan Facility).

In the normal course of business, we are liable for contract completion and product performance. In the opinion of management, such obligations will not significantly affect our financial condition, results of operations or cash flows.

73

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financing arrangements that we believe are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Quantitative and Qualitative Disclosures about Market Risk

In the normal course of conducting business, we are exposed to certain risks associated with potential changes in market conditions. These risks include fluctuations in foreign currency translation rates, interest rates and commodity prices, including price fluctuations related to our primary raw materials.

Interest Rate Risk

The New Credit Facilities bear interest at a floating rate, generally LIBOR plus applicable margin. As a result, we are exposed to fluctuations in interest rates to the extent of our borrowings under the New Credit Facilities, which were $500.0 million at December 30, 2016. As of December 30, 2016, assuming LIBOR exceeded 1.00%, each one percentage point change in interest rates would have resulted in an approximately $5.1 million change in the annual interest expense on our New Term Loan Facility. As of December 30, 2016, assuming availability was fully utilized, each one percentage point change in interest rates would have resulted in an approximately $3.0 million change in annual interest expense on the Amended ABL Credit Facility.

Credit Risk

We are exposed to credit risk on accounts receivable balances. This risk is mitigated due to our large, diverse customer base. In fiscal 2016, our ten largest customers (including buyers and distributors in buying groups) accounted for approximately 31% of our net sales. However, no single customer comprised more than 10% of our consolidated net sales in fiscal 2016, 2015 and 2014. We maintain provisions for potential credit losses and such losses to date have normally been within our expectations. We evaluate the solvency of our customers on an ongoing basis to determine if additional allowances for doubtful accounts receivable need to be recorded. We have historically not been exposed to a material amount of uncollectible receivable balances.

Commodity Price Risk

We are exposed to price fluctuations for our primary raw material commodities such as steel, copper and PVC resin. Our operating performance may be affected by both upward and downward price fluctuations. We are also exposed to fluctuations in petroleum costs as we deliver a substantial portion of the products we sell by truck. We seek to minimize the effects of inflation and changing prices through economies of purchasing and inventory management resulting in cost reductions and productivity improvements as well as price increases to maintain reasonable gross margins. Such commodity price fluctuations have from time to time produced volatility in our financial performance and could do so in the future.

Foreign Currency Risk

Because we conduct our business on an international basis in multiple currencies, we may be adversely affected by foreign exchange rate fluctuations. Although we report financial results in U.S. dollars, approximately 8% of our net sales and expenses are denominated in currencies other than the U.S. dollar, particularly Canadian dollars, British pounds sterling, Australian dollars, Chinese Yuan and New Zealand dollars. Fluctuations in exchange rates could therefore significantly affect our reported results from period to period as we translate results in local currencies into U.S. dollars. 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.

74

BUSINESS

Company Overview

We are a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and MP&S for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure’s electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. We believe we hold #1 or #2 positions in the United States by net sales in the vast majority of our products. The quality of our products, the strength of our brands and our scale and national presence provide what we believe to be a unique set of competitive advantages that positions us for profitable growth.

We manufacture a broad range of end-to-end integrated products and solutions that are critical to our customers’ businesses. Our broad product offering enables us to bundle and co-load a wide range of products, which simplifies the ordering and delivery processes and streamlines logistics, reducing costs for us and our customers. We primarily serve electrical contractors and OEMs both directly and through our established core customer base of electrical and industrial distributors. Our operational footprint, together with our national distribution network, provides important proximity to our customers and enables efficient and reliable delivery of our products. Our scale creates meaningful purchasing power with key suppliers and enables us to leverage common manufacturing technology and processes across our business.

We estimate that we operate in a $13 billion subset of the $78 billion U.S. electrical products market for our Electrical Raceway products and in a $3.8 billion U.S. addressable market for our MP&S products. Both of these markets are highly fragmented and present attractive opportunities for significant growth. As illustrated in the following charts, approximately 69% of our net sales and Adjusted net sales in fiscal 2016 were derived from U.S. construction demand, which primarily consisted of new non-residential construction and MR&R spending on existing non-residential structures. Based on data from Dodge new non-residential construction starts remain significantly below long-term historical average levels and have meaningful opportunity for growth going forward.

Fiscal 2016 Net Sales by End Market	Fiscal 2016 U.S. Construction Net Sales

(1) International primarily includes Australia, Canada, China, New Zealand and United Kingdom.

(2) MR&R includes non-residential and residential markets.

75

Fiscal 2016 Adjusted Net Sales by End Market	Fiscal 2016 U.S. Construction Adjusted Net Sales

(1) International primarily includes Australia, Canada, China, New Zealand and United Kingdom.

(2) MR&R includes non-residential and residential markets.

Since our separation from Tyco in December 2010, we have undertaken a significant transformation of our business. We have acquired six businesses, which have strengthened and extended our capabilities and offerings across our entire product portfolio. We also divested four businesses and permanently closed other businesses that we considered non-core operations due to unfavorable competitive positions or cost structures. This proactive optimization of our portfolio has enabled us to focus on our core businesses, improve our mix of higher margin products, drive market share gains and improve overall profitability. In 2011, our net sales were comprised of 44% Electrical Raceway, 30% MP&S and 26% businesses we have since closed or divested. For fiscal 2016, our Adjusted net sales were comprised of 65% Electrical Raceway and 35% MP&S.

In order to execute our business transformation we have significantly upgraded our management team, with over 90% of our executives and over 80% of our senior leadership in new roles or new to the Company since 2011. Our executives have extensive experience with leading electrical and industrial corporations, including Danaher Corporation, Eaton Corporation plc, ITT Corporation, Legrand S.A., Pentair plc and Tyco. Our management team has also developed and implemented the ABS, a foundational set of principles, behaviors and beliefs based on driving excellence in strategy, people and processes. The deployment of ABS throughout our operations has provided the skillset, mindset and toolset for our employees to identify, execute and sustain a series of business initiatives that have contributed to our growth and profitability improvements since 2011. By implementing employee incentives that reinforce our organization’s engagement and alignment around ABS, we expect that we will be able to achieve future business improvements and drive profitable growth in excess of the growth rates of the markets in which we compete.

As a result of our transformational business initiatives, we have been able to deliver strong financial and operating performance from fiscal 2011through fiscal 2016 as set forth below:

• We grew our net sales and Adjusted net sales at compound annual growth rates, or “CAGRs,” of 1.1% and 3.9%, respectively, to $1,523.4 and $1,515.6 million, respectively;

• We increased our net income by $63.8 million from a net loss position to net income of $58.8 million and increased our Adjusted EBITDA at a CAGR of 25.9% to $235.0 million; and

• We have driven approximately 660 basis points and 960 basis points of expansion in our net income margins and Adjusted EBITDA margins, respectively.

For a reconciliation of Adjusted net sales to net sales, net income (loss) to Adjusted EBITDA and a definition of Adjusted EBITDA margin, see “Prospectus Summary—Summary Historical Consolidated Financial Data.”

Our Reportable Segments

We operate through two reportable segments: Electrical Raceway and MP&S. Our segments benefit from common raw material usage, similar manufacturing processes and a complementary distribution network. Our

76

scale and rigorous application of efficient manufacturing techniques across both segments enable us to be a low-cost manufacturer, which further adds to our competitive advantage.

Electrical Raceway: Through our Electrical Raceway segment, we manufacture products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet. These products are critical components of the electrical infrastructure for new construction and MR&R markets and include electrical conduit and fittings in rigid steel, aluminum and PVC as well as armored cable, flexible and liquidtight electrical conduits. We also manufacture a range of cable tray, cable ladder and wire basket products used to support armored cable and otherwise unprotected cable wiring.

Many of our Electrical Raceway products are core items that we believe must be stocked by U.S. electrical distributors as a staple of their inventory. Electrical conduit deploys, isolates and protects electrical wiring from the original power source to the final outlet within a building or structure. Armored cable is a pre-wired, flexible metal conduit installed inside buildings as part of the electrical branch system, typically between the electrical trunk and the power outlet. Cable trays and cable ladders are open raceway systems used to carry cables through industrial buildings or facilities. Flexible and liquidtight conduits are malleable products that protect electrical wires and cables, while allowing for connections between rigid systems and other electrically powered structures or equipment. Our conduit and cable products are complemented by an integrated offering of mounting systems, fittings and accessories, as well as products from our other businesses that collectively provide what we believe to be the most comprehensive solutions available from a single manufacturer for the Electrical Raceway market in the United States. As a result, we believe we have a meaningful competitive advantage over other providers. Our broad product offering, which includes a variety of base materials, allows us to meet contractors’ changing needs as they design and install electrical systems to comply with various building code requirements in different regions and environments throughout the United States. The vast majority of our Electrical Raceway net sales are made to electrical distributors, who then serve electrical contractors and we consider both to be customers. Our customers benefit from bundling and co-loading of our products, resulting in streamlined logistics and reduced costs.

Our Electrical Raceway products are manufactured at 15 of our U.S. facilities. Our manufacturing and operating scale creates meaningful purchasing leverage with our key suppliers of raw materials. We sell our products to a network of national and regional electrical distributors by utilizing an internal sales force, as well as independent sales agents. Our operational footprint, together with our national distribution network, provides important proximity to our customers, which enables us to deliver products quickly and reliably.

Mechanical Products & Solutions: Through our MP&S segment, we provide products and ancillary services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. Our principal products in this segment are metal framing products and in-line galvanized mechanical tube. We sell these products primarily to electrical and mechanical distributors and OEMs. We also provide ancillary value-add services such as engineering, pre-fabrication, product customization and installation that reduce design and on-site construction costs.

Through our metal framing business, we design, manufacture and install metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures. Approximately 40% of our U.S. net sales in strut and fittings are generally sold to mechanical and other broad-line industrial distributors, while the remaining 60% of our U.S. net sales in strut and fittings are used for mounting Electrical Raceway products and are sold to electrical distributors. Through our mechanical tubular products business, we manufacture and market in-line galvanized tubular products. We believe that we are one of only two companies in the United States that manufacture and market in-line galvanized tubular products on a national basis. We believe that approximately 90% of our net sales in this business are made directly or indirectly to OEM customers serving a wide range of industrial and construction end markets. Our international net sales, which are included in our MP&S segment, primarily consist of metal framing products that serve Electrical Raceway and mechanical support applications.

77

Our MP&S products are manufactured in eight locations in the United States, as well as in smaller plants for metal framing in the United Kingdom, Australia, New Zealand and China. We believe our scale and rigorous application of efficient manufacturing techniques enables us to be a low cost manufacturer and provide us with a significant competitive advantage.

	Electrical Raceway				Mechanical Products & Solutions
Overview	Products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet				Products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications
Fiscal 2016 Net Sales/Adjusted Net Sales(1)(2)	$988.1 million/$988.1 million				$537.1 million/$529.3 million
Fiscal 2016 Adjusted EBITDA(1)(3)	$174.6 million				$88.6 million
% Adjusted EBITDA margin(3)	17.7%				16.7%
Estimated U.S. Market Size(4)	$13 billion				$3.8 billion
Estimated U.S. Market Share(4)	~8%				~12%
Leading Market Positions(5)
	#1 Steel Conduit (35% share)	#1 PVC Conduit (38% share)	#1 Armored Cable (39% share)		#2 Metal Framing & Related Fittings (23% share)	#1 In-line Galvanized Mechanical Tube (80% share)
Core Products	•    Electrical conduit and fittings •    Armored cable and fittings •    Flexible and liquidtight electrical conduit and fittings •    Cable tray, cable ladder and wire basket				•    Metal framing and related fittings •    In-line galvanized mechanical tube
Primary Market Channel	Electrical distribution				Electrical, industrial and specialized distribution and direct to OEMs
Principal Brands

(1) Includes intersegment sales and excludes amounts attributable to Corporate.

(2) For a reconciliation of fiscal 2016 segment net sales to segment Adjusted net sales see “Prospectus Summary—Summary Historical Consolidated Financial Data.”

(3) Adjusted EBITDA margin is calculated as segment Adjusted EBITDA as a percentage of Adjusted net sales and also as Adjusted EBITDA as a percentage of net sales.

(4) Management estimates based on market data and industry knowledge. Market share is based on our U.S. Adjusted net sales relative to the estimated U.S. addressable market size.

(5) Based on our Adjusted net sales relative to the estimated net sales of known competitors in addressable markets. Unless stated otherwise, market position refers to management’s estimate of our market position in the United States within the estimated addressable markets we serve.

78

Our Industries

Electrical Raceway

We estimate that we operate in a $13 billion subset of the $78 billion U.S. electrical products market for our Electrical Raceway products. We believe we hold leading positions in many of the Electrical Raceway product categories that we serve including #1 position by net sales in steel conduit and fittings, PVC conduit and fittings and armored cable. We believe we have an approximately 8% share of this $13 billion market, in which our existing product offering addresses an estimated $4 billion of the total market opportunity. As a result, we have a substantial opportunity to expand our presence in this market through the introduction of new products as well as through strategic acquisitions. The Electrical Raceway market is highly fragmented and is undergoing significant change as a result of consolidation among electrical distributors and manufacturers, product mix changes stemming from increasing demand for new building technology such as increased facility automation and adoption of LED lighting systems, and a demographic shift in the electrical installer base. We believe these changes are likely to drive the need for additional electrical content in building infrastructure, thereby driving growth in demand for our products. Some of the largest competitors in the Electrical Raceway market include ABB Ltd., Eaton Corporation plc, Pentair plc and Hubbell Incorporated. While most of our competitors manufacture products for only a few Electrical Raceway categories, we believe we provide a more complete offering of products and solutions, which gives us a distinct competitive advantage. Our broad product range enables us to provide customers and contractors with a complete Electrical Raceway solution for projects and add value by bundling and co-loading our products in coordinated shipments. The fragmentation of the market enhances the value of our comprehensive product offering and presents significant opportunity for us to continue to be a consolidator in the industry, broadening our product portfolio and providing greater value to our customers.

Mechanical Products & Solutions

Our MP&S segment serves a number of niche markets that we estimate to comprise an aggregate U.S. addressable market of approximately $3.8 billion, of which we believe we currently have approximately 12% market share. Our businesses in this segment include two principal product areas: metal framing and in-line galvanized mechanical tube.

We design, engineer, manufacture and install an extensive range of metal strut and fittings used to assemble various mounting structures that are used to support equipment and electrical content in buildings and on structures where a specific engineered load capacity is required. We believe we have the #2 position in the metal framing market in the United States with approximately 23% market share. Our primary competitors in the market include B-Line (part of Eaton Corporation plc), Thomas & Betts (part of ABB Ltd.) and Haydon Corporation, as well as a number of smaller manufacturers. Like our Electrical Raceway segment, demand in our metal framing business is primarily driven by non-residential construction trends.

We believe we have the #1 position in the United States in the in-line galvanized mechanical tube market, which is a subset of the broader market for mechanical tubular products. The broader market also includes non-galvanized, pre-galvanized and hot-dipped galvanized tubular products as well as drawn over mandrel, or “DOM,” tubular products. In-line galvanization provides superior anti-corrosive performance, aesthetic appearance and product strength when compared to tubular products using other anti-corrosive processes. We believe that we are one of only two companies in the United States that employs this technology and has the capability to manufacture and market its products on a national basis. In this business, we serve customers in a range of industries and end markets, for example, agricultural, utility grade solar power generation and other industrial end markets for whom demand is correlated to overall economic growth and industrial production, as well as market-specific factors such as alternative energy tax credits for solar power.

79

Non-residential Construction

Demand for products in both our Electrical Raceway and MP&S segments is primarily driven by non-residential construction activity. Construction activity in this market depends on a number of factors, including the overall economic outlook, general business cycle, interest rates, availability of credit and demographic trends that influence the location and magnitude of construction related to new business activities. We believe we will benefit from the ongoing recovery in the non-residential construction market. According to Dodge, new non-residential construction starts were estimated to be 959 million square feet in our fiscal 2016, which remains well below historical levels. Starts would need to increase approximately 15% from 2015 levels to reach the average of the five cyclical troughs since 1968 prior to the downturn that began in 2008, approximately 64% to reach the average of the five cyclical peaks over the same period and approximately 33% to achieve the market average since 1968.

Our Competitive Strengths

We believe that we have established a reputation as an industry leader in quality, delivery, value and innovation, primarily as a result of the following competitive strengths:

Leading market positions and strong brands. We believe we have leading market positions in the core products that we offer. Based on management estimates, we believe that approximately 86% of our Adjusted net sales in fiscal 2016 were derived from products for which we hold the #1 or #2 market positions by net sales in the United States. These leadership positions include the #1 positions by net sales in steel conduit and fittings, PVC conduit and fittings, armored cable and in-line galvanized mechanical tubes, and the #2 position by net sales in metal framing for cable and electrical supports. We go to market with an impressive portfolio of leading brands, including Allied Tube & Conduit, AFC Cable Systems, Heritage Plastics, Unistrut, Power-Strut and Cope. We believe that our leading market positions and strong brands are the result of the reliable performance and quality of our products, our ability to deliver superior service to address our customers’ needs and our well-established customer relationships.

Superior customer value proposition. We offer mission-critical products from a single integrated platform, enabling our customers to conveniently and efficiently purchase a broad range of solutions. Our Electrical Raceway products are core items that we believe must be stocked by U.S. electrical distributors as a staple of their inventory. We believe we maintain the broadest portfolio of products in our industry, enabling us to satisfy this demand and to deliver integrated source-to-outlet electrical solutions. Our ability to bundle and co-load a wide range of Electrical Raceway products for our customers simplifies the ordering and delivery processes and streamlines logistics, reducing costs for us and for our customers. Co-loading benefits our customers by decreasing costs, while bundling allows us to increase our customers’ overall spend by serving as their one-stop-shop. In addition, our ability to provide complete turnkey solutions for large construction and renovation projects creates labor savings for installers. Our MP&S segment employs difficult-to-replicate manufacturing technologies, such as in-line galvanizing, which provides advanced levels of corrosion protection and delivers higher strength levels in mechanical tubular products. We also draw upon our technical expertise and superior customer knowledge to offer ancillary value-added services, such as engineer-certified design and installation, that are not provided by our competitors. Our customer-centric business strategy has translated into strong, consistent performance in terms of product quality, on-time delivery and customer service, further enhancing our reliability and solidifying our customer value proposition. This is evidenced by the average tenure of our top 10 customers, which is approximately 20 years.

Compelling product portfolio with demonstrated ability to innovate and acquire new product capabilities. Since 2011, we have undertaken a series of strategic acquisitions, divestitures and business closures and have developed a number of key new products that have transformed our business into a unique and scalable franchise. These efforts to optimize our product portfolio have expanded our positions in attractive segments of the Electrical Raceway and MP&S markets, while reducing our exposure to less attractive, lower margin businesses

80

and non-core geographies. Through acquisitions, we have expanded our PVC conduit and cable and conduit fittings offerings, enabling us to provide customers with complete Electrical Raceway product solutions. We have also introduced a number of successful new products, such as Luminary Cable, an innovative product that combines data and power transmission within a single armored cable. The success of our portfolio optimization initiatives demonstrates our ability to identify, execute and integrate acquisitions and introduce new products to meet customer demand, and we maintain and continue to pursue a robust pipeline of acquisition targets and additional new product development opportunities. Given the fragmented nature of the markets we serve and evolving customer needs, we believe there is significant opportunity to continue to leverage this strength to grow our business profitably going forward.

Strong platform for growth across attractive end-markets. We believe that we are well positioned to capitalize on industry growth and end-market opportunities, while leveraging our broadening product offering to secure a larger share of customer spend. Demand for our Electrical Raceway and MP&S products is primarily driven by non-residential construction activity, which remains significantly below historical levels according to Dodge. We believe the continuing recovery in new non-residential construction supports a strong platform for growth, and our meaningful participation in MR&R activity provides a steady base of demand for recurring sales of our products. In addition to the positive tailwinds associated with construction trends, we believe we are positioned to benefit from the expansion of higher-growth market segments particularly suited for our products, such as healthcare and data centers, as well as broader energy-efficiency trends, such as increased facility automation and adoption of LED lighting systems, that are driving greater electrical content in buildings and greater demand for our products.

Significant scale providing barriers to entry. Our industry-leading scale creates significant sales, service, manufacturing and procurement advantages over our competitors. We have developed a large, carefully constructed network of highly trained Electrical Raceway and MP&S sales agents with loyal, long-term relationships with Atkore that represent our products in the market. Our positions on our agents’ line cards (product rosters that describe an agent’s offerings) are powerful and difficult to displace, which we believe creates a sustainable advantage. Our comprehensive, integrated distribution and logistics network, consisting of Electrical Raceway stocking agents, MP&S stocking agents and company-operated warehouse locations across the United States, enables us to provide timely and reliable delivery and support for our largest distributor customers and to respond more quickly than our competitors to changes in customer demand. We believe that our manufacturing and distribution network is strategically located to maximize the overlap with the states and regions with the highest amount of electrical distributor sales in the United States. Our high-volume manufacturing and warehousing operations, including our one million square foot facility in Harvey, Illinois, allow us to leverage shared technology, processes and fixed costs across our platform, creating significant operating efficiencies and cost advantages. We estimate the replacement cost of our production and distribution footprint is over $350 million, which represents a sizable impediment to new competition. Finally, our significant purchasing scale enables us to achieve favorable pricing, terms and delivery from our suppliers. On average, we are able to purchase our core raw materials at discounts to market indices such as the CRU Steel Index and the CDI PVC resin index for conduit.

Strong management team driving a highly efficient operating structure. We believe we have built a world-class management team with over 90% of our executives and over 80% of our senior leadership in new roles or new to the Company since 2011. Our management team has established a rigorous metric-driven culture to focus on sustained performance. Through the development and implementation of ABS, the proprietary foundational system by which our Company operates, we have transformed our business into a highly efficient platform poised to deliver future growth and incremental operating efficiency. Our operational efficiency is evidenced by our Perfect Order Rate, or “POR” (which we define as the product of order line fill, order error rate and on time delivery), which has increased from 81% in fiscal 2011 to 94% in fiscal 2016, and our Defective Parts per Million, or “DPPM” (which we calculate as volume returned to us as defective per one million of volume shipped), which has decreased by approximately 58% over the same period. We have also taken measures to ensure our products are optimally priced in the markets we serve, employing a disciplined internal pricing

81

strategy and equipping our sales team with the critical information and tools to optimize pricing decisions. To that end, we have adopted a differentiated pricing approach for individual customers and markets to systematically target premium market pricing. Our market pricing is determined by regional and other applicable competitive dynamics and material cost variations. Aligned with this market strategy, our customer pricing considers size and location. Our rigorous internal processes support sustainability and continuous improvement of our business and drive accountability and high-level engagement by our employees.

Strong margin and cash flow profile. Since fiscal 2011, we have meaningfully improved our financial performance, and we believe that we have significant margin expansion opportunities beyond the results achieved to date. Through our business improvement initiatives and product portfolio optimization activities, we increased our net income margins by approximately 660 basis points from (2.7)% in 2011 to 3.9% for fiscal 2016 and our Adjusted EBITDA margins by 960 basis points from 5.9% in 2011 to 15.5% for fiscal 2016, over 500 basis points of which we believe was driven by strategic pricing and product mix management. Our business model generates strong cash flow with limited maintenance capital expenditure requirements that typically approximate 2.0% of net sales. This has given us the flexibility to pursue accretive acquisition targets while simultaneously reducing the leverage on our balance sheet.

Our Strategies

Our goal is to be our customers’ first choice for Electrical Raceway and MP&S, and we intend to drive profitable growth in excess of the growth rates of the markets in which we operate through the following key strategies:

Increase market share by increasing sales to existing customers. We intend to further penetrate existing markets for our Electrical Raceway products and MP&S by strategically focusing our sales and marketing resources on our highly valued accounts. We have built a robust cross-selling sales organization that targets our largest distributor customers by marketing the benefits of ordering our entire product suite for both inventory stocking and for large projects. Our broad portfolio enables co-loading and bundling of our product solutions in an integrated manner. Sales to our current top five customers have grown at a CAGR of 14% from fiscal 2014 to fiscal 2016 and we also increased Atkore Atvantage sales, a program designed to penetrate independent distributors that value our bundling and co-loading services, by 24% from fiscal 2015 to fiscal 2016. In addition, in fiscal 2016, we achieved Adjusted EBITDA growth in 12 of our 13 strategic business units. We intend to further grow our share of wallet with our largest and most valued customers by continuing to deliver cost savings, reliable customer service and the benefits of our single source platform.

Expand our product offering and improve our margin mix through new product development and acquisitions. We proactively develop new products and solutions that allow us to stay at the forefront of the needs of the Electrical Raceway and MP&S markets. We have a long history of innovation, which includes the introductions of Kwik-fit electrical conduit, Unistrut Defender and Luminary Cable. We expect to continue to invest in new product development to drive differentiation and growth. Further, our transformational portfolio optimization since 2011 has included a series of strategic acquisitions, divestitures and business closures that have expanded our positions in attractive segments of the Electrical Raceway and MP&S markets while reducing our exposure to less value-added, lower margin businesses and non-core geographies. Given the fragmented nature of the markets we serve and the sizes of our closest adjacent product categories, we intend to pursue our robust pipeline of opportunities to profitably grow our business in higher margin product categories going forward, primarily in conduit and cable fittings as well as metal framing, cable accessories and conduit.

Capitalize on projected growth in our end markets while expanding into segments with accelerating growth trends. Market forecasts suggest that non-residential construction starts will grow from 2016 levels, which remain below the average of the past five cyclical troughs and significantly below the average annual starts since 1968, according to Dodge. We believe our exposure to new construction will provide momentum for us to increase sales and earnings as construction starts increase, and our MR&R business will provide a stable sales base going forward. Other industry trends that we believe also support our continued growth include

82

increased facility automation, the adoption of LED lighting systems, as well as the expanding need for data centers that require greater electrical circuitry and more of our products and solutions. We intend to place particular emphasis on markets with potential for greater-than-market growth for our products, such as commercial construction, data centers and healthcare.

Continue to provide reliable service and delivery to our customers. Over the last several years, we have made substantial improvements in our service and delivery performance, including significant increases in our POR and reductions in our DPPM. We believe that reliability and quality are key differentiators for our customers when choosing a supplier. As a result of these business improvements, we have strengthened our value proposition to customers and increased our pricing power. We have identified several additional initiatives in manufacturing processes, supply chain, logistics and inventory management that we expect will further improve the quality of our products and our delivery performance. We believe our focus on continuous improvement will further enhance our value to customers and will translate into accelerated sales growth and profitability in the future.

Continue our focus on excellence in processes and execution to drive margin expansion and cash flow improvements. ABS is the foundational system that drives our organizational focus on excellence in strategy, people and processes. ABS, with its key components LDM and SDP enables us to identify the key levers to further improve our business and subsequently manage and sustain the business improvements we realize. We believe there is a strong correlation between our implementation and execution of ABS and the business, volume, margin and cash flow conversion improvements we have made over the last five years. We have several initiatives currently underway to continue to improve our profitability and cash flow, including strengthening our Electrical Raceway go-to-market strategy, driving industry best delivery, enhancing our commercial excellence and accelerating innovation and new product development. These and other initiatives are focused on profitably growing our business by becoming our customers’ first choice for Electrical Raceway and MP&S, providing unmatched quality, delivery and value.

Company History

Atkore was incorporated in the State of Delaware in November 2010. Atkore is the sole stockholder of AIH, which is the sole stockholder of AII. Prior to December 2010, we operated as the Tyco Electrical and Metal Products, or “TEMP” business of Tyco International Ltd., or “Tyco.” Atkore was initially formed as a holding company to hold ownership of AIH and to effect the transactions described below.

In December 2010, pursuant to the terms of the Investment Agreement, or the “Investment Agreement” by and among the CD&R Investor, Tyco International Holdings S.à.r.l., or the “Tyco Seller,” Tyco and AIH, (i) the CD&R Investor acquired shares of a newly created class of our cumulative convertible preferred stock, or the “preferred stock” that initially represented 51% of our outstanding capital stock (on an as-converted basis); and (ii) we issued shares of our common stock to the Tyco Seller that initially represented the remaining 49% of our outstanding capital stock. We refer to the transactions described in this paragraph as the “Transactions.”

In April 2014, AII entered into the Prior Term Loan Facilities and used the proceeds therefrom to redeem the Senior Notes and to pay a dividend to AIH, which in turn paid a dividend to us. We used the dividend proceeds to redeem all of the shares of our common stock then held by the Tyco Seller. Also in April 2014, the CD&R Investor converted shares of preferred stock held by it into shares of our common stock.

Since our separation from Tyco, we have undertaken a significant transformation of our business by proactively optimizing our portfolio to enable us to focus on our core businesses, improve our mix of higher margin products, drive market share gains and improve overall profitability.

Recent Acquisitions. In addition to our organic growth, we have transformed our Company through acquisitions in recent years, allowing us to expand our product offerings with existing and new customers. See “Management’s Discussion and Analysis—Business Factors Influencing our Results of Operations—Recent Acquisitions” for further detail.

83

Divestitures and Restructurings. Since 2011, we have continuously evaluated our operations to ensure that we are investing resources strategically. Our assessment has included existing operating performance, required investment to improve performance and the overall complexities of doing business in certain markets and geographic regions. After careful consideration, we streamlined our business through a combination of business divestitures, asset sales and the exit of certain product lines. See “Management’s Discussion and Analysis—Business Factors Influencing our Results of Operations—Divestitures and Restructuring” for further detail.

Our Products

Our principal Electrical Raceway products include electrical conduit and fittings, armored cable and fittings, cable trays and mounting systems and fittings, which are critical components of the electrical infrastructure for new construction and MR&R markets. Our MP&S principal products are metal framing and in-line galvanized mechanical tube. Our metal framing products are used in the installation of electrical systems and various support structures. In total, we operate 27 manufacturing facilities and 25 distribution facilities that enable us to efficiently receive materials from our suppliers and deliver products to our customers. In fiscal 2016, 92% of our net sales were to customers located in the United States. Our global footprint has been streamlined in recent years to improve manufacturing capacity utilization across our facilities and to enhance the efficiency of our transportation and logistics networks.

84

An overview of our product offerings is provided below:

		Product Category	Sample Products	Brands	Sample Product Images
Electrical Raceway		Metal Electrical Conduit and Fittings	Metal Conduit: •       Electrical Metallic Tubing (EMT) •       Intermediate Metal Conduit (IMC) •       Galvanized Rigid Conduit (GRC) Metal Conduit Fittings: •       Elbows •       Couplings •       Nipples •       Conduit Bodies
		PVC Electrical Conduit & Fittings	PVC Conduit: •       Rigid Non-Metallic Conduit (RNC) PVC Conduit Fittings: •       Elbows •       Couplings •       Conduit Bodies •       Duct spacers
		Flexible Electrical Conduit and Fittings	Flexible Electrical Conduit: •       Flexible Metallic Conduit (FMC) •       Liquidtight Flexible Metal Conduit (LFMC) •       Liquidtight Flexible Non-Metallic Conduit (LNFC) •       Flexible Metallic Tubing (FMT) Flexible Electrical Conduit Fittings: •       Cord Connectors •       Angle Connectors
		Armored Cable and Fittings	Amored Cable: •       Metal Clad Cable (MC) •       Armor Clad Cable (AC) •       Healthcare Facility Cable (HCF) Amored Cable Fittings: •       Connectors •       Service Entry Fittings
		Cable Tray & Cable Ladders	•       Ladder Cable Tray •       Hat Cable Tray •       Channel Cable Tray •       I Beam Cable Tray •       Wire Basket Cable Tray

85

		Product Category	Sample Products	Brands	Sample Product Images
		Metal Framing & Fittings	•       Channel •       Channel Fittings •       Pipe Clamps/Hangers •       Concrete Inserts
MP&S		Construction Services	•       Design, Fabrication and Installation Services •       Modular support structures •       Fall protection
		Mechanical Pipe	•       In-line galvanized mechanical tube •       Non-galvanized tube •       Fabrication services
		Flexible Sprinkler Drops	•       Commercial •       Industrial/Duct •       Cleanroom •       Institutional •       Cold storage
		Barbed Tape	•       Security Confinement •       Power Station •       Military / Border •       Law Enforcement

The table below shows the amount of net sales from external customers for each of our product categories which accounted for 10 percent or more of our consolidated net sales in any of the last three fiscal years:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Metal Electrical Conduit and Fittings	$	331,187	$	320,367	$	300,594
Armored Cable and Fittings		318,279		332,153		341,912
PVC Electrical Conduit & Fittings		258,954		269,808		238,042
Mechanical Pipe		249,811		286,799		282,789
Metal Framing & Fittings		181,954		174,976		176,047
Other		175,383		166,472		170,766
Impact of Fence and Sprinkler		7,816		178,593		192,688
Net sales	$	1,523,384	$	1,729,168	$	1,702,838

Our innovation pipeline currently includes 36 new products – 23 in our Electrical Raceway segment and 13 in our MP&S segment – that focus on delivering labor efficiencies and help us target high-growth end markets. We track our new products by product development stage: from ideation, scoping and planning to development and launch preparation. We have new products in all development stages, and currently have a significant number of MP&S products in the later stages.

Marketing

Our products are primarily marketed by commissioned agents and sold directly to electrical and industrial distributors who resell our products under recognized brand names, including Allied Tube & Conduit, AFC Cable Systems, Heritage Plastics, Unistrut, Power-Strut and Cope, as well as certain other sub-brands that are used regionally or in niche markets. Our commissioned agents are selected, trained and managed by our regional sales teams and supported by product managers who

86

ensure that agents are adequately knowledgeable and sufficiently trained to represent our brands to our distribution customers. We stimulate end-user demand by promoting our products and solutions directly to architects, electrical engineers, electrical contractors and electrical code authorities across the United States. We also work directly with electrical contractors, who install Electrical Raceway products on new construction or renovation projects to assist them in selecting the most effective electrical raceway solution. In certain of the markets we serve, we market directly to electrical and industrial distributors, OEMs and governmental entities.

Distribution

We primarily sell and distribute our products through electrical, industrial and specialty distributors and OEMs. For many of the over 13,000 electrical-distributor branches in the United States, our products are must-stock lines that form a staple of their business. We serve a diverse group of end markets, including new construction, MR&R and infrastructure, diversified industrials, alternative power generation, healthcare, data centers and government. End-users, which are typically electrical, industrial and mechanical contractors as well as OEMs, install our products during non-residential, residential and infrastructure construction and renovation projects or in assembly and manufacturing processes.

Distribution-based sales accounted for approximately 83% of both our net sales and Adjusted net sales, respectively, for fiscal 2016. We distribute our products to electrical and industrial distributors from our manufacturing facilities as well as from over 50 dedicated distribution facilities owned by our agents. Our products are also stocked by electrical and industrial distributors who are located in major cities and towns across the United States. Some of our products are purchased by OEMs and used as part of their products and solutions in applications such as utility solar framing, conveyor systems and fabric cover buildings. OEM sales accounted for approximately 17% of both of our net sales and Adjusted net sales for fiscal 2016.

Our distribution footprint is concentrated in North America (the United States and Canada), with additional facilities in Australia, China, New Zealand and the United Kingdom.

Products are generally delivered to the dedicated distribution centers from our manufacturing facilities and then subsequently delivered to the customer. In some instances, a product is delivered directly from our manufacturing facility to a customer or end-user. In many cases, our products are bundled and co-loaded when shipped. We contract with a wide range of transport providers to deliver our products, primarily via semi-tractor trailer.

Customers

Our sales and marketing processes are primarily focused on serving our immediate customers, including electrical, industrial and specialty distributors and OEMs. We believe customers view us 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 2016, 2015 and 2014, approximately 92%, 93% and 92%, respectively, of our net sales were sold to customers located in the United States. Our net sales by geographic area were as follows:

	Fiscal Year Ended
(in millions)	September 30, 2016		September 25, 2015		September 26, 2014
United States	$	1,396	$	1,605	$	1,571
International		127		124		132
Total	$	1,523	$	1,729	$	1,703

In fiscal 2016, our top ten customers accounted for approximately 31% of net sales. No single customer, even after consolidating all branches of such customer, which often make independent purchasing decisions, accounted for more than 7% of our net sales in each of fiscal 2016, 2015 and 2014. Our customers include global electrical distributors (such as Consolidated Electrical Distributors, Inc., 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

87

Supply Company, Inc.) and members of buying groups (such as Affiliated Distributors, Inc. and IMARK Group, Inc.) as well as industrial distributors and big-box retailers (such as The Home Depot, Inc., Fastenal Company, HD Supply Holdings, Inc., McMaster-Carr Supply Co., Menard, Inc. and W.W. Grainger, Inc.).

Suppliers and Raw Materials

We use a variety of raw materials in the manufacture of our products. Our primary raw materials are steel, copper and PVC resin. We believe that sources for these raw materials are well-established, generally available on world markets and are in sufficient quantity that we may avoid disruption to our business if we encountered an interruption from one of our existing suppliers. Our primary suppliers of steel are ArcelorMittal, AK Steel and Nucor; our primary suppliers of copper are AmRod and Freeport McMoran; and our primary suppliers of PVC resin are Axiall, Formosa and Oxy Vinyls. We strive to maintain strong relationships with our suppliers.

Seasonality

In a typical year, our operating results are impacted by seasonality. Weather can impact the ability to pursue non-residential construction projects at any time of year in any geography, but historically, our slowest quarters have been the first and second fiscal quarters of each fiscal year when frozen ground and cold temperatures in many parts of the country can impede the start and pursuit of construction projects. 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 as well as by adverse economic conditions.

Manufacturing

We currently manufacture products in 27 facilities and operate a total footprint of approximately five million square feet of manufacturing and distribution space in six countries. Our headquarters are located in Harvey, Illinois, which is also the location of our largest manufacturing facility. Similar to our distribution footprint, our manufacturing footprint is currently concentrated in the United States, with additional facilities in Australia, China, New Zealand and the United Kingdom. In fiscal 2016, we closed a Philadelphia, Pennsylvania tube and conduit manufacturing plant in order to improve our manufacturing efficiencies.

With respect to our tube and conduit products, we believe we are a technology leader in the in-line galvanizing manufacturing process and have developed specialized equipment that enables us to produce a variety of low-cost high-quality galvanized tube products. Our subsidiary, Allied Tube & Conduit Corporation, or “Allied Tube,” developed an in-line galvanizing technique (Flo-Coat) in which zinc is applied in a continuous process when the tube and pipe are formed. The Flo-Coat galvanizing process provides superior zinc coverage of fabricated metal products for rust prevention and lower cost manufacturing than traditional hot-dip galvanization.

Competition

The industries in which we operate are highly competitive. 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 particular product. We believe our customers purchase from us because we provide value through the quality of our products and the timeliness of our delivery. Competition is generally on the basis of product offering, product innovation, quality, service and price.

There are many competitors in each of our segments. The main competitors in each of these segments are listed below:

• Electrical Raceway: ABB Ltd., Eaton Corporation plc, Pentair plc and Hubbell Incorporated;

88

• Mechanical Products & Solutions:

• Metal Framing: B-Line (part of Eaton Corporation plc), Thomas & Betts (part of ABB Ltd.) and Haydon Corporation; and

• Mechanical Tube: Wheatland Tube and Western Tube & Conduit.

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. 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 and we are also a licensee of certain patents and a licensor of other patents. Patents for individual products extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent protection is obtained. We rely on both trademark registration and common law protection for trademarks. Trademark rights may potentially extend indefinitely and are dependent upon national laws and use of the trademarks.

While we consider our patents and trademarks to be valued assets, we do not believe that our competitive position is dependent on patent or trademark protection or that our operations are dependent upon any single patent or group of related patents. We nevertheless face intellectual property-related risks. For more information on these risks, see “Risk Factors—Risks Related to Our Business—We may not be able to adequately protect our intellectual property rights in foreign countries, and we may become involved in intellectual property disputes.” 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.

Management of Information Technology Systems

Historically, information technology has not been a significant differentiator for us in our markets, however, we believe that ease of doing business with us will become increasingly important to our growth. Currently, we operate our business using widely commercially available hardware and software products with well-developed support services. In addition to these widely available IT products, we are developing a new application for our agents which we believe will improve the overall order entry process. We have invested more than $6.0 million in the past three fiscal years and installed and implemented a new general ledger and financial reporting system for the entire Company replacing a number of systems used in various parts of the Company. In addition, we have chosen to migrate our e-mail service and various other information technology services to a cloud computing platform hosted by Microsoft.

Employees

As of September 30, 2016, we employed approximately 3,200 total full-time equivalent employees of whom approximately 13% are temporary or contract workers. Our employees are primarily located in the United States with about 10% employed at our international locations in Australia, Canada, China, New Zealand and the United Kingdom.

As of September 30, 2016, approximately 38% of our 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. From time to time our collective bargaining agreements expire and come up for re-negotiation, including three bargaining units this year. Our largest facilities in Harvey, Illinois and New Bedford, Massachusetts have contracts that expire in April 2017 and February 2018, respectively. We believe our relationship with our employees is good.

89

Regulatory Matters

Our facilities are subject to various federal, state, local and non-U.S. requirements relating to the protection of human health, safety and the environment. Among other things, these laws govern the use, storage, treatment, transportation, disposal and management of hazardous substances and wastes; regulate emissions or discharges of pollutants or other substances into the air, water or otherwise into the environment; impose liability for the costs of investigating and remediating, and damages resulting from, present and past releases of hazardous substances and protect the health and safety of our employees.

We have incurred, and expect to continue to incur, capital expenditures in addition to ordinary course costs to comply with applicable current and future environmental, health and safety laws, such as those governing air emissions and wastewater discharges. In addition, government agencies could impose conditions or other restrictions in our environmental permits which increase our costs. 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.

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 condition, results of operations, cash flows or competitive position.

In October 2013, the State of Illinois filed a complaint against our subsidiary Allied Tube, alleging violations of the Illinois Environmental Protection Act relating to discharges to a storm sewer system that terminates at Allied Tube’s Harvey, Illinois manufacturing facility. 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. We are discussing with the State entering into a consent order that would require Allied Tube to pay a relatively small penalty, install equipment and take certain additional remedial actions to resolve the State’s claims.

In August 2014, we received from the Illinois Environmental Protection Agency, or the “IEPA,” the terms of a proposed new stormwater discharge permit for our Harvey, Illinois manufacturing facility. Because the facility did not meet the zinc limit set forth in the proposed permit, the Company was in negotiations with the IEPA to agree upon mutually acceptable discharge limits. During these negotiations, the facility was operating under an extension of the terms of our existing stormwater discharge permit. In September 2016, we received the final permit. A mutually agreed upon compliance plan is part of the permit and we expect to achieve compliance in accordance with a four-year schedule. The compliance plan includes studies to reduce zinc emitted from galvanizing manufacturing operations, implementation of more rigorous management practices, evaluation of the installation of passive/cost effective stormwater treatment and receiving stream studies to determine if a less stringent permit limit will be as protective of the water system as the current permit limit. Given the scope and time frame of the compliance plan, we do not expect that achieving compliance with either the stormwater discharge permit or the plan will have a material effect on our financial condition, results of operations or cash flows.

We previously notified the City of Phoenix that we disagreed with their assessment as to the appropriate standards that our Phoenix, Arizona facility was required to meet under its wastewater discharge permit. In January 2017, the City of Phoenix denied our appeal and reissued the facility’s discharge permit which includes pollutant limits that take into account the disputed standard, which could cause our Phoenix, Arizona facility to incur additional costs to comply with its wastewater discharge permit. The facility currently meets the limits contained in the reissued permit, and we do not expect that any such costs would have a material effect on our financial condition, results of operations or cash flows.

We are continually investigating, remediating or addressing contamination at our current and former facilities. For example, we are currently remediating and monitoring groundwater contamination at our Wayne, Michigan facility. Additional remediation activities may be required to address contamination at or migrating from the Wayne, Michigan site. Many of our current and former facilities have a history of industrial usage for

90

which additional investigation and remediation obligations could arise in the future and which could materially adversely affect our business, financial condition, results of operations or cash flows.

Properties

Our corporate headquarters are located in owned premises at 16100 South Lathrop Avenue, Harvey, Illinois. We and our operating companies own and lease a variety of facilities, principally in the United States, for manufacturing, distribution and light assembly. Our manufacturing, distribution and assembly centers are strategically located to optimize route efficiency, market coverage and overhead. The following chart identifies the number of owned and leased facilities, other than the headquarter properties listed above, used by each of our reportable segments as of September 30, 2016. We believe that these facilities, when considered with the corporate headquarters, offices, and warehouses are suitable and adequate to support the current needs of our business.

Reportable Segment	Owned Facilities		Leased Facilities
Electrical Raceway		7		12
Mechanical Products & Solutions		7		26

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. Our two principal facilities are located in Harvey, Illinois and New Bedford, Massachusetts. Our owned facility in Harvey, Illinois supports both our Electrical Raceway and MP&S segments. Our owned facility in New Bedford, Massachusetts supports our Electrical Raceway segment. On December 1, 2016, we announced the closing of our Carrollton, Ohio PVC facility as part of a plan to consolidate our total number of facilities. We expect costs related to this plant closure to be immaterial.

Legal Proceedings

In the ordinary course of conducting business activities, we and our subsidiaries become involved in judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured matters that are brought on an individual, collective, representative and class action basis, or other proceedings involving product liability, product warranty, contract disputes, environmental concerns, intellectual property matters and other matters.

For example, we have received claims and been named as a defendant in lawsuits alleging that our ABF and ABF II anti-microbial coated steel sprinkler pipe, which we have not manufactured for several years, is incompatible with CPVC and caused stress cracking in such pipe manufactured by third parties when installed together, which we refer to collectively as the “Special Products Claims.” In Special Products Claims, plaintiffs often seek to recover monetary damages for the replacement and repair of fire suppression systems and any damaged real property or personal property, as well as consequential and incidental damages. One such claim, Wind Condominium Association, Inc., et al. v. Allied Tube & Conduit Corporation, et al., (the “Wind Condominium Action”) a putative class action claim was filed on November 16, 2015 in the Southern District of Florida, which defined a “National Class” and a “Florida Subclass” consisting of all condominium associations and building owners who had ABF and/or ABF II installed in combination with CPVC from January 1, 2003 through December 31, 2010 nationwide and in Florida, respectively. The Wind Condominium Action was voluntarily dismissed by plaintiffs on August 3, 2016, and the named plaintiffs are pursuing their claims individually in separate state court claims.

At this time, we do not expect the outcome of the Special Products Claims proceedings, or any other proceeding, either individually or in the aggregate, to have a material effect on our financial statements, and we believe that our reserves are adequate for all claims, including for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material effect on our financial statements. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable. See Note 16 to our audited consolidated financial statements and Note 12 to our unaudited condensed consolidated financial statements included elsewhere in this prospectus for further detail.

91

MANAGEMENT

The following table sets forth certain information concerning our executive officers and directors. The respective age of each individual in the table below is as of January 9, 2017.

Name	Age	Position
Philip W. Knisely	62	Chairman
John P. Williamson	55	President and Chief Executive Officer, Director
James A. Mallak	61	Vice President and Chief Financial Officer
Kevin P. Fitzpatrick	52	Vice President, Global Human Resources
Daniel S. Kelly	56	Vice President, General Counsel and Secretary
Peter J. Lariviere	55	Vice President and President, Cable Solutions
Michael J. Schulte	49	Vice President and President, Mechanical Products & Solutions
William E. Waltz	52	Vice President and President, Conduit & Fittings
James G. Berges	69	Director
Jeri L. Isbell	59	Director
Scott H. Muse	59	Director
Nathan K. Sleeper	43	Director
William R. VanArsdale	65	Director
A. Mark Zeffiro	50	Director
Jonathan L. Zrebiec	36	Director

Philip W. Knisely became a director in, and has served as Chairman of our board of directors since, December 2010. Mr. Knisely has been an operating advisor to CD&R funds since 2010. In 2010, he retired from Danaher Corporation, a leading manufacturer of medical equipment and environmental and professional instrumentation, where he served for ten years as Executive Vice President and Corporate Officer. Prior to Danaher, Mr. Knisely co-founded Colfax Corporation, a designer, manufacturer, and distributor of fluid handling products, serving as President and Chief Executive Officer. Previously, Mr. Knisely was President and Chief Executive Officer of AMF Industries, a privately held diversified manufacturer, and spent ten years at Emerson Electric. He serves as a director of Beacon Roofing Supply, Inc. and previously served on the board of directors of Diversey Inc. and Roofing Supply Group, LLC. Mr. Knisely formerly served as the Chairman of the Darden Foundation at the University of Virginia, where he received his M.B.A. He was also a GM Fellowship Scholar at Kettering University (formerly known as General Motors Institute), where he earned a B.S. in Industrial Engineering. Mr. Knisely brings to our board his extensive management, operations and business experience, as well as his leadership, financial and core business skills, all of which qualify him to serve on our board of directors.

John P. Williamson has served as our President and Chief Executive Officer and as a director since June 2011. Prior to joining Atkore, Mr. Williamson spent six years with ITT Corporation, most recently as President of the Water & Wastewater Division, a global manufacturing company headquartered in Stockholm, Sweden. Prior to that, he was President of the Residential and Commercial Water Division and ITT Corporate Vice President and Director for Operational Excellence. Before joining ITT Corporation, Mr. Williamson was employed for more than 17 years within several operating divisions of Danaher Corporation. Until 2005, Mr. Williamson was the Senior Vice President of Global Operations for Fluke Corporation. Mr. Williamson also served as President of Jennings Technology Corporation. Additionally, he held leadership and management positions at Veeder-Root Company, Danaher Controls, Dynapar and Disc Instruments. Mr. Williamson began his career with Connector Technology, Inc. in 1981. Mr. Williamson is a member of the Board of Governors of the National Electrical Manufacturers Association. Mr. Williamson earned a B.A. in Business Administration from California State University, Fullerton and holds a Certificate in Strategic Marketing Management from Harvard Business School. Mr. Williamson’s intimate knowledge of our day-to-day operations as President and Chief Executive Officer and his significant prior experience in our industry qualify him to serve on our board of directors.

92

James A. Mallak has served as our Vice President and Chief Financial Officer since March 2012. From March 2008 to March 2012, Mr. Mallak served as Managing Director at Alvarez & Marsal, a global professional services firm. From 2004 to 2007, Mr. Mallak was the Chief Financial Officer at Tower Automotive Inc. Mr. Mallak also served as Executive Vice President and Chief Financial Officer for two operating segments of Textron, Inc., a global manufacturer for the aerospace and defense, automotive and transportation, as well as industrial manufacturing industries. Additionally, he held several financial positions with ITT Corporation. Mr. Mallak holds a B.A. in Accounting from Michigan State University and an M.B.A. from the Eli Broad College of Business at Michigan State University.

Kevin P. Fitzpatrick has served as our Vice President for Global Human Resources since January 2012. Prior to that, Mr. Fitzpatrick served as Vice President of Human Resources for A.M. Castle & Company, a global distributor of specialty metals and supply chain services for aerospace, oil and gas, heavy equipment and other industries, from 2009 to 2012. Mr. Fitzpatrick also served as Vice President, North American Human Resources and Administration for UPM Kymmene Corporation, a global forest products manufacturer, from 2001 to 2009. His past experience includes leadership roles in other manufacturing companies, where he was responsible for compensation and benefits, labor relations, talent acquisition and management, training, and employment matters. Mr. Fitzpatrick holds a B.A. from the University of Wisconsin, Whitewater, an M.B.A. from Northwestern University Kellogg School of Management and a J.D. from Marquette University Law School.

Daniel S. Kelly has served as our Vice President, General Counsel and Secretary since September 2013. Prior to joining Atkore, he spent 20 years working in strategic legal roles within ITT Corporation and its spinoff, Xylem, Inc., which manufactures equipment that transports, treats and tests water and wastewater. From 2011 to 2013, Mr. Kelly served as Deputy General Counsel and acting General Counsel of Xylem, Inc. From 2010 to 2011, he was Vice President and General Counsel at ITT Fluid and Motion Control, covering ITT’s commercial business worldwide and from 2008 to 2010 served as Vice President and General Counsel at ITT Defense Electronics & Services. Mr. Kelly also spent three years at ITT headquarters as Deputy General Counsel, Director Field Legal Support. Mr. Kelly earned a B.S. from Georgetown University and a J.D. from Loyola University of Chicago School of Law.

Peter J. Lariviere has served as our Vice President and President of Cable Solutions since September 2015, after joining Atkore as Chief Operating Officer of the AFC Cable business unit in September 2013, with responsibility for manufacturing, engineering, sourcing, distribution and logistics and serving as President, AFC Cable business unit from January 2015 until September 2015. Mr. Lariviere was previously President of Storage and Workplace Solutions, a division of Stanley Black and Decker, from 2010 until 2013. Prior to that, Mr. Lariviere was Chief Executive Officer at Lista International Corporation. Mr. Lariviere also held several positions at Amesbury Group Inc., including Senior Vice President-Window Hardware Division and Group Vice President. Mr. Lariviere holds a B.S. from the University of Massachusetts and an M.B.A. from New Hampshire College. He also is a graduate of the Executive Management Program at University of North Carolina, Kenan-Flagler Business School.

Michael J. Schulte has served as our Vice President and President of Mechanical Products & Solutions since September 2015, after joining Atkore as President, Metal Framing and Cable Management in May 2014. From 1990 until joining Atkore in 2014, Mr. Schulte spent the majority of his career in executive positions at various divisions of Danaher Corporation, including President-Gilbarco North America and President-Hennessy Industries. Mr. Schulte also worked at Danaher Motion Group, including Group Senior Vice President Global Sales & Marketing/President of Dover Motion. During his tenure there, Mr. Schulte also held positions of President-Linear Motion Systems, Europe President-Danaher Motion and VP/GM of Servo & Stepper Drives. Mr. Schulte started with Danaher in the Sensors and Controls division holding positions of Materials Manager, Plant Manager, Marketing Manager, and Vice President/General Manager. Before Danaher Corporation, Mr. Schulte worked at the Boston Consulting Group after beginning his career as District Sales and Service Manager at Oldsmobile Division, General Motors Corporation. Mr. Schulte holds a B.S. from Kettering University (formerly known as GMI Engineering & Management Institute) and an M.B.A. from Harvard Business School.

93

William E. Waltz has served as our Vice President and President of Conduit & Fittings since September 2015, after joining Atkore as President, Plastic Pipe and Conduit business unit in 2013. From 2009 until joining Atkore in 2013, Mr. Waltz was Chairman and Chief Executive Officer at Strategic Materials, Inc., North America’s largest glass recycling company. Prior to that, he spent 15 years in various divisions of Pentair plc, a water technologies and industrial products company, including leadership roles of President—Pentair Flow Technologies, Vice President and General Manager of Pentair Water Treatment Division, Vice President and General Manager for Aurora Pump, Vice President of Sourcing and International Operations; as well as Director of Pentair’s Commercial & Industrial business unit. Mr. Waltz began his career at General Electric Company. Mr. Waltz holds a B.S. from Pennsylvania State University, an M.S. in Computer Science from Villanova University, an M.B.A. from Northwestern University, Kellogg Graduate School of Management and is a graduate of General Electric’s Information Systems Management Program.

James G. Berges became a director in 2010. Mr. Berges has been an operating partner of CD&R since 2006. Mr. Berges was President of Emerson Electric Co. from 1999 and served as director of Emerson Electric Co. from 1997 until his retirement in 2005. Emerson Electric Co. is a global manufacturer of products, systems and services for industrial automation, process control, HVAC, electronics and communications, and appliances and tools. Mr. Berges currently serves as a director of PPG Industries, Inc. and NCI Building Systems, Inc. He previously served on the boards of directors of Diversey, Inc. and HD Supply Holdings, Inc. (serving as Chairman of the board for most of the time) and as Chairman of the boards of directors of Sally Beauty Holdings, Inc. and Hussman International, Inc. Mr. Berges holds a B.S. in Electrical Engineering from the University of Notre Dame. Mr. Berges’ former leadership role at a global manufacturer provides our board valuable insight into the numerous operational, financial and strategic issues we face. Further, Mr. Berges’ service on the boards of other public and private companies provides our board insight into the challenges currently faced by companies in a variety of markets.

Jeri L. Isbell became a director in 2015. Until December 2016, Ms. Isbell was the Vice President of Human Resources and Corporate Communications for Lexmark International, Inc., a manufacturer of imaging and output technology and provider of enterprise services, a position she has held since February 2003. Prior to that, Ms. Isbell held a number of leadership positions at Lexmark, including Vice President, Compensation and Employee Programs and Vice President, Finance and U.S. Controller. Prior to joining Lexmark in 1991, Ms. Isbell held various positions at IBM. Ms. Isbell is a director of SiteOne Landscape Supply, Inc. Ms. Isbell holds a B.B.A. in Accounting from Eastern Kentucky University and an M.B.A. from Xavier University. She is a certified public accountant. Ms. Isbell’s human resources and communications leadership positions provide our board with insight into key issues and market practices in these areas for public companies.

Scott H. Muse became a director in 2015. From 2002 until he retired in 2014, Mr. Muse served as President of Hubbell Lighting Inc., a leading manufacturer of lighting fixtures and controls and Group Vice President of Hubbell Inc., the parent company of Hubbell Lighting, an international manufacturer of electrical and electronic products for non-residential and residential construction, industrial and utility applications. Prior to that, Mr. Muse was President and Chief Executive Officer of Lighting Corporation of America from 2000 to 2002 and President of Progress Lighting from 1993 to 2000. Additionally, he held leadership and management positions at Thomas Industries, American Electric and Thomas & Betts. Mr. Muse began his career in the electrical manufacturing industry in 1979. Mr. Muse holds a B.S. in Business Administration from Georgia Southern University. Mr. Muse’s extensive knowledge and experience in business, leadership, sales, marketing and operations management provide our board with insight into the challenges and opportunities in the electrical manufacturing sector.

Nathan K. Sleeper became a director in 2010. Mr. Sleeper is a partner of CD&R and serves on CD&R’s Management and Investment Committees. Prior to joining CD&R in 2000, he worked in the investment banking division of Goldman, Sachs & Co. and at investment firm Tiger Management Corp. Mr. Sleeper is a director of Brand Energy & Infrastructure Services, Inc., CHC Group Ltd., NCI Building Systems, Inc. and Wilsonart International Holdings LLC. Mr. Sleeper previously served as a director of Beacon Roofing Supply, Inc., Culligan Ltd, HD Supply Holdings, Inc., Hertz Global Holdings, Hussman International, Inc., Roofing Supp

94

ly Group, LLC and U.S. Foods, Inc. Mr. Sleeper holds a B.A. from Williams College and an M.B.A. from Harvard Business School. Mr. Sleeper’s broad experience in the financial and investment communities brings to our board important insights into business strategy and areas to improve our financial performance.

William R. VanArsdale became a director in 2015. From 2004 until his retirement on August 1, 2015, Mr. VanArsdale served as Group President of Eaton Corporation plc, a diversified power management company, where he led the hydraulics, filtration and golf grip business units. From 2001 to 2004, Mr. VanArsdale was President of Electrical Components Operation at Eaton, where he was also Operations Vice President of Global Sales and Service from 1999 to 2001. Prior to that, he spent 12 years in various leadership roles at Rockwell Automation. Mr. VanArsdale holds a B.S. in Electrical Engineering from Villanova University. Mr. VanArsdale’s broad operations, sales and leadership experience in the manufacturing sector provide our board with insight into challenges and opportunities for the manufacturing sector.

A. Mark Zeffiro became a director in 2015. Mr. Zeffiro is President and Chief Executive Officer at Horizon Global Corporation, a designer, manufacturer and distributor of custom-engineered towing, trailering, cargo management products and accessories. In July 2015, Horizon Global was formed as a stand-alone, publicly traded company from a division of TriMas Corporation, where Mr. Zeffiro was Group President. Prior to that, Mr. Zeffiro spent seven years as the Chief Financial Officer at TriMas with responsibility for investor relations, financial planning, external reporting, business analysis, treasury, tax and corporate capital. Mr. Zeffiro also spent four years at Black and Decker Corporation as Vice President of Finance for Global Consumer Products Group and Vice President of Finance for the U.S. Consumer Products Group. Mr. Zeffiro began his career at General Electric Company, where he held roles of progressive responsibility during his 15-year tenure, culminating in the position of chief financial officer of the Americas and Global Imaging Equipment division within the GE Medical Systems Group. Mr. Zeffiro earned a B.S. in Quantitative Analytics from Bentley College. Mr. Zeffiro’s current and past leadership positions provide our board with insight into improving financial and operational performance at public companies.

Jonathan L. Zrebiec became a director in 2010. Mr. Zrebiec is a partner of CD&R, which he joined in 2004. Prior to joining CD&R, he was employed by Goldman, Sachs & Co. in the Investment Banking Division. He currently serves as a director of Brand Energy & Infrastructure Services, Inc., NCI Building Systems, Inc. and Wilsonart International Holdings LLC and previously served as a director of Hussman International, Inc. and Roofing Supply Group, LLC. Mr. Zrebiec holds a B.S. in Economics from the University of Pennsylvania and an M.B.A. from Columbia Business School. Mr. Zrebiec’s experience in the financial and investing community provides our board with insight into business strategy, improving financial performance, and the economic environment in which we operate.

Corporate Governance

Board Composition and Director Independence

Our board of directors is currently composed of nine directors. Our amended and restated certificate of incorporation provides for a classified board of directors, with members of each class serving staggered three-year terms as follows:

• Our Class I directors are Messrs. Knisely, Williamson and Zeffiro, and their terms will expire at the annual meeting of stockholders to be held in 2017.

• Our Class II directors are Messrs. Berges and Zrebiec and Ms. Isbell, and their terms will expire at the annual meeting of stockholders to be held in 2018.

• Our Class III directors are Messrs. Muse, Sleeper and VanArsdale, and their terms will expire at the annual meeting of stockholders to be held in 2019.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. See “Description of Capital Stock—Anti-Takeover Effects of our Certificate of Incorporation and By-Laws—Classified Board of Directors.”

95

In connection with our IPO, we and the CD&R Investor entered into a stockholders agreement, or the “stockholders agreement”, pursuant to which, among other matters, the CD&R Investor has the right to designate nominees for our board of directors, whom we refer to as the CD&R Designees, subject to the maintenance of specified ownership requirements. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

Our board of directors is led by our non-executive Chairman, Mr. Knisely, a CD&R Designee. The stockholders agreement provides that a CD&R Designee will serve as our Chairman of the board of directors as long as the CD&R Investor beneficially owns at least 25% of the outstanding shares of our common stock.

The number of members on our board of directors may be fixed by resolution adopted from time to time by the board of directors. Subject to our stockholders agreement, any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

We have four independent directors on our board. With respect to any vacancy of a CD&R Designee, the CD&R Investor has the right to designate a new director for election by a majority of the remaining directors then in office.

Our board of directors has determined that Messrs. Muse, VanArsdale and Zeffiro and Ms. Isbell are “independent” as defined under NYSE and the Exchange Act rules and regulations.

Controlled Company

After the completion of this offering, we anticipate that the CD&R Investor will continue to control a majority of the voting power of our outstanding common stock. The CD&R Investor will own approximately 52.0% of our common stock after the completion of this offering (or approximately 50.1% if the underwriters exercise in full their option to purchase additional shares from the selling stockholder). Accordingly, we expect to continue to qualify as a “controlled company” within the meaning of NYSE corporate governance standards. Under NYSE rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain NYSE corporate governance standards, including:

• the requirement that a majority of the board of directors consist of independent directors;

• the requirement that our nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and governance and compensation committees.

Following this offering, we intend to continue to utilize these exemptions. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of NYSE corporate governance rules and requirements. The “controlled company” exception does not modify audit committee independence requirements of Rule 10A-3 under the Exchange Act and NYSE rules. See “Risk Factors—Risks Related to Our Common Stock and This Offering—We expect to continue to be a “controlled company” within the meaning of NYSE rules and, as a result, we will qualify for, and currently intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements”

We expect that any increase in the offering size (if the underwriters exercise in full their option to purchase additional shares from the selling stockholder), or any future offering by the CD&R Investor, will cause us to cease to be a “controlled company” under NYSE rules. In this case, our board of directors will take all action necessary to comply with the applicable NYSE rules, including appointing a majority of independent directors to

96

our board of directors and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period. See “Risk Factors—Risks Related to Our Common Stock and This Offering—At such time as the CD&R Investor no longer controls a majority of the voting power of our outstanding common stock, we will no longer be a “controlled company” within the meaning of the NYSE rules. However, we may continue to rely on exemptions from certain corporate governance requirements during a one-year transition period.”

Board Committees

Our board of directors maintains an Audit Committee, a Compensation Committee and a Nominating and Governance Committee and an Executive Committee. Under the NYSE rules, we were required to have one independent director on our Audit Committee during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with our IPO. After such 90-day period and until one year from the date of effectiveness of our IPO registration statement, we are required to have a majority of independent directors on our Audit Committee. Thereafter, our Audit Committee is required to be composed entirely of independent directors. As a NYSE controlled company, we are not required to have independent Compensation or Nominating and Governance Committees. The following is a brief description of our committees.

Audit Committee

Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of our internal audit function and independent registered public accounting firm. Our Audit Committee is responsible for reviewing and assessing the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available without charge on the investor relations portion of our website.

The members of our Audit Committee are Mr. Zeffiro (Chairperson), Ms. Isbell and Mr. Muse. Our board of directors has designated each of Mr. Zeffiro and Ms. Isbell as an “audit committee financial expert,” and each of the three members has been determined to be “financially literate” under NYSE rules. Our board of directors has also determined that each of the three members is “independent” as defined under the NYSE rules and the Exchange Act and rules and regulations promulgated thereunder. Although we qualified for the “controlled company” exception in connection with our IPO, that did not modify the audit committee independence requirements of Rule 10A-3 under the Exchange Act or the NYSE rules. Pursuant to such rules, we were required to have a majority of independent directors on our Audit Committee starting 90 days after the date of effectiveness of the registration statement filed with the SEC in connection with our IPO, and until one year from such date. Thereafter, our Audit Committee is required to be comprised entirely of independent directors.

Compensation Committee

Our Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of our company and its subsidiaries (including the Chief Executive Officer, subject to final approval by our board of directors), establishing the general compensation policies of our company and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of our company and its subsidiaries. Our Compensation Committee is also responsible for periodically reviewing management development and succession plans. The charter of our Compensation Committee is available without charge on the investor relations portion of our website.

The members of our Compensation Committee are Ms. Isbell (Chairperson) and Messrs. Knisely and VanArsdale. In light of our status as a “controlled company” within the meaning of the corporate governance standards of NYSE following this offering, we are exempt from the requirement that our Compensation

97

Committee be composed entirely of independent directors under listing standards applicable to membership on the Compensation Committee, with a written charter addressing the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Compensation Committee. To the extent that one is required in the future, we intend to establish a sub-committee of our Compensation Committee for purposes of approving any compensation that we may wish to qualify as “performance-based compensation” under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, or the “Code.”

Nominating and Governance Committee

Our Nominating and Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates to the board of directors for election to our board of directors, reviewing the composition of the board of directors and its committees, developing and recommending to the board of directors corporate governance guidelines that are applicable to us, and overseeing board of directors evaluations. The charter of our Nominating and Governance Committee is available without charge on the investor relations portion of our website.

The members of our Nominating and Governance Committee are Messrs. Knisely (Chairperson), Williamson, Muse and VanArsdale. In light of our status as a “controlled company” within the meaning of the corporate governance standards of NYSE following this offering, we are exempt from the requirement that our Nominating and Governance Committee be composed entirely of independent directors, with a written charter addressing the committee’s purpose and responsibilities and the requirement that there be an annual performance evaluation of the Nominating and Governance Committee.

Executive Committee

The Executive Committee is responsible, among its other duties and responsibilities, for assisting the board of directors with its responsibility and, except as may be limited by law, our certificate of incorporation or by-laws, to act as specifically assigned by the board of directors between board meetings or when it is otherwise impracticable for the full board of directors to act. The members of our Executive Committee are Messrs. Knisely (Chairperson), Sleeper and Williamson.

Director Compensation

In fiscal 2016, certain of our directors received compensation for their services as directors.

Compensation Committee Interlocks and Insider Participation

During fiscal 2016, prior to our IPO, our Compensation Committee comprised Messrs. Sleeper (Chairperson) and Knisely. Messrs. Sleeper and Knisely are affiliates of CD&R. See “Certain Relationships and Related Party Transactions” for a discussion of agreements between us and the CD&R Affiliates. No member of our Compensation Committee was a former or current officer or employee of the Company or any of its subsidiaries in fiscal 2016. In addition, during fiscal 2016 none of our executive officers served as a director or as a member of the compensation committee of a company that had an executive officer serve as a director or as a member of our Compensation Committee.

Code of Business Conduct and Ethics and Financial Code of Ethics

We have a Code of Business Conduct and Ethics that applies to all of our officers, employees and directors and our board of directors has adopted a Financial Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, corporate officers with financial, accounting and reporting responsibilities, including the Corporate Controller, Treasurer and chief accounting officers, and any other person performing similar tasks or functions. The Financial Code of Ethics and the Code of Business Conduct and Ethics each address matters such as conflicts of interest, confidentiality, fair dealing and compliance with laws and regulations. The Financial Code of Ethics and the Code of Business Conduct and Ethics are available without charge on the investor relations portion of our website.

98

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

The Compensation Discussion and Analysis section discusses and analyzes the executive compensation program for our named executive officers for fiscal 2016. Our named executive officers for this fiscal year were: Mr. John Williamson, President and Chief Executive Officer, or “CEO;” Mr. James Mallak, Vice President and Chief Financial Officer; Mr. Michael Schulte, Vice President and President, Mechanical Products & Solutions; Mr. William Waltz, Vice President and President, Conduit & Fittings and Mr. Peter Lariviere, Vice President and President, Cable Solutions. We refer to these individuals below collectively as the “named executive officers,” or “NEOs.”

As noted above, the Compensation Discussion and Analysis section describes our historical executive compensation program for our NEOs as of the end of fiscal 2016. During fiscal 2016, Messrs. Schulte’s, Waltz’s and Lariviere’s titles changed to reflect the re-segmentation of our business units. See “Management” above. No changes in compensation are currently expected as a result of these title changes, other than in connection with the normal compensation review process discussed below.

In June 2016, we became a public company following our IPO. As a new public company, we have, for fiscal 2017, introduced changes to our annual and long-term incentive compensation programs and have implemented new compensation governance policies. These changes to annual and long-term incentive programs include: (i) capping all financial metrics at 250% of target achievement under our Annual Incentive Plan and (ii) adding a performance component to our long-term incentive awards. Our long-term incentive awards will now include performance share units, or “PSUs”, which will comprise 50% of each NEO’s annual grant and will be based on an absolute net income performance and relative total stockholder return performance over a three-year vesting period. We have also implemented governance policies that we believe are consistent with our status as a public company, including stock ownership guidelines (with the CEO having a five times base pay ownership level requirement), “clawback” provisions, “double trigger” change in control vesting provisions (i.e., requiring both a change in control of us and a qualifying termination of the NEO’s employment), insider trading policies and restrictions on the repricing of stock options.

Compensation Overview and Philosophy

The purpose of our compensation program is to motivate employees to create long-term stockholder value in exchange for meaningful financial rewards. The programs support the attraction, retention and motivation of talented employees who are committed to delivering the levels of quantitative and qualitative performance that we require, as discussed below.

This pay-for-performance model includes a total compensation package consisting of base salary and short- and long-term incentives. Total compensation for our NEOs is targeted to provide compensation at the market median if we achieve our financial and operating business plans. Our compensation program also allows for above or below median total compensation when justified by individual and Company results. We also provide benefits that are intended to be at substantially the same levels as the companies with which we compete for talent.

Five key principles guide the philosophy of our compensation programs for all of our employees, including our named executive officers:

• Performance based—A significant portion of compensation should be at risk and tied to corporate, business unit and individual performance. At risk compensation is only paid based on the achievement of specific pre-established performance goals. Annual incentive payouts are subject to further

99

adjustment based upon business unit and/or individual performance. We also view stock options, which only have value if our stock price rises, as inherently performance-based and at risk even when vesting is based solely on continued service.

• Attract and retain talent—The total compensation package is competitive with the general industry peer group and at a level appropriate to attract, retain and motivate highly qualified executives capable of leading us to greater performance. Base salary and annual incentives provide a competitive annual total cash compensation opportunity in the short term and equity incentives provide a competitive opportunity over the long term. All of these elements serve to support our desire to attract and retain executive talent and are reviewed for competitiveness annually. We have concluded that we can compete successfully for talent by targeting total compensation (i.e., base salary, annual incentives and long-term incentives) at market median levels, with the opportunity to earn more or less than median levels based on our performance.

• Aligned with stockholder interests—The interests of executives should align with the interests of our stockholders by using performance measures that correlate well with the creation of stockholder value. Our short-term and long-term incentive plans are both designed to use financial performance measures that correlate well with stockholder value.

• Balanced—Compensation plan designs promote a balance between annual and long-term business results. While we believe the creation of stockholder value long term is extremely important, we also believe that the achievement of our annual goals is the best way to contribute to our sustainable, long-term success.

• Supportive of our mission and values—Compensation supports our mission to be the customers’ first choice for Electrical Raceway and Mechanical Products & Solutions, by providing unmatched quality, delivery, and value based on sustainable excellence in strategy, people and processes. We inherently believe that we are most successful when we focus on living our values of accountability, teamwork, integrity, respect and excellence. We achieve this goal primarily by having annual incentives that can decrease or increase based on the subjective assessment of qualitative performance goals.

Compensation Strategy

Compensation is intended to reward employees to exert discretionary effort, apply appropriate risk analysis in decision making, and continuously improve the performance of the business. A substantial amount of executive compensation is variable and tied to the achievement of both annual and long-term incentive plan goals. To support our pay-for-performance philosophy, performance is evaluated as follows:

• Corporate Performance—Our Annual Incentive Plan, or the “AIP,” is designed to reward the achievement of annual numerical financial goals and qualitative goals. These goals are included in the annual operating plan prepared by management and approved by our board of directors. The annual design and performance metrics apply to all executives and most other employees who are eligible for annual bonuses.

• Business Unit Performance—The CEO reviews the performance of each business unit on the achievement of goals included in our annual operating plan consisting of both financial and qualitative measures. Based on this assessment, the CEO has been delegated the discretion by the Compensation Committee to adjust the annual incentive pool upward or downward to reflect the business unit’s performance. Generally, in the case of a business unit adjustment impacting an executive, including any of our named executive officers, the Compensation Committee will approve any such adjustment upon receiving a recommendation from the CEO (other than with respect to his own compensation).

• Individual Performance—Our performance review process applies to all salaried employees, including the CEO and our other named executive officers. An employee’s performance is evaluated against the expectations of his or her position and the annual operating plan. Individual performance

100

goals are established at the beginning of each fiscal year and individual performance goals are aligned with our annual operating plan. Performance under the plan is evaluated at least annually. For our named executive officers other than the CEO, the CEO will make a recommendation to the Compensation Committee for its approval due to his direct supervision of these individuals. For the CEO, these determinations are made by the Compensation Committee, subject to the final approval of our board of directors.

Total compensation is targeted at the median of comparable market data. As with our compensation philosophy generally, this strategy is intended to evolve with the business but consistently includes the following elements:

• definition of the market for executive compensation tied to survey data sources (which, as described below, has not historically been determined by reference to a peer group);

• determination of an appropriate pay mix for total direct compensation, consisting of defined levels of base salary, as well as short and/or long-term incentives;

• a direct link between incentives and business results;

• the requirement that an NEO acquire stock having a value that represents a meaningful commitment to him or her; and

• cost efficient group welfare benefits and retirement plans which are comparable to the plans of peers with which we compete for talent.

An annual performance management process is used to establish individual goals and objectives, including for our named executive officers. Managers are required to jointly develop these individual goals and objectives with employees to ensure understanding of and accountability for the desired business results.

Process for Setting Executive Compensation

The Compensation Committee is responsible for reviewing and approving the compensation of our named executive officers and other senior management (other than the CEO) as recommended by the CEO. The Chairman of the board of directors and the Compensation Committee evaluate the CEO’s performance and, based upon the results of this performance evaluation, make a recommendation to the full board of directors to determine the CEO’s compensation.

The Compensation Committee’s annual process considers our financial performance, as well as the relative performance of the executive officers throughout the fiscal year. The timing of these determinations is set in order to enable the Compensation Committee to examine and consider our financial performance, as well as the relative performance of the executive officers, during the previous fiscal year in establishing the upcoming fiscal year’s compensation and performance goals. Throughout this process, the Compensation Committee receives input from members of management. Prior to fiscal 2016, we did not use an executive compensation consultant but have engaged and utilized Frederic W. Cook & Co., Inc. to consult with our Compensation Committee on an ongoing basis starting in fiscal 2016.

The Role of Management

The CEO recommends to the Compensation Committee compensation packages for executives who report directly to him, including the named executive officers other than himself. The Vice President of Global Human Resources also provides input to the CEO and to the Compensation Committee on compensation for each of the executives other than himself. In fiscal 2016, prior to each Compensation Committee meeting, the CEO and the Vice President of Global Human Resources were primarily responsible for preparing the materials that management presented to the Compensation Committee.

101

Elements of Compensation

For fiscal 2016, the principal components of compensation for our named executive officers were the following, each as described in greater detail below:

• base salary;

• annual incentive compensation paid in the form of cash bonuses;

• long-term equity incentive compensation in the form of stock options; and

• other benefits (primarily our retirement savings plan and our group health and welfare plans).

Base Salary

Base salary represents the fixed portion of our named executive officers’ total compensation. Although the Compensation Committee believes that a substantial portion of each executive officer’s total compensation should be “at risk,” the Compensation Committee also recognizes the importance of setting base salaries at levels that will attract, retain and motivate top talent. In setting annual base salary levels, the Compensation Committee takes into account competitive considerations, individual performance, and time in position, internal pay equity, and the impact on our selling, general and administrative expenses. In fiscal 2016, decisions regarding executive salaries were determined primarily by a review of salary data for the 50^th percentile in the external market for similarly sized companies from a revenue perspective. In fiscal 2016, we utilized generalized survey data from the AON Hewitt TCM Executive Total Compensation survey, focusing on a data cut of companies with $1 billion to $2 billion in revenue as our primary benchmark data. This survey data included only blended data that did not identify specific companies.

Executives’ salaries vary based on a review of individual performance and the other above referenced criteria. During fiscal 2016, base salaries of the NEOs were increased following a review of the relevant salary data, such that as of the end of fiscal 2016, Mr. Williamson’s base salary of $750,000 was 92% of the market 50^th percentile and all other NEO base salaries as a group were measured at 98% of the market 50^th percentile. As of the end of fiscal 2016, base salaries for our active named executive officers were as follows: Mr. Williamson, $750,000; Mr. Mallak, $437,000; Mr. Schulte, $411,200; Mr. Waltz, $411,200 and Mr. Lariviere, $360,100.

Annual Incentive Plan Compensation

Following the IPO, we adopted the Atkore International Group Inc. Annual Incentive Plan, or the “AIP,” which is intended to retain and motivate our executive officers and certain other key employees by providing them with an opportunity to earn cash incentives based on our attainment of certain specified performance goals. The AIP is administered by our Compensation Committee, which will select those of our employees who will participate in the AIP for a specified performance period and will establish the applicable performance goals for such performance period no later than 90 days after the beginning of the performance period, or if earlier, the date on which 25% of the performance period has been completed. The maximum amount payable to any participant under the AIP during any given twelve-month performance period is $4 million, and this figure is proportionately increased or decreased for longer or shorter performance periods.

For our NEOs, our AIP as currently designed primarily rewards growth in Adjusted EBITDA and improvement in the number of working capital days (as defined below). Adjusted EBITDA was used in fiscal 2016 for AIP purposes and was defined for fiscal 2016 as net income (loss) before: depreciation and amortization, gain on extinguishment of debt, interest expense (net), income tax expense (benefit), restructuring and impairments, net periodic pension benefit cost, stock-based compensation, impact from anti-microbial coated sprinkler pipe, or “ABF,” product liability, consulting fees, legal settlements, transaction costs, other items, and the impact from our Fence and Sprinkler exit. Adjusted EBITDA is a non-GAAP measure which management believes is a helpful indicator of operating performance. Because it is not a measurement of performance under

102

GAAP, Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other performance measure derived in accordance with GAAP or as an alternative to net cash provided by operating activities as measures of liquidity.

“Working capital days” improvement is a measure intended to reflect the improvement, from one fiscal year to the next, of our short term financial health and efficiency. Working capital days, both on a corporate and business unit level, is defined as the sum of “Days Sales Outstanding” (i.e., accounts receivable) and “Days Inventory on Hand” (i.e., the number of days it takes to sell our average balance of inventory) minus “Days Sales Outstanding in Account Payables” (i.e., accounts payable).

In addition, each executive has a portion of his or her AIP compensation based on personal performance factors, including, by way of example, cost management, strategic initiatives and talent development. The personal performance factors of each NEO are individually set, and, based on these personal performance factors, an NEO’s calculated annual incentive payout can be modified down (including to zero, so that no bonus is earned) or up to as much as 200% of the bonus that could have been earned in the absence of the personal performance factors. For fiscal 2016, each NEO’s personal performance factors were measured against objectives including cost management, strategic initiatives and talent development. These metrics measure the success of the most important elements of our business strategy and require us to balance increases in revenue with financial discipline to produce strong margins and a high level of cash flow. For fiscal 2016, the financial metrics applicable to the named executive officers were weighted as follows:

Metric	CEO and Chief Financial Officer (%)		Business Unit Presidents (%)		Other Executive Officers (%)
Atkore Adjusted EBITDA		75		25		75
Atkore Working Capital Days		25		—		25
Business Unit Adjusted EBITDA		—		50		—
Business Unit Working Capital Days		—		25		—

For fiscal 2016, the actual financial numbers assigned to Adjusted EBITDA and change in working capital days were as follows ($ in millions):

Metric	Threshold			Target			Maximum(1)			Actual
Atkore Adjusted EBITDA	$	152.7		$	190.8		$	238.5		$	233.8
Atkore Working Capital Days		68.8			65.5			60.3			61.5
Business Unit Adjusted EBITDA:
Mechanical Products & Solutions	$	70.5		$	88.2		$	110.2		$	82.1
Conduit & Fittings	$	51.5		$	64.4		$	80.5		$	98.3
Cable Solutions	$	50.6		$	63.3		$	79.1		$	82.8
Business Unit Working Capital Days:
Mechanical Products & Solutions		62.2			59.2			54.5			50.4
Conduit & Fittings		74.3			70.8			65.1			68.9
Cable Solutions		69.6			66.2			60.9			59.6
Payout Percentage		50	%		100	%		200	%

(1) Maximum achievement for the financial metric listed are uncapped at the Atkore Corporate and Business Unit levels. Maximum payout percentage is shown at 200% to show the potential range of payouts, although there is no cap on AIP achievement based on financial metrics.

Beginning in fiscal 2017, maximum achievement for all the financial metrics utilized within the Atkore AIP will be capped at 250% of target achievement. All other design features of the AIP will remain unchanged from those in fiscal 2016.

103

For fiscal 2016, the personal performance factor component was weighted as follows:

	Minimum			Target			Maximum
Personal Performance Factor		0	%		100	%		200	%

For fiscal 2016, the Compensation Committee considered the following factors in determining the personal performance factor component for our named executive officers under the AIP: (i) input from the CEO; (ii) personal observation of performance; and (iii) the named executive officer’s achievement of individual objectives, which included cost management, strategic initiatives and talent development. For fiscal 2016, personal performance factors for the executive leadership team averaged 103%, with no member of the executive leadership team receiving greater than 5% above or below the target of 100%. As a result, for fiscal 2016, the qualitative evaluation of performance did not have a meaningful impact on any NEO’s annual bonus.

The table below shows the threshold, target and maximum bonus payments set for the named executive officers under the AIP for fiscal 2016, as well as the actual bonus payments that each of the named executive officers received.

Fiscal 2016 AIP Bonus Summary

The following tables summarize the calculation of the AIP bonuses earned by our NEOs for fiscal 2016:

Named Executive Officer	Target Bonus Opportunity as % of Base Salary		Atkore Adjusted EBITDA Achievement (%)(1)		Business Unit Adjusted EBITDA Achievement (%)(1)		Atkore Working Capital Days Achievement (%)(1)		Business Unit Working Capital Days Achievement (%)(1)		Bonus Payout % before Personal Performance Factor		Personal Performance Factor (%)		Final Bonus Earned as a % of Target
John P. Williamson		125		189.96		—		175.43		—		186.33		105.0		195.65
James A. Mallak		60		189.96		—		175.43		—		186.33		103.5		192.85
Michael J. Schulte		50		189.96		82.68		—		286.58		160.48		102.5		164.49
William E. Waltz		50		189.96		310.60		—		132.68		235.96		103.5		244.22
Peter J. Lariviere		50		189.96		223.08		—		225.15		215.32		104.3		224.47

Named Executive Officer	Target Bonus Opportunity as % of Base Salary		Actual ($)
John P. Williamson		125		1,834,194
James A. Mallak		60		505,659
Michael J. Schulte		50		338,190
William E. Waltz		50		502,115
Peter J. Lariviere		50		404,155

(1) The percentages equate to the actual achievement of the relevant financial metric shown in the table of financial metrics in the “—Annual Incentive Plan Compensation” section above. The financial metrics were extrapolated (in the case of Adjusted EBITDA) or interpolated (in the case of the other performance metrics) from the percentages that correspond to threshold, target or maximum achievement levels. For example, for all of our NEOs, the 189.96% listed for Adjusted EBITDA is based on the actual achievement of this metric of $233.8 million, which has been extrapolated from the 200% payout percentage that would have resulted from achievement of $238.5 million. The business units by which our NEOs’ performance was evaluated were: Mr. Schulte, Mechanical Products and Solutions, Mr. Waltz, Conduit & Fittings and Mr. Lariviere, Cable Solutions.

Long-Term Incentives

Prior to our IPO

On May 16, 2011, our board of directors adopted the Atkore International Group Inc. Stock Incentive Plan, or the “Stock Incentive Plan.” As of September 30, 2016, there were 447,987 shares of common stock

104

outstanding as a result of stock purchases under the Stock Incentive Plan and 6,663,974 shares underlying outstanding stock options issued under the Stock Incentive Plan.

Our board of directors uses stock options to align executives’ compensation to the return earned by stockholders, thereby incentivizing executives to increase stockholder value and to reflect the increase in our stock price. All options granted under the Stock Incentive Plan were granted with an exercise price equal to the fair market value of our shares on the date of grant. Options have an exercise price equal to $7.30 on the grant date for all options granted prior to May 7, 2014. All options granted on or after May 7, 2014 and prior to December 18, 2015 have an exercise price equal to $9.12 on the grant date. All options granted on or after December 18, 2015 and prior to February 9, 2016 have an exercise price equal to $7.30 on the grant date. All options granted under the Stock Incentive Plan vest ratably over five years unless earlier forfeited and have a term of ten years. During fiscal 2013, the Compensation Committee approved a grant strategy for the NEOs to provide new hire and one time grants to align management and stockholder interests over multiple years. The Compensation Committee has shifted back to an annual equity grant strategy following our IPO. The cost of stock options is based on the fair market value of our shares on the date of grant and is charged to selling, general and administrative expenses over the respective vesting periods.

Under the Stock Incentive Plan, an executive’s unvested stock options are canceled upon the termination of his or her employment, except for terminations due to death or disability. Upon death or disability, unvested stock options vest immediately and remain exercisable for the period specified below. In the case of a termination for “cause” (as defined in the Stock Incentive Plan), the executive’s unvested and vested stock options are canceled as of the effective date of the termination. Following a termination of employment other than for cause, vested options are canceled unless the executive exercises them within 90 days (180 days if the termination was due to death, disability or retirement) or, if sooner, prior to the options’ normal expiration date.

If we experience a “change in control” (as defined in the Stock Incentive Plan), the vesting of stock options will generally accelerate, and the options will be canceled in exchange for a cash payment equal to the change in control price per share minus the exercise price of the applicable option, unless our board of directors elects to allow alternative awards in lieu of acceleration and payment. Our board of directors also has the discretion to accelerate the vesting of options at any time and from time to time.

Following our IPO

In connection with our IPO, on May 26, 2016 our board of directors adopted the Atkore International Group Inc. 2016 Omnibus Incentive Plan, or the “Omnibus Incentive Plan,” which replaced the Stock Incentive Plan and pursuant to which we can make grants of incentive compensation to our non-employee directors, officers, employees and consultants. Awards previously granted under the Stock Incentive Plan are unaffected by the replacement of the Stock Incentive Plan with the Omnibus Incentive Plan. Under the Omnibus Incentive Plan we can make awards in the form of stock options, which may be either incentive stock options or non-qualified stock options; stock purchase rights; restricted stock; restricted stock units, or “RSUs”; performance shares, or “PSUs”; performance units; stock appreciation rights, or “SARs”; dividend equivalents; deferred share units; and other stock-based awards. Subject to adjustment as described below, a total of approximately 3.77 million shares of our common stock will be available for issuance under the Omnibus Incentive Plan. This figure represents approximately 6% of our outstanding common stock on a fully diluted basis as of May 27, 2016. As of September 30, 2016, a total of 57,125 shares were subject to outstanding awards under the Omnibus Incentive Plan. Shares issued under the Omnibus Incentive Plan may be authorized but unissued shares or shares reacquired by us. All of the shares under the Omnibus Incentive Plan may be granted as incentive stock options within the meaning of the Code. During any period that Section 162(m) of the Code is applicable to us, (1) the maximum number of stock options, SARs or other awards based solely on the increase in the value of common stock that a participant may receive in any calendar year is 1,027,500; (2) a participant may receive a maximum of 685,000 PSUs, shares of performance-based restricted stock and RSUs in any calendar year; and (3) the maximum dollar value that may be earned in connection with the grant of performance units during any calendar

105

year may not exceed $5 million. In addition, in any calendar year, the fair market value of shares subject to awards granted to any non-employee director, and the cash paid to any non-employee director, may not exceed $500,000 in the aggregate (excluding for this purpose any additional compensation payable to a non-executive chairman for services in that capacity).

The number or amount of shares of stock, other property or cash covered by outstanding awards, the number and type of shares of stock that have been authorized for issuance under the Omnibus Incentive Plan, the exercise or purchase price of each outstanding award, and the other terms and conditions of outstanding awards, are subject to adjustment by the board of directors or the Compensation Committee (the “Administrator”) in the event of any stock dividend, extraordinary dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, spin-off, liquidation or dissolution of the Company or other similar transaction affecting our common stock.

Prior to November 30, 2016, no equity awards had been made to any NEOs under the Omnibus Incentive Plan. On November 30, 2016, the Company made the following awards to the NEOs under the Omnibus Incentive Plan:

Name	Awards Under the Omnibus Incentive Plan
	Stock Options		RSUs		PSUs
John P. Williamson		69,287		28,555		52,422
James A. Mallak		14,140		5,828		10,699
William E. Waltz		14,564		6,002		11,019
Michael J. Schulte		14,564		6,002		11,019
Peter J. Lariviere		14,564		6,002		11,019

All options granted on November 30, 2016 were granted with an exercise price equal to the fair market value of our shares on the date of grant, vest ratably over three years unless earlier forfeited and have a term of ten years. Each RSU and PSU represents a right to receive a share of Company common stock in the future, if and when the RSU, or PSU, as applicable, vests. All RSUs granted vest ratably over three years unless earlier forfeited. All PSUs granted vest based on achievement of the following performance criteria, measured during a period of three fiscal years commencing on October 1, 2016: (i) 30% of each PSU award vests based on total stockholder return with respect to Company stock relative to the total stockholder return with respect to common stock of a group of companies specified in the applicable PSU award agreement, and (ii) 70% of each PSU award vests based on achievement of adjusted net income during the performance period.

Except as otherwise determined by the Administrator, upon a future “change in control” of the Company (as defined in the Omnibus Incentive Plan), unless prohibited by applicable law (including if such action would trigger adverse tax treatment under Section 409A of the Code), no accelerated vesting or cancellation of awards would occur if the awards are assumed and/or replaced in the change in control with substitute awards having the same or better terms and conditions (except that any substitute awards must fully vest on a participant’s involuntary termination of employment without “cause” or constructive termination of employment, in each case occurring within two years following the date of the change in control). To the extent that any awards are not assumed and/or replaced in this manner, then those awards would fully vest and be cancelled for the same per share payment made to the stockholders in the change in control (less, in the case of options and SARs, the applicable exercise or base price). The Administrator has the ability to prescribe different treatment of awards in the award agreements. A special rule applies to PSUs and other performance-based awards, which would be converted into time-vesting service awards upon a change in control at pro-rated levels based on target or actual performance, depending on when during the performance period the change in control occurs. All stock options, RSUs and PSUs granted to our NEOs on November 30, 2016 follow this treatment in the event of a “change in control.”

106

All stock options, RSUs and PSUs granted on November 30, 2016 that remain unvested at the time of the termination of NEO’s employment will be canceled upon the termination of employment, except in the event that the NEO’s employment is terminated due to the NEO’s retirement more than six months after the grant date, death or disability. Upon death or disability, unvested stock options and RSUs will vest immediately and the options will remain exercisable for the period specified below. If the NEO retires at normal retirement age (as determined by applicable Company retirement policy) more than six months after the date of grant, then so long as the NEO continues to comply with applicable restrictive covenants, his options and RSUs will remain outstanding and will continue to vest on the scheduled vesting date(s). If the NEO engages in “competitive activity” or is terminated for “cause” (as the terms are defined in the Omnibus Incentive Plan), the NEO’s unvested and vested stock options will be canceled as of the effective date of the termination. Following a termination of employment other than for cause, vested options are canceled unless the NEO exercises them within the earlier of: (i) 90 days in case of termination by the Company without cause, (ii) one year if the termination was due to death or disability, (iii) three years if the termination was due to retirement), (iv) 30 days in case the NEO terminates his employment for any reason, or (v) the time period prior to the options’ normal expiration date. Upon the NEO’s retirement at normal retirement age (as determined by applicable Company policy) more than six months after the date of grant, death or disability, the PSUs will vest at a pro-rated level based on target or actual performance, depending on when during the performance period the retirement death or disability, as applicable, occurs.

Under the Omnibus Incentive Plan, the Administrator has the right to require a NEO to forfeit and disgorge the profits of any award that vested, was paid or was settled within the twelve months prior to, or at any time after such NEO engages in “competitive activity” or is terminated for “cause” (as the terms are defined in the Omnibus Incentive Plan).

Equity Awards Procedure

The Compensation Committee generally intends to make equity grants at approximately the same time each year (during the first fiscal quarter) following our release of financial information; however, the Compensation Committee may choose to make equity awards outside an annual broad-based grant (i.e., for new hires, employee promotions, company acquisitions or for employee retention purposes). It is the Compensation Committee’s practice not to grant equity awards when the Company or its subsidiaries possess material non-public information, unless the Compensation Committee has considered the potential impact that public disclosure will have on the stock price, and the Compensation Committee has made an affirmative decision to go forward with the grant. Stock options may be granted only with an exercise price at or above the fair market value of our stock. None of our named executive officers received a grant of equity compensation during fiscal 2016.

Benefit Plans

Our benefit programs are established based upon an assessment of competitive market factors and a determination of what is needed to attract, retain and motivate high-caliber executives. Our primary benefits for our named executive officers include participation in our broad-based plans: tax-qualified defined contribution 401(k) retirement savings plan, health and dental plans and various insurance plans, including disability and life insurance. Specific to our 401(k) retirement savings plan, we match the contributions of each of our employees, including our named executive officers, at a rate of 50% of the first 6% of the employee’s contributions. Employees and named executive officers are immediately vested in both their individual contributions and company matching contributions. Our executive officers do not currently participate in or have a vested right to any defined benefit pension plans, supplemental executive retirement plans, or “SERP,” or other deferred compensation plans.

Perquisites

The perquisites that we provide to our named executive officers are not material and are not considered by our Compensation Committee in determining compensation levels of our named executive officers. These

107

include housing allowances, cell phone stipends, group term life insurance covered, relocation expenses, employee referral bonuses and spot awards (although no named executive officer received an employee referral bonus or a spot award in fiscal 2016). For a description of the perquisites paid to our named executive officers please see the Summary Compensation Table below.

Employment and Severance Agreements

AII has entered into employment agreements with or has extended offer letters to our named executive officers for recruitment and retention purposes. The specific terms of these agreements are described below under the heading “Employment Agreements” below.

Mr. Williamson’s employment agreement (to which the Company is also a party) includes a severance arrangement negotiated in connection with his decision to become our CEO. In addition, the Compensation Committee has entered into separate severance agreements with each of Messrs. Mallak, and Waltz. The details of these agreements are described under the heading “Severance Agreements” following the “— Potential Payments upon Termination or Change in Control” table. The Compensation Committee has adopted a company severance policy covering all exempt and non-exempt salaried employees, which is described below under the heading “— Severance Policy” following the “— Potential Payments upon Termination or Change in Control” table. The Compensation Committee views these employment and severance arrangements as necessary and desirable both for recruitment and retention purposes.

Tax Deductibility of Compensation and other Company Policies

Section 162(m) of the Code imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s chief executive officer and three other most highly compensated executive officers (other than the principal financial officer) employed as of the end of the year. This limitation does not apply to compensation that is paid only if the executive’s performance meets pre-established objective goals based on performance criteria approved by our stockholders. In addition, certain transition relief is provided to a public company during which this deduction limitation will not apply. We intend to utilize this transition relief, and thereby to preserve the deductibility of compensation that we pay to our named executive officers, to the maximum extent practicable. However, because we believe that the primary drivers for determining the amount and form of executive compensation must be the retention and motivation of superior executive talent, we will also consider awarding compensation that may not be fully deductible if we determine that the nondeductible compensation is nonetheless in the Company’s best interests and the best interests of its stockholders.

Analysis of Risk as Related to Compensation Philosophy & Practice

With oversight from the Compensation Committee, we review our executive compensation structure to determine whether our compensation policies and practices encourage our executive officers and employees to take unnecessary or excessive risks and whether these policies and practices properly mitigate risk. As described above, our compensation structure is designed to incentivize executives and employees to achieve our financial and strategic goals as well as individual performance goals that promote long-term stockholder returns. The compensation architecture balances this design with multiple elements intended to discourage excessive risk-taking by executives and employees to obtain short-term benefits that may be harmful to us and our stockholders in the long term. We believe that our compensation program is reasonable from a risk taking perspective and that it appropriately includes (i) a balance of performance measures, including profitability, growth metrics, strategic initiatives and qualitative factors, (ii) specific individual performance goals, (iii) reasonable and limited positive potential and (iv) a longer term orientation through the use of equity awards. Based on the foregoing, we believe that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business or results of operations.

108

Executive Compensation

The following table shows information regarding the total compensation paid to the named executive officers for each of our last three completed fiscal years. The compensation reflected for each individual was for their services provided in all capacities to us. Our fiscal 2016 ended on September 30, 2016.

Summary Compensation Table

Name and Principal Position	Year		Salary(1) ($)		Bonus ($)		Option Awards(2) ($)			Non-Equity Incentive Plan Compensation(3) ($)		All Other Compensation(4) ($)		Total ($)
John P. Williamson		2016		736,723		—		—			1,834,194		10,895		2,581,812
President and Chief		2015		646,154		—		—			1,583,204		9,595		2,238,953
Executive Officer		2014		586,538		—		1,327,500	(5)(6)		352,800		9,042		2,275,880
James A. Mallak		2016		447,346		—		—			505,659		12,701		965,706
Vice President and		2015		415,594		—		—			461,391		12,141		889,126
Chief Financial Officer		2014		400,111		—		566,800	(5)(6)		136,588		9,760		1,113,259
William E. Waltz		2016		420,984		—		—			502,115		10,466		933,565
President, Conduit		2015		363,992		—		—			223,041		10,414		597,447
and Fittings		2014		353,231		—		510,000	(5)(7)		150,000		15,843		1,029,074
Michael J. Schulte		2016		420,984		—		—			338,190		8,615		767,789
President, Mechanical		2015		386,539		—		—			220,431		9,638		616,608
Products & Solutions		2014		137,019		40,000		1,194,340			71,798		2,127		1,445,284
Peter J. Lariviere		2016		330,431		—		—			404,155		10,330		744,916
President, Cable Solutions		2015		269,553		—		—			206,936		8,768		485,257
		2014		219,363		—		510,000	(5)(7)		18,022		9,602		756,987

(1) Salary data for fiscal 2016 is reflective of 27 pay periods for Messrs. Williamson, Mallak, Schulte and Waltz versus customary 26 pay periods in a normal fiscal year.

(2) Amounts reflect the aggregate grant date fair value of stock options granted in the year computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these values are included in Note 12 to our consolidated financial statements included elsewhere in this prospectus.

(3) Amounts reflect annual cash incentive compensation earned under the AIP for the relevant fiscal year. For more information, see above for the section titled “— Compensation Discussion and Analysis” under the heading “— Annual Incentive Plan Compensation.”

(4) Amounts represent certain perquisites and retirement plan contributions as shown in the following table.

(5) During fiscal 2014, our board of directors modified the Stock Incentive Plan. The modification provides management with discretion to net settle stock option awards in cash. The modification triggered a change from equity accounting to liability accounting for all outstanding options regardless of the year of grant.

(6) Amounts represent the change in fair value of all options held as a result of the modification referred to in footnote 5 regardless of the year of grant, computed in accordance with FASB ASC Topic 718.

(7) Of this aggregate figure, $359,200 relates to a grant of options to each of Mr. Waltz and Mr. Lariviere, and the remaining $150,800 results from the change in the fair value of the options held by each of Mr. Waltz and Mr. Lariviere as a result of the modification referred to in footnote 5.

109

All Other Compensation

Name	Year		Perquisites(1) ($)		Retirement Plan Contributions(2) ($)		Total ($)
John P. Williamson		2016		3,114		7,781		10,895
		2015		1,645		7,950		9,595
		2014		1,092		7,950		9,042
James A. Mallak		2016		4,751		7,950		12,701
		2015		4,191		7,950		12,141
		2014		1,810		7,950		9,760
William E. Waltz		2016		2,639		7,827		10,466
		2015		2,464		7,950		10,414
		2014		6,693		9,150		15,843
Michael J. Schulte		2016		665		7,950		8,615
		2015		606		9,032		9,638
		2014		180		1,947		2,127
Peter J. Lariviere		2016		1,284		9,046		10,330
		2015		607		8,161		8,768
		2014		2,479		7,123		9,602

(1) Amounts listed include payments and benefits relating to cell phone stipends, group term life insurance coverage, relocation expenses and one employee referral bonus paid to Mr. Lariviere in 2014.

(2) Amounts reflect matching contributions made on behalf of each named executive officer to our tax-qualified 401(k) retirement savings plan.

Grants of Plan-Based Awards in Fiscal 2016

The following table summarizes cash-based awards that were granted to each of the named executive officers during fiscal 2016. No equity-based awards were granted to the named executive officers in fiscal 2016:

Name	Threshold ($)		Non-Equity Incentive Plan Awards(1) Target ($)		Maximum ($)
John P. Williamson		468,750		937,500		1,875,000
James A. Mallak		131,100		262,200		524,400
William E. Waltz		102,800		205,600		411,200
Michael J. Schulte		102,800		205,600		411,200
Peter J. Lariviere		90,025		180,050		360,100

(1) Amounts in these columns represent potential annual performance bonuses that the named executive officers could have earned under the AIP for fiscal 2016. The maximum amount shown is based solely on 200% of target payout. Because financial metrics utilized in the plan are uncapped and personal performance factors can increase an individual’s payout, the actual amount earned could be greater than the amounts shown.

110

Outstanding Equity Awards at 2016 Fiscal Year-End

The following table shows, for each of the named executive officers, all equity awards that were outstanding as of September 30, 2016.

Name	Option Grant Date		Number of Securities Underlying Unexercised Options Exercisable(#)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date
John P. Williamson		6/10/2011		548,000		—		7.30		6/10/2021
		12/7/2011		87,680		21,920		7.30		12/7/2021
		12/7/2012		287,700		191,800		7.30		12/7/2022
James A. Mallak		7/30/2012		98,640		24,660		7.30		7/30/2022
		12/7/2012		172,620		115,080		7.30		12/7/2022
William E. Waltz		2/24/2014		24,660		16,440		7.30		2/24/2024
		2/24/2014		82,200		54,800		7.30		2/24/2024
		5/22/2014		43,840		65,760		9.12		5/22/2024
Michael J. Schulte		5/12/2014		52,608		78,912		9.12		5/12/2024
		5/12/2014		93,160		139,740		9.12		5/12/2024
Peter J. Lariviere		10/21/2013		24,660		16,440		7.30		10/21/2023
		10/21/2013		82,200		54,800		7.30		10/21/2023
		5/22/2014		43,840		65,760		9.12		5/22/2024

(1) The Company’s stock options vest ratably over 5 years.

Option Exercises and Stock Vested in Fiscal 2016

No options were exercised by our NEOs and no stock vested in fiscal 2016.

Employment Agreements and Offer Letters

John P. Williamson. On May 23, 2011, the Company and AII entered into an employment agreement with Mr. Williamson in connection with his commencement of employment on June 1, 2011 as President and Chief Executive Officer of AII and the Company and a director of the Company. The agreement provides for an annual base salary of not less than $500,000 and eligibility for annual incentive bonuses, subject to meeting performance goals set annually by the Compensation Committee. The agreement also provided for a cash signing bonus of $1,000,000. Currently, Mr. Williamson has purchased 137,000 shares of common stock and has been granted 1,137,100 options.

James A. Mallak. On February 29, 2012, AII appointed Mr. Mallak as Chief Financial Officer and Principal Accounting Officer effective March 5, 2012. In connection with his appointment, Mr. Mallak and AII entered into an offer letter on February 17, 2012, which provides for an annual base salary of $375,000 and eligibility for annual incentive bonuses, subject to meeting performance goals set annually by the Compensation Committee. Mr. Mallak also received a cash signing bonus of $150,000. Currently, Mr. Mallak has purchased 41,100 shares of common stock and has been granted 411,000 options.

William E. Waltz. On July 6, 2013, AII entered into an offer letter with Mr. Waltz in connection with his appointment as President, PVC Atkore International. The offer letter provides for an annual base salary of $350,000 and eligibility for annual incentive bonuses, subject to meeting performance goals set annually by the Compensation Committee. Mr. Waltz also received a cash signing bonus of $100,000. Currently, Mr. Waltz has purchased 13,700 shares of common stock and has been granted 287,700 options.

111

Michael J. Schulte. On May 12, 2014, AII entered into an offer letter with Mr. Schulte in connection with his appointment as President, Unistrut International. The offer letter provides for an annual base salary of $375,000 and eligibility for annual incentive bonuses, subject to meeting performance goals set annually by the Compensation Committee. Mr. Schulte also received a cash signing bonus of $40,000. Currently, Mr. Schulte has purchased 43,840 shares of common stock and has been granted 364,420 options.

Peter J. Lariviere. On July 9, 2013, AII entered into an offer letter with Mr. Lariviere in connection with his appointment as Vice President and Chief Operating Officer of AFC Cable systems. The offer letter provides for an annual base salary of $235,000 and eligibility for annual incentive bonuses, subject to meeting performance goals set annually by the Compensation Committee. Mr. Lariviere also received a cash signing bonus of $200,000. Currently, Mr. Lariviere has purchased 13,700 shares of common stock and has been granted 287,700 options.

Pension Benefits and Non-Qualified Deferred Compensation

Our named executive officers do not currently participate in any tax-qualified or non-qualified defined benefit pension plans, and we do not currently sponsor any non-tax qualified deferred compensation plans. Our named executive officers do participate in our tax-qualified 401(k) retirement savings plan, under which we match the contributions of each of our employees, including our named executive officers, at a rate of 50% of the first 6% contributed by each employee. Employees and named executive officers are immediately vested in the matching contributions. Matching contribution amounts can be found in the “All Other Compensation” table under the heading “Retirement Plan Contributions.” We intend to adopt a non-qualified supplemental defined contribution plan to provide a supplemental matching contribution to those of our executives (including our named executive officers) who are limited in their ability to defer compensation under our qualified 401(k) retirement savings plan due to compensation limits under the Code.

112

Potential Payments upon Termination or Change in Control

The following table summarizes the severance benefits that would have been payable to each of the named executive officers upon termination of their employment or the occurrence of a change in control, assuming that the triggering event or events occurred on September 30, 2016. The specific benefits that would have been payable are further described in the footnotes and narrative discussion following the table.

Name / Form of Compensation	Change in Control ($)		With Cause ($)		Without Cause or With Good Reason ($)		Resignation ($)		Death or Disability ($)		Retirement ($)
John P. Williamson(1)
Severance		—		—		3,375,000		—		—		—
Benefit & Perquisite Continuation		—		—		32,533		—		18,522		—
Accelerated Vesting of Equity Awards(3)		13,008,424		—		—		—		2,444,957		—
James A. Mallak(1)
Severance		—		—		437,000		—		—		—
Benefit & Perquisite Continuation		—		—		22,848		—		—		—
Accelerated Vesting of Equity Awards(3)		4,701,840		—		—		—		1,598,625		—
William E. Waltz(1)
Severance		—		—		411,200		—		—		—
Benefit & Perquisite Continuation		—		—		31,242		—		—		—
Accelerated Vesting of Equity Awards(3)		3,091,816		—		—		—		1,447,597		—
Michael J. Schulte(2)
Severance		—		—		205,600		—		—		—
Benefit & Perquisite Continuation		—		—		32,176		—		—		—
Accelerated Vesting of Equity Awards(3)		3,503,123		—		—		—		2,100,835		—
Peter J. Lariviere(2)
Severance		—		—		180,050		—		—		—
Benefit & Perquisite Continuation		—		—		23,815		—		—		—
Accelerated Vesting of Equity Awards(3)		3,091,816		—		—		—		1,447,597		—

(1) Under the terms of his employment agreement, if Mr. Williamson is terminated without “cause” or for “good reason” (as defined in his employment agreement), he is eligible to receive 200% of his base salary and 200% of his target bonus, to be paid over 24 months, as well as continued health and welfare insurance benefits at active employee rates for 18 months post-termination. If Mr. Williamson is terminated due to death or disability, he or his beneficiaries are eligible for continued participation in our health and welfare benefit plans for 18 months post-termination.

Under the terms of their respective severance agreements, if either Messrs. Mallak or Waltz is terminated without “cause” or for “good reason” (as defined in their respective severance agreements), they are each eligible to receive a severance payment equal to their respective base salary, to be paid in 12 equal monthly installments on dates corresponding to our standard pay practices, and a pro-rated portion of their respective bonus, as well as continued participation in our health and welfare benefit plans until the earlier of the end of their respective 12-month severance pay period or the date such person becomes eligible for coverage under another employer health plan.

For all of the NEOs, the “Benefit & Perquisite Continuation” row includes the estimated cost of outplacement services that would be provided to the NEO ($14,000 in the case of Mr. Williamson, and $10,500 for the other NEOs).

(2) Under the Severance Policy (described below), as of the last day of fiscal 2016, Messrs. Schulte and Lariviere were eligible to receive 26 weeks of severance payments and 26 weeks of continuing health and welfare benefits coverage, as well as outplacement services.

113

(3) Under the Stock Incentive Plan, unvested stock options are cancelled upon termination of employment, except for termination due to death or disability. Upon a “change in control” (as defined in the Stock Incentive Plan) or upon a death or disability termination, the vesting of stock options will generally accelerate, and, in the case of a change in control, the options will be cancelled in exchange for a cash payment equal to the change in control price minus the exercise price of the applicable option, unless our board of directors elects to allow alternative awards in lieu of acceleration and payment. For more information, see “— Long Term Incentives” in the section “— Compensation Discussion and Analysis.” The amounts set forth in this row include, for each named executive officer, in the “change in control column”, the number of vested and unvested options held by the executive officer as of the end of fiscal 2016 multiplied by the fair market value of our common stock as of that date, which was $18.74; and in the “death or disability” column, the number of unvested options held by the executive officer as of the end of fiscal 2016 multiplied by the fair market value of our common stock as of that date.

Severance Agreements

We and AII are parties to a severance arrangement with Mr. Williamson as part of his employment agreement. If Mr. Williamson’s employment is terminated without “cause” or due to “good reason” (as each is defined in his employment agreement), then, subject to his execution of a general release of claims, he will be entitled to (i) receive a severance payment equal to 200% of his target bonus plus 200% of his then-current base salary, to be paid out in equal installments during the 24 months following the termination of his employment, and (ii) participate in our health and welfare insurance plans at active employee rates for 18 months post-termination. If his employment is terminated due to his death or disability, he, or his beneficiaries, will be entitled to participate in our health and welfare insurance plans at active employee rates during the 18 months following termination. Mr. Williamson is subject to noncompetition restrictions during the term of his employment and for a one-year period after his employment ends for any reason, and he is subject to non-solicitation restrictions during the term of his employment and for a two-year period after his employment ends for any reason.

AII has also entered into a severance agreement with each of Messrs. Mallak and Waltz. Each severance agreement provides for severance payments and benefits to the respective named executive officer if his employment is terminated by AII and its affiliates without “cause” or if any such named executive officer terminates his employment for “good reason” (as each is defined in their respective severance agreements), subject to their respective execution of a general release and waiver of claims. The severance payment and benefits under their respective severance agreements include (i) a cash severance payment in an amount equal to one times annual base salary in effect immediately prior to their respective termination, to be paid in equal installments on our standard payroll schedule; (ii) a pro-rated portion of any discretionary bonuses that each would have been eligible to receive had their respective employment continued through the end of the fiscal year in which their respective termination occurs (provided that all applicable performance measures for payment of such bonuses have actually been met); and (iii) health benefits coverage continued until the earlier of the end of their respective severance pay period or the date such named executive officer becomes eligible for coverage under another employer health plan. Additionally, Mr. Mallak and Mr. Waltz are subject to non-competition and non-solicitation restrictions for one year post-termination, as well as ongoing obligations of confidentiality and non-disparagement.

Severance Policy

On May 9, 2012, the Compensation Committee adopted a severance policy, or the “Severance Policy,” which applies to all U.S. exempt and non-exempt salaried employees and international employees to the extent permitted by applicable law. The Severance Policy does not apply to those employees covered by a collective bargaining agreement or an employment contract that supersedes the Severance Policy. The Severance Policy generally provides for severance payments and benefits to covered employees with at least six months of continuous service who are involuntary terminated due to (i) lack of work or reductions in workforce; (ii) facility

114

closure or sale, unless the employee is offered a reasonably comparable position, compensation and benefits by us or a successor company; (iii) the employee’s refusal to relocate to a job which is more than 50 miles away from the employee’s then current worksite; and (iv) any other reason determined to warrant severance payments and benefits. Covered employees who are terminated for poor performance despite their reasonable efforts are eligible to receive half of the severance payments and benefits described below. The Severance Policy does not apply to employees who are voluntarily terminated, temporarily laid-off, or who are terminated for “cause” (as defined in the Severance Policy). Prior to receiving any severance payments and benefits, the employee must execute a legal release and non-compete agreement. The severance payments and termination benefits available under the Severance Policy are based upon the employee’s compensation band level and length of service from the employee’s most recent date of hire. Depending on their compensation band level, separated employees are eligible to receive between one and two weeks of severance payments and benefits for each full year of service, subject to certain minimum and maximum severance periods for each compensation band level. Compensation band level is determined by the employee’s then-current job position. We will also pay the employer portion of the cost of continuation coverage under COBRA for the employee’s medical, prescription drug and dental benefits for a period equal to the applicable severance period or until the employee is eligible for alternative coverage, whichever occurs first. Additionally, we typically will provide outplacement services to separated employees. Messrs. Schulte and Lariviere are the only NEOs who participate in the Severance Policy.

Equity Compensation Plan Information

The following table contains information, as of January 17, 2017, about the amount of our common shares to be issued upon the exercise of outstanding options and RSUs granted under the Stock Incentive Plan and the Omnibus Incentive Plan.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)		Weighted Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column)
Equity compensation plans approved by shareholders		6,637,143	$	8.18		3,143,649
Equity compensation plans not approved by shareholders		—		—		—
Total		6,637,143	$	8.18		3,143,649

(1) The figures in this column reflect 6,204,402 stock options, 248,723 RSUs and 184,018 PSUs granted to officers and directors pursuant to the Stock Incentive Plan and Omnibus Incentive Plan.

Director Compensation

For so long as the consulting agreement with CD&R, as described in “Certain Relationships and Related Transactions—Consulting Agreements”, remains in effect, no director affiliated with CD&R is compensated by the Company for any services as a director. Subject to limitations set forth in the consulting agreement, the Company reimburses its directors for reasonable out-of-pocket expenses incurred by them for attending meetings of our board of directors and committees thereof. During fiscal 2015, we appointed an independent outside director and in fiscal 2016 we appointed three additional independent outside directors.

Our non-employee directors who are not affiliated with CD&R are paid an annual retainer fee of $75,000, which was paid at the beginning of their service on the board of directors (annual service on the board of directors runs on the Board Calendar year, which begins as of the date of the annual meeting of stockholders each

115

year) prior to our IPO, and has been paid quarterly on a prospective basis following our IPO. In addition, the chairperson of the Audit Committee receives an additional annual cash retainer of $20,000 and the chairperson of the Compensation Committee receives an additional annual cash retainer of $15,000. Prior to our IPO, each non-employee director was also awarded an initial stock grant in the form of Restricted Stock Units, or “RSUs” equivalent in value to $100,000.

Mr. Zeffiro’s service on the board of directors began in May of 2015 at which time he was paid $95,000, which included compensation for his service as the Audit Committee Chairperson, and granted a number of RSUs equal in value to $100,000. These payments fell within the Company’s 2015 fiscal year. Mr. Zeffiro did not receive any other compensation from the Company until June of 2016, when he was paid the equivalent of half of his annual retainer fee ($37,500) and one half of the Audit Chairperson fee ($10,000). He also received compensation at the end of August of 2016 equal to one quarter of his annual retainer fee ($18,750) and one quarter of his Audit Committee Chairperson fee ($5,000).

Ms. Isbell and Messrs. VanArsdale and Muse each received a $93,750 cash retainer for their service on our board of directors during fiscal 2016, which included an additional payment ($18,750) for their service from October 2015 through February 2016. In addition, Ms. Isbell received a cash retainer of $14,250 for her service as the chairperson of our Compensation Committee, which was pro-rated for the time that she served as the chairperson during fiscal 2016.

Beginning with the 2017 Board Calendar year, which will begin on the date of the 2017 Annual Meeting of Stockholders, we intend to change the compensation of our non-employee directors who are not affiliated with CD&R by replacing the one-time grant of RSUs with an annual equity award of RSUs with a value at the time of grant equal to $85,000. In addition, the chairperson of the Nominating and Governance Committee will receive an additional annual cash retainer of $10,000. RSUs will generally be subject to a one-year vesting schedule based on the director’s continued services to us.

The compensation paid to our non-employee directors quantified in the table below reflects payments and grants made by the Company during fiscal 2016.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(2)		Total ($)
A. Mark Zeffiro		71,250		—		—		—		—		71,250
Jeri L. Isbell		108,000		100,000		—		—		—		208,000
William VanArsdale		93,750		100,000		—		—		1,432		195,182
Scott H. Muse		93,750		100,000		—		—		397		194,147

(1) Ms. Isbell and Messrs. VanArsdale and Muse were each granted 7,612 RSUs at a per share value of $13.14. The RSUs were immediately vested upon grant. Mr. Zeffiro was not granted any stock awards during fiscal 2016.

(2) All other compensation includes payments made for travel expenses related to Messrs. VanArsdale and Muse’s service on our board of directors.

116

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information as of January 17, 2017 with respect to the ownership of our common stock by:

• each person known to own beneficially more than five percent of our common stock, including the selling stockholder;

• each of our directors;

• each of our named executive officers; and

• all of our current executive officers and directors as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Percentage computations are based on approximately 63,111,090 shares of our common stock outstanding as of January 17, 2017.

Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Unless otherwise set forth in the footnotes to the table, the address for each listed stockholder is c/o Atkore International Group Inc., 16100 South Lathrop Avenue, Harvey, Illinois 60426.

	Shares Beneficially Owned Before the Offering and After the Offering Assuming the Underwriters’ Option is Not Exercised(1)								Shares Beneficially Owned After the Offering Assuming the Underwriters’ Option is Exercised in Full
Name of Beneficial Owner	Number of Shares Owned		Percent of Class Before the Offering (%)		Shares Offered Hereby		Percent of Class After the Offering (%)		Number		Percent (%)
CD&R Allied Holdings, L.P.(2)		40,810,377		64.7		8,000,000		52.0		31,610,377		50.1
Philip W. Knisely(3)		—		—		—		—		—		—
John P. Williamson(4)		1,178,200		1.9		—		1.9		1,178,200		1.9
James A. Mallak(4)		394,560		*		—		*		394,560		*
William E. Waltz(4)		164,400		*		—		*		164,400		*
Michael J. Schulte(4)		189,608		*		—		*		189,608		*
Peter J. Lariviere (4)		164,400		*		—		*		164,400		*
James G. Berges(2)(3)		40,810,377		64.7		—		52.0		31,610,377		50.1
Jeri L. Isbell(5)		7,612		*		—		*		7,612		*
Scott H. Muse(5)		7,612		*		—		*		7,612		*
Nathan K. Sleeper(2)(3)		40,810,377		64.7		—		52.0		31,610,377		50.1
William VanArsdale(5)		7,612		*		—		*		7,612		*
A. Mark Zeffiro(5)		10,960		*		—		*		10,960		*
Jonathan L. Zrebiec(2)(3)		40,810,377		64.7		—		52.0		31,610,377		50.1
All current directors and executive officers as a group (15 persons)(2)(4)(5)		43,414,840		68.8		—		52.0		31,610,377		50.1

117

* Less than one percent.

(1) The selling stockholder has granted the Underwriters an option to purchase up to an additional 1,200,000 shares.

(2) CD&R Associates VIII, Ltd., or “CD&R Holdings GP,” as the general partner of CD&R Investor, CD&R Associates VIII, L.P., as the sole stockholder of CD&R Holdings GP, and CD&R Investment Associates VIII, Ltd., as the general partner of CD&R Associates VIII, L.P., may each be deemed to beneficially own the shares of the Company’s common stock. Each of CD&R Holdings GP, CD&R Associates VIII, L.P. and CD&R Investment Associates VIII, Ltd. expressly disclaims beneficial ownership of the shares of the Company’s common stock in which CD&R Investor has beneficial ownership. CD&R Investment Associates VIII, Ltd. is managed by a two-person board of directors. Donald J. Gogel and Kevin J. Conway, as the directors of CD&R Investment Associates VIII, Ltd., may be deemed to share beneficial ownership of the shares of the Company’s common stock in which CD&R Investor has beneficial ownership. Such persons expressly disclaim such beneficial ownership. Investment and voting decisions with respect to the shares of the Company’s common stock held by CD&R Investor are made by an investment committee of limited partners of CD&R Associates VIII, L.P., the “Investment Committee.” The CD&R investment professionals who have effective voting control of the Investment Committee are Michael G. Babiarz, Vindi Banga, James G. Berges, John C. Compton, Kevin J. Conway, Russell P. Fradin, Thomas C. Franco, Kenneth A. Giuriceo, Donald J. Gogel, Jillian Griffiths, Marco Herbst, Sarah Kim, John Krenicki, Jr., David A. Novak, Paul S. Pressler, Ravi Sachdev, Derek L. Strum, Christian Rochat, Richard J. Schnall, Stephen W. Shapiro, Nathan K. Sleeper, Sonja Terraneo, David H. Wasserman and Jonathan L. Zrebiec. Messrs. Berges, Sleeper and Zrebiec are directors of Atkore. All members of the Investment Committee expressly disclaim beneficial ownership of the shares shown as beneficially owned by CD&R Investor, Mr. Berges, Mr. Sleeper or Mr. Zrebiec. The address for each of CD&R Investor, CD&R Holdings GP, CD&R Associates VIII, L.P., and CD&R Investment Associates VIII, Ltd. is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, South Church Street, George Town, Grand Cayman, KY1-1104, Cayman Islands.

(3) Messrs. Knisely, Berges, Sleeper and Zrebiec are directors of Atkore. Messrs. Berges, Sleeper and Zrebiec are partners of CD&R and Mr. Knisely is an operating advisor to CD&R funds. They expressly disclaim beneficial ownership of the shares held by CD&R Investor. The address for Messrs. Knisely, Berges, Sleeper and Zrebiec is c/o Clayton, Dubilier & Rice, LLC, 375 Park Avenue, New York, New York 10152.

(4) Includes shares which the current executive officers have the right to acquire prior to March 18, 2017 through the exercise of stock options or vesting of RSUs: Mr. Williamson, 1,041,200, Mr. Mallak, 353,460, Mr. Waltz, 150,700, Mr. Schulte, 145,768, and Mr. Lariviere, 150,700. All current executive officers as a group have the right to acquire 2,280,228 shares prior to March 18, 2017 through the exercise of stock options or vesting of RSUs.

(5) Includes RSUs granted to the directors for board service that were immediately vested upon grant: Ms. Isbell, 7,612 RSUs, Mr. Muse, 7,612 RSUs, Mr. VanArsdale, 7,612 RSUs, and Mr. Zeffiro, 10,960 RSUs.

118

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Policies and Procedures for Related Person Transactions

Our board of directors has approved policies and procedures with respect to the review and approval of certain transactions between us and a “Related Person,” or a “Related Person Transaction,” which we refer to as our “Related Person Transaction Policy.” Pursuant to the terms of the Related Person Transaction Policy, our board of directors, acting through our Audit Committee, must review and decide whether to approve or ratify any Related Person Transaction. Any Related Person Transaction is required to be reported to our legal department, which will then determine whether it should be submitted to our Audit Committee for consideration. The Audit Committee must then review and decide whether to approve any Related Person Transaction.

For the purposes of the Related Person Transaction Policy, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect interest.

A “Related Person,” as defined in the Related Person Transaction Policy, means any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of Atkore or a nominee to become a director of Atkore; any person who is known to be the beneficial owner of more than five percent of our common stock; any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner; and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership interest of ten percent or more.

Stockholders Agreement

In connection with our IPO, we entered into a stockholders agreement with the CD&R Investor. The stockholders agreement grants the CD&R Investor the right to designate for nomination for election to our board of directors a number of CD&R Designees equal to:

• at least a majority of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 50% of the outstanding shares of our common stock;

• at least 40% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 40% but less than 50% of the outstanding shares of our common stock;

• at least 30% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 30% but less than 40% of the outstanding shares of our common stock;

• at least 20% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 20% but less than 30% of the outstanding shares of our common stock; and

• at least 5% of the total number of directors comprising our board of directors at such time as long as the CD&R Investor beneficially owns at least 5% but less than 20% of the outstanding shares of our common stock.

For purposes of calculating the number of CD&R Designees that the CD&R Investor is entitled to nominate pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis after taking into account any increase in the size of our board of directors.

119

With respect to any vacancy of a CD&R designated director, the CD&R Investor will have the right to designate a new director for election by a majority of the remaining directors then in office.

The stockholders agreement provides that a CD&R Designee will serve as the Chairman of our board of directors as long as the CD&R Investor beneficially owns at least 25% of the outstanding shares of our common stock.

The stockholders agreement also grants to the CD&R Investor certain other rights, including specified information and access rights.

Registration Rights Agreement

In connection with our IPO, we entered into a registration rights agreement with the CD&R Investor. The registration rights agreement grants to the CD&R Investor the right to cause us, at our expense, to use our reasonable best efforts to register shares held by the CD&R Investor for public resale, subject to specified limitations. If we register any of our common stock, the CD&R Investor and the other parties to the registration rights agreement also have the right to require us to use reasonable best efforts to include shares of our common stock held by them, subject to specified limitations, including as determined by the underwriters. The registration rights agreement provides for us to indemnify the CD&R Investor and its affiliates in connection with the registration of our common stock.

Investment Agreement

Prior to December 2010, we were operated as the TEMP business of Tyco. In December 2010, pursuant to the terms of the Investment Agreement by and among the CD&R Investor, the Tyco Seller, Tyco and AIH, (i) the CD&R Investor acquired shares of a newly created class of our cumulative convertible preferred stock that initially represented 51% of our outstanding capital stock (on an as-converted basis) and (ii) we issued shares of our common stock to the Tyco Seller that initially represented the remaining 49% of our outstanding capital stock. On April 9, 2014, we acquired all of the shares of our common stock held by the Tyco Seller for an aggregate cash purchase price of approximately $250.0 million.

Indemnification

Under the terms and subject to the conditions and restrictions in respect of indemnification claims set forth in the Investment Agreement, we agreed to indemnify the Tyco Seller, its affiliates and each of its and its affiliates’ representatives from and against any and all, or in the case of the third bullet below, 85% of, losses to the extent arising out of the following:

• the operations and liabilities of TEMP and Atkore before or after the closing of the Transactions (except to the extent that Atkore or the CD&R Investor is otherwise entitled to indemnification);

• certain pending, threatened and future litigation claims relating to the alleged incompatibility of our ABF II anti-microbial coated sprinkler pipe with chlorinated PVC pipes or fittings, or the “Special Products Claims,” where there is no claim that the Tyco Seller or its affiliates provided the applicable chlorinated PVC pipes or fittings or installation services, subject in the case of future Special Products Claims not existing as of the date of the Investment Agreement to a cap of $13 million in respect of cumulative Atkore losses, other than losses paid prior to the closing of the Transactions, arising out of all future Special Products Claims not existing as of the date of the Investment Agreement, or the “Special Products Deductible”;

• Special Products Claims, where there is a claim that the Tyco Seller or its affiliates provided the applicable chlorinated PVC pipes or fittings or installation services, subject, in respect of future Special Products Claims not existing as of the date of the Investment Agreement, to the Special Products Deductible;

120

• the failure by Atkore to comply with its covenants or agreements in the Investment Agreement to be performed in whole or in part following the closing of the Transactions; and

• post-closing taxes of Atkore.

Under the terms and subject to the conditions, restrictions and limitations in respect of indemnification claims set forth in the Investment Agreement, Tyco and the Tyco Seller agreed to indemnify us and each of our and our affiliates’ representatives from and against any and all, or in the case of the sixth bullet below, 15% of, losses to the extent arising out of the following:

• inaccuracies of or breaches by the Tyco Seller of its representations and warranties made in the Investment Agreement;

• the failure by the Tyco Seller to comply with its covenants or agreements in the Investment Agreement;

• the operations and liabilities of Tyco and its affiliates (other than in respect of TEMP) before or after the closing of the Transactions (except to the extent that the Tyco Seller is otherwise entitled to indemnification);

• any modification to the reorganization steps to be performed prior to the closing of the Transactions and set forth in the Investment Agreement and the schedules thereto;

• future Special Products Claims not existing as of the date of the Investment Agreement in excess of the Special Products Deductible;

• Special Products Claims, where there is a claim that Tyco Seller or its affiliates provided the applicable chlorinated PVC pipe or fittings or installation services; and

• pre-closing taxes of Atkore or its subsidiaries.

Since fiscal 2011, we have made total payments of approximately $6.7 million with respect to claims existing as of the date of the Investment Agreement which are not subject to the $13 million Special Products Deductible, all of which were made to third parties. Costs relating to claims not existing as of the date of the Investment Agreement are subject to the Special Products Deductible and we estimate that since fiscal 2011 we have made total payments of approximately $3 million with respect to such claims, all of which were also made to third parties. We and Tyco are in litigation over whether certain claims in Canada are properly Special Products Claims. Tyco seeks reimbursement of defense costs (approximately $1.7 million) and assumption of the ongoing defense as well as reimbursement for any liability exposure. As with other pending Special Products Claims, the amount claimed by plaintiffs in the underlying Canadian claims has not been specified. We dispute the indemnification claim, and would dispute the underlying claims if they are determined to be Special Products Claims, and do not believe the overall liability, if any, will be material.

Repurchase of Common Stock Held by Tyco and Conversion of Preferred Stock Held by CD&R Investor

On April 9, 2014, we acquired all of the shares of our common stock held by the Tyco Seller for an aggregate cash purchase price of approximately $250.0 million. As a result of the sale of the Tyco Seller’s ownership interest, Tyco and its subsidiaries are no longer considered related parties and are not reported as such for periods after April 9, 2014.

Also on April 9, 2014, the CD&R Investor converted shares of preferred stock held by it into shares of our common stock.

Consulting Agreements

In connection with the closing of the Transactions, we, AIH and AII entered into separate consulting agreements with CD&R and Tyco International Management Company, LLC, or the “Tyco Manager.” The consulting agreement with the Tyco Manager was terminated on April 9, 2014 as a result of our repurchasing all of our common stock held by the Tyco Seller. As discussed below, the consulting agreement with CD&R was terminated on June 15, 2016 in connection with our IPO.

121

Pursuant to the consulting agreement with CD&R, CD&R provided us with financial, investment banking, management, advisory and other services. The annual consulting fee payable to CD&R under the consulting agreement was $3.5 million, plus out-of-pocket expenses. We were also required to pay CD&R a fee equal to 1.0% of the transaction value of certain financing and acquisition or disposition transactions completed by us, plus out-of-pocket expenses, or such lesser amount as CD&R and we may agree.

Prior to April 9, 2014, we paid a $6.0 million annual consulting fee to CD&R and Tyco based on their pro rata ownership percentages. The fee paid to Tyco in fiscal 2014 was pro-rated through April 9, 2014. Subsequently, CD&R’s annual advisory fee was reduced to $3.5 million. We recorded aggregate consulting fees related to the consulting agreements of $3.5 million, $4.9 million and $6.0 million for fiscal 2015, 2014 and 2013, respectively.

In connection with our IPO in June 2016, we entered into a termination agreement with CD&R, pursuant to which the parties agreed to terminate the ongoing consulting fee described above. Pursuant to the termination agreement, we paid CD&R a termination fee of $12.8 million. Thereafter, the annual consulting fee terminated. No transaction fee was payable to CD&R under the consulting agreement as a result of the IPO.

Indemnification Agreements

In connection with the closing of the Transactions, we, AIH and AII entered into separate indemnification agreements, or the “Indemnification Agreements,” with (i) CD&R and the CD&R Investor, referred to collectively as the CD&R Affiliates and (ii) with Tyco, the Tyco Seller and the Tyco Manager, referred to collectively as the Tyco Affiliates. In addition, we entered into separate indemnification agreements with each of our directors.

Under the Indemnification Agreements, we, AIH and AII, subject to specified limitations, jointly and severally agreed to indemnify the CD&R Affiliates, the Tyco Affiliates and certain of their respective affiliates against specified liabilities arising out of performance of the consulting agreement and certain other claims and liabilities. Under the indemnification agreements with our directors, we, subject to specified limitations, jointly and severally agreed to indemnify the directors against certain liabilities arising out of their service as one of our directors.

Our indemnification obligations under the Indemnification Agreements are primary to any similar rights to which any indemnitee may be entitled under any other agreement or document.

In connection with our IPO, we entered into indemnification agreements with our directors. The indemnification agreements provide the directors with contractual rights to the indemnification and expense advancement rights. See “Description of Capital Stock—Limitations on Liability and Indemnification.”

Transactions with Other Related Parties

During fiscal 2014, affiliates of CD&R owned up to approximately 19% and 9% equity positions in two of our customers to which we sold an aggregate of $105.7 million of products in fiscal 2014. The CD&R affiliates began to sell down their equity positions in both of these customers during fiscal 2013 and completed their respective exits in fiscal 2015 and fiscal 2014. Management believes that sales to these customers were conducted on an arm’s-length basis at prices that an unrelated third party would pay.

In addition, during fiscal 2014, we sold an aggregate of and $10.1 million of products to Tyco and its affiliates. As a result of the sale of Tyco’s ownership interest in us on April 9, 2014, Tyco was no longer a related party after that date. See Note 3 to our audited consolidated financial statements included elsewhere in this prospectus.

122

DESCRIPTION OF CAPITAL STOCK

The following descriptions of our capital stock, amended and restated certificate of incorporation and amended and restated by-laws are intended as summaries only and are qualified in their entirety by reference to our amended and restated certificate of incorporation and amended and restated by-laws.

General

Our authorized capital stock will consist of 1,000,000,000 shares of common stock, par value $0.01 per share and 100,000,000 shares of preferred stock, par value $1.00 per share. As of January 17, 2017, there were 63,111,090 shares of our common stock issued and outstanding, not including 6,204,402 shares of our common stock issuable upon exercise of outstanding stock options, 248,723 shares of our common stock subject to outstanding RSUs and 184,018 shares of our common stock subject to outstanding PSUs.

Common Stock

Holders of common stock are entitled:

• to cast one vote for each share held of record on all matters submitted to a vote of the stockholders;

• to receive, on a pro rata basis, dividends and distributions, if any, that our board of directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any, then outstanding; and

• upon our liquidation, dissolution or winding up, to share equally and ratably in any assets remaining after the payment of all debt and other liabilities, subject to the prior rights, if any, of holders of any outstanding shares of preferred stock.

Our ability to pay dividends on our common stock is subject to our subsidiaries’ ability to pay dividends to us, which is in turn subject to the restrictions set forth in the New Credit Facilities. See “Dividend Policy.”

The holders of our common stock do not have any preemptive, cumulative voting, subscription, conversion, redemption or sinking fund rights. The common stock is not subject to future calls or assessments by us. The rights and privileges of holders of our common stock are subject to any series of preferred stock that we may issue in the future, as described below.

Our common stock is listed on the NYSE under the symbol “ATKR”.

As of January 17, 2017, we had 63,111,090 shares of common stock outstanding and 10 holders of record of common stock.

Preferred Stock

Under our amended and restated certificate of incorporation, our board of directors has the authority, without further action by our stockholders, to issue up to 100,000,000 shares of preferred stock in one or more series and to fix the powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. No shares of our authorized preferred stock are currently outstanding. Because the board of directors has the power to establish the preferences and rights of the shares of any additional series of preferred stock, it may afford holders of any preferred stock preferences, powers and rights, including voting and dividend rights, senior to the rights of holders of our common stock, which could adversely affect the holders of the common stock and could delay, discourage or prevent a takeover of us even if a change of control of our company would be beneficial to the interests of our stockholders.

123

Annual Stockholders Meeting

Our amended and restated by-laws provide that annual stockholder meetings will be held at a date, time and place, if any, as exclusively selected by our board of directors. To the extent permitted under applicable law, we may conduct meetings by remote communications, including by webcast.

Voting

The affirmative vote of a plurality of the shares of our common stock present, in person or by proxy, at the meeting and entitled to vote on the election of directors will decide the election of any directors, and the affirmative vote of a majority of the shares of our common stock present, in person or by proxy, at the meeting and entitled to vote at any annual or special meeting of stockholders will decide all other matters voted on by stockholders, unless the question is one upon which, by express provision of law, under our amended and restated certificate of incorporation, or under our amended and restated by-laws, a different vote is required, in which case such provision will control.

Anti-Takeover Effects of Our Certificate of Incorporation and By-Laws

The provisions of our amended and restated certificate of incorporation and amended and restated by-laws summarized below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that you might consider in your best interest, including an attempt that might result in your receipt of a premium over the market price for your shares. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which could result in an improvement of their terms.

Authorized but Unissued Shares of Common Stock. Under the DGCL, our board of directors has the authority to issue the remaining shares of our authorized and unissued common stock without additional stockholder approval, subject to compliance with applicable NYSE requirements. While the additional shares are not designed to deter or prevent a change of control, under some circumstances we could use the additional shares to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control by, for example, issuing those shares in private placements to purchasers who might side with our board of directors in opposing a hostile takeover bid.

Authorized but Unissued Shares of Preferred Stock. Under our amended and restated certificate of incorporation, our board of directors has the authority, without further action by our stockholders, to issue up to 100,000,000 shares of preferred stock in one or more series and to fix the powers, designations, preferences and the relative participating, optional or other special rights and qualifications, limitations and restrictions of each series, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, liquidation preferences and the number of shares constituting any series. The existence of authorized but unissued preferred stock could reduce our attractiveness as a target for an unsolicited takeover bid since we could, for example, issue shares of preferred stock to parties who might oppose such a takeover bid or shares that contain terms the potential acquiror may find unattractive. This may have the effect of delaying or preventing a change of control, may discourage bids for the common stock at a premium over the market price of the common stock, and may adversely affect the market price of, and the voting and other rights of the holders of, our common stock.

Classified Board of Directors. In accordance with the terms of our amended and restated certificate of incorporation, our board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Under our amended and restated certificate of incorporation, our board of directors consists of such number of directors as may be determined from time to time by resolution of the board of directors, but in no event may the number of directors be less than one. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Our amended and restated certificate of incorporation also provides that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by the affirmative vote of a majority of our directors

124

then in office, even if less than a quorum, or by a sole remaining director, subject to our stockholders agreement with respect to the director designation rights of the CD&R Investor. Any director elected to fill a vacancy will hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. Our classified board of directors could have the effect of delaying or discouraging an acquisition of us or a change in our management.

Removal of Directors. Our amended and restated certificate of incorporation provides that directors may be removed with or without cause at any time upon the affirmative vote of holders of at least a majority of the outstanding shares of common stock then entitled to vote at an election of directors until the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock. Thereafter, our amended and restated certificate of incorporation provides that directors may be removed only for cause upon the affirmative vote of holders of at least a majority of the outstanding shares of common stock then entitled to vote at an election of directors.

Special Meetings of Stockholders. Our amended and restated certificate of incorporation provides that a special meeting of stockholders may be called only by the Chairman of our board of directors or by a resolution adopted by a majority of our board of directors. Special meetings may also be called by our corporate secretary at the request of the holders of at least a majority of the outstanding shares of our common stock until the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock. Thereafter, stockholders will not be permitted to call a special meeting of stockholders.

Stockholder Advance Notice Procedure. Our amended and restated by-laws provide for an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of our stockholders. The amended and restated by-laws provide that any stockholder wishing to nominate persons for election as directors at, or bring other business before, an annual meeting must deliver to our corporate secretary a written notice of the stockholder’s intention to do so. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company. To be timely, the stockholder’s notice must be delivered to our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days before the first anniversary date of the annual meeting for the preceding year; provided, however, that in the event that the annual meeting is set for a date that is more than 30 days before or more than 70 days after the first anniversary date of the preceding year’s annual meeting, a stockholder’s notice must be delivered to our corporate secretary (x) not less than 90 days nor more than 120 days prior to the meeting or (y) no later than the close of business on the 10th day following the day on which a public announcement of the date of the meeting is first made by us.

No Stockholder Action by Written Consent. Our amended and restated certificate of incorporation provides that stockholder action may be taken only at an annual meeting or special meeting of stockholders, provided that stockholder action may be taken by written consent in lieu of a meeting until the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock.

Amendments to Certificate of Incorporation and By-Laws. Our amended and restated certificate of incorporation provides that our amended and restated certificate of incorporation may be amended by both the affirmative vote of a majority of our board of directors and the affirmative vote of the holders of a majority of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders; provided that, at any time when the CD&R Investor beneficially owns less than 40% of the outstanding shares of our common stock, specified provisions of our amended and restated certificate of incorporation may not be amended, altered or repealed unless the amendment is approved by the affirmative vote of the holders of at least 66 ²⁄₃% of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders, including the provisions governing:

• liability and indemnification of directors;

125

• corporate opportunities;

• elimination of stockholder action by written consent if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• prohibition on the rights of stockholders to call a special meeting if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock;

• removal of directors for cause if the CD&R Investor ceases to own at least 40% of our outstanding common stock;

• classified board of directors; and

• required approval of the holders of at least 66 ²⁄₃% of the outstanding shares of our common stock to amend our amended and restated by-laws and certain provisions of our amended and restated certificate of incorporation if the CD&R Investor ceases to beneficially own at least 40% of the outstanding shares of our common stock.

In addition, our amended and restated by-laws may be amended, altered or repealed, or new by-laws may be adopted, by the affirmative vote of a majority of the board of directors, or by the affirmative vote of the holders of (x) as long as the CD&R Investor beneficially owns at least 40% of the outstanding shares of our common stock, at least a majority, and (y) thereafter, at least 66 ²⁄₃%, of the outstanding shares of our common stock then entitled to vote at any annual or special meeting of stockholders.

These provisions make it more difficult for any person to remove or amend any provisions in our amended and restated certificate of incorporation and amended and restated by-laws that may have an anti-takeover effect.

Section 203 of the Delaware General Corporation Law. In our amended and restated certificate of incorporation, we have elected not to be governed by Section 203 of the DGCL, as permitted under and pursuant to subsection (b)(3) of Section 203, until the first date on which the CD&R Investor ceases to beneficially own (directly or indirectly) at least 5% of the outstanding shares of our common stock. Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation’s outstanding voting stock for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Accordingly, we are not subject to any anti-takeover effects of Section 203.

Limitations on Liability and Indemnification

Our amended and restated certificate of incorporation contains provisions permitted under DGCL relating to the liability of directors. These provisions eliminate a director’s personal liability 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 that 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.

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. 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 director’s fiduciary duty. These provisions do not alter a director’s liability under federal securities

laws. The inclusion of this provision in our amended and restated certificate of incorporation may discourage or

126

deter stockholders or management from bringing a lawsuit against directors for a breach of their fiduciary duties, even though such an action, if successful, might otherwise have benefited us and our stockholders. In addition, your investment may be adversely affected to the extent we pay costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Our amended and restated certificate of incorporation and our amended and restated by-laws require us to indemnify and advance expenses to our directors and officers to the fullest extent not prohibited by the DGCL and other applicable law, except in the case of a proceeding instituted by the director without the approval of our board of directors. Our amended and restated certificate of incorporation and our amended and restated by-laws provide that we are required to indemnify our directors and officers, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending, threatened or completed legal proceedings because of the director’s or officer’s positions with us or another entity that the director or officer serves at our request, subject to various conditions, and to advance funds to our directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must have been successful in the legal proceeding or have acted in good faith and in what was reasonably believed to be a lawful manner in our best interest and, with respect to any criminal proceeding, have had no reasonable cause to believe his or her conduct was unlawful.

In connection with our IPO, we entered into an indemnification agreement with each of our directors. The indemnification agreements provide our directors with contractual rights to the indemnification and expense advancement rights provided under our amended and restated by-laws, as well as contractual rights to additional indemnification as provided in the indemnification agreements. The indemnification agreements provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our amended and restated certificate of incorporation and amended and restated by-laws.

Corporate Opportunities

Our amended and restated certificate of incorporation provides that we, on our behalf and on behalf of our subsidiaries, renounce any interest or expectancy in, or in being offered an opportunity to participate in, corporate opportunities, that are from time to time presented to the CD&R Investor or any of its officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries (other than us and our subsidiaries), even if the opportunity is one that we or our subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so. Neither the CD&R Investor nor any of its officers, directors, employees, agents, stockholders, members, partners, affiliates or subsidiaries will generally be liable to us or any of our subsidiaries for breach of any fiduciary or other duty, as a director or otherwise, by reason of the fact that such person pursues or acquires such corporate opportunity, directs such corporate opportunity to another person or fails to present such corporate opportunity, or information regarding such corporate opportunity, to us or our subsidiaries unless, in the case of any such person who is a director or officer of Atkore, such corporate opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of Atkore. Stockholders will be deemed to have notice of and consented to this provision of our amended and restated certificate of incorporation.

Choice of Forum

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

127

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. By becoming a stockholder in our company, you will be deemed to have notice of and have consented to the provisions of our amended and restated certificate of incorporation related to choice of forum.

Market Listing

Our common stock is listed on the NYSE under the symbol “ATKR”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

128

SHARES AVAILABLE FOR FUTURE SALE

Our common stock is listed on the NYSE under the symbol “ATKR”. Sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices of our common stock. Some shares of our common stock will not be available for sale for a certain period of time after this offering because they are subject to contractual and legal restrictions on resale, some of which are described below. Sales of substantial amounts of common stock in the public market after these restrictions lapse, or the perception that these sales could occur, could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Sales of Restricted Securities

As of January 17, 2017, we had 63,111,090 shares of common stock outstanding. Of these shares, all of the 21,200,000 shares sold in our IPO and in the secondary offering in December 2016 are, and the 8,000,000 shares to be sold in this offering will be, immediately tradable without restriction under the Securities Act except for any shares held by “affiliates,” as that term is defined in Rule 144. In June 2016, we filed a registration statement on Form S-8 under the Securities Act to register the shares of common stock to be issued under our equity compensation plans and, as a result, all shares of common stock acquired upon exercise of stock options granted under our plans are also freely tradable under the Securities Act, subject to the terms of the lock-up agreements, unless purchased by our affiliates. As of January 17, 2017, there were stock options outstanding to purchase a total of 6,204,402 shares of our common stock. Additionally, 248,723 shares of our common stock are issuable pursuant to RSUs and 184,018 shares of our common stock are issuable pursuant to PSUs. As of January 17, 2017, 3,143,649 shares of our common stock were reserved for future issuance under our Omnibus Incentive Plan, of which 626,882 were subject to outstanding awards.

The remaining 33,911,090 shares of our common stock outstanding as of January 17, 2017 are “restricted securities” within the meaning of Rule 144. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration under Rule 144 or Rule 701, which are summarized below. Subject to the lock-up agreements described below, shares held by our affiliates that are not restricted securities or that have been owned for more than one year may be sold subject to compliance with Rule 144 without regard to the prescribed one-year holding period under Rule 144.

Lock-up Agreements

Our directors and executive officers, and stockholders currently representing substantially all of the outstanding shares of our common stock, including the selling stockholder, will sign lock-up agreements, under which they will agree not to sell, transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock without the prior written consent of any two of the Lock-up Release Parties for a period of                  days after the date of this prospectus. These agreements are described below under “Underwriting.”

Registration Rights Agreement

The CD&R Investor and its permitted transferees have the right to require us to register shares of common stock for resale in some circumstances. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

Rule 144

In general, under Rule 144, as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to be or have been one of our affiliates for purposes of the Securities Act at any time during 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including

129

the holding period of any prior owner other than an affiliate, is entitled to sell such shares without registration, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of a prior owner other than an affiliate, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates, who have met the six-month holding period for beneficial ownership of “restricted shares” of our common stock, are entitled to sell within any three-month period, a number of shares that does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately 630,936 shares immediately after this offering; and

• the average reported weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the date of filing a Notice of Proposed Sale of Securities Pursuant to Rule 144 with respect to the sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us. The sale of these shares, or the perception that sales will be made, could adversely affect the price of our common stock after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.

Rule 701

Any of our employees, officers or directors who acquired shares under a written compensatory plan or contract may be entitled to sell them in reliance on Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 without complying with the holding period, public information, volume limitation or notice provisions of Rule 144.

130

DESCRIPTION OF CERTAIN INDEBTEDNESS

Refinancing Transaction

On December 22, 2016, AII completed the previously-announced refinancing of the Prior First Lien Term Loan Facility and the Prior Second Lien Term Loan Facility with the New Term Loan Facility. On the same date, AII also amended the Prior ABL Credit Facility to, among other things, (i) extend the maturity to December 2021 and (ii) decrease the interest rate margins applicable to loans under the Prior ABL Credit Facility. AII used the borrowings under the New Term Loan Facility, together with approximately $155.0 million of available cash to prepay in full (i) all loans outstanding under the Prior First Lien Term Loan Facility and (ii) all loans outstanding under the Prior Second Lien Term Loan Facility, and to pay related fees and expenses, including accrued and unpaid interest in respect of the Prior First Lien Term Loan Facility and the Prior Second Lien Term Loan Facility.

Amended ABL Credit Facility

AII is the parent borrower under the credit agreement, dated December 22, 2010, as amended prior to and on December 22, 2016, among AII, UBS AG, Stamford Branch, as administrative agent and collateral agent, Deutsche Bank AG New York Branch, as co-collateral agent, and the other financial institutions and lenders from time to time party thereto (the “Amended ABL Credit Agreement”) providing for the Amended ABL Credit Facility in an amount of up to $325.0 million, subject to borrowing base availability, and includes letter of credit and swingline sub-facilities. At the option of AII, one or more wholly-owned U.S. restricted subsidiaries of AII may act as a co-borrower under the Amended ABL Credit Facility.

Amounts are available under the Amended ABL Credit Facility in U.S. dollars and Canadian dollars, with other permitted currencies to be agreed upon as necessary. In addition, subject to certain terms and conditions, AII is entitled to request additional asset-based revolving credit commitments under the Amended ABL Credit Facility (including a first-in, last-out tranche) or asset-based term loans under a new term loan facility to be included in the Amended ABL Credit Facility, which shares in the borrowing base, in an aggregate amount of up to $75 million.

The final maturity of the Amended ABL Credit Facility is December 22, 2021. In addition, however, the Amended ABL Credit Agreement provides the right for individual lenders to extend the maturity date of their commitments and loans upon the request of AII and without the consent of any other lender.

The “borrowing base” is defined in the Amended ABL Credit Agreement as, at any time, the sum of (i) 85% of the eligible accounts receivable of each borrower and each guarantor; plus (ii) the lesser of (x) 80% of eligible inventory of each borrower and each guarantor (other than the parent guarantor) valued at the lower of cost (on the first-in-first-out basis) and fair market value and (y) 85% of the net orderly liquidation value of such eligible inventory; minus (iii) such availability reserves as the administrative agent, in its permitted discretion, deems appropriate at such time; minus (iv) the outstanding principal amount of any asset-based term loans under the Amended ABL Credit Facility described above.

Interest Rates and Fees

The revolving credit loans under the Amended ABL Credit Agreement, at the option of AII, bear interest at the following rates:

• in the case of the U.S. dollar-denominated loans, a rate equal to (i) the rate for deposits in U.S. dollars in the London interbank market (adjusted for maximum reserves) for the applicable interest period, or “LIBOR rate,” plus an applicable margin ranging from 1.25% to 1.75%, based on available loan commitments, or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) the one-month LIBOR rate (adjusted for maximum reserves) plus 1.00% per annum, plus, in each case, an applicable margin ranging from 0.25% to 0.75%, based on available loan commitments;

131

• in the case of Canadian dollar-denominated loans, the “BA rate,” defined as (i) (A) for any lender that is a “Schedule I” bank the average annual yield rate for Canadian dollar bankers’ acceptances with a duration equal to the applicable interest period that is shown on the “CDOR” page from time to time and (B) for any lender that is not a Schedule I bank, the BA rate for Schedule I banks, plus 0.10% per annum, plus an applicable margin ranging from 1.25% to 1.75% per annum, based on available loan commitments or (ii) the Canadian prime rate that is the higher of (x) the corporate base rate of interest established from time to time by such Schedule I bank selected by the administrative agent for the Amended ABL Credit Facility as its “prime” reference rate and (y) the annual rate of interest equal to the sum of the one-month BA rate in effect on such day, plus 0.75% per annum, plus an applicable margin ranging from 0.25% to 0.75% per annum.

“Available loan commitments” is defined in the Amended ABL Credit Agreement as the remainder of (a) the lesser of (x) the then applicable borrowing base and (y) the then effective commitments under the Amended ABL Credit Facility over (b) the sum of (i) all revolving credit loans (including swingline loans) and (ii) all amounts outstanding under letters of credit at such time.

The Amended ABL Credit Facility bears a commitment fee, payable quarterly in arrears, of 0.25% per annum if the utilization of the Amended ABL Credit Facility is greater than 50% or 0.375% per annum if such utilization is equal to or less than 50%. The Amended ABL Credit Facility also bears customary letter of credit fees.

Prepayments

If, at any time, the aggregate amount of outstanding revolving credit loans (including letters of credit outstanding) exceeds (a) the lesser of (x) the then applicable borrowing base and (y) the then effective commitments under the Amended ABL Credit Facility, prepayments of the revolving credit loans (and/or the cash collateralization of letters of credit) will be required in an amount equal to such excess, without commitment reduction and without penalty, but subject to customary breakage costs in the case of LIBOR and BA rate loans.

After the occurrence and during the continuance of a Dominion Event (which is defined in the Amended ABL Credit Agreement as (a) the period from the date specified availability (as defined below) shall have been less than the greater of (A) $22.0 million and (B) 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then effective commitments under the Amended ABL Credit Facility to the date specified availability shall have been in excess of such threshold for 30 consecutive calendar days, or (b) upon the occurrence of one or more events of default, the period that such events of default shall be continuing), all amounts deposited in the core concentration account controlled by the administrative agent will be applied on a daily basis to the outstanding loan balances under the Amended ABL Credit Facility and certain other secured obligations then due and owing.

At the option of the borrower the unutilized portion of the commitments under the Amended ABL Credit Facility may be permanently reduced and the revolving credit loans under the Amended ABL Credit Facility may be voluntarily prepaid, in each case subject to requirements as to minimum amounts and multiples, at any time in whole or in part without premium or penalty, except that any prepayment of LIBOR and BA rate revolving credit loans other than the last day of the applicable interest period will be subject to customary breakage costs.

“Specified availability” is defined in the Amended ABL Credit Agreement as the sum of (i) the aggregate available loan commitments (as defined above) of all lenders, plus (ii) any cash or cash equivalents against which the lenders have a security interest, plus (iii) the amount by which the borrowing base exceeds the aggregate amount of the commitments.

132

Guarantee; Security

All obligations under the Amended ABL Credit Facility are guaranteed by Atkore International Holdings Inc. (“AIH”), Atkore International Group Inc.’s direct wholly-owned subsidiary, and each direct and indirect wholly-owned material U.S. restricted subsidiary of AII, other than the subsidiary borrowers and certain excluded subsidiaries.

All obligations of each borrower and each guarantor are secured by the following:

• A perfected security interest in all present and after-acquired accounts receivable, inventory and other current assets and all proceeds thereof, including cash, cash equivalents, deposit accounts, securities accounts, investment accounts, instruments, chattel paper, general intangibles (excluding, for the avoidance of doubt, trademarks, trade names and other intellectual property), letters of credit, insurance proceeds and investment property in each case arising from any such accounts receivable, inventory and other current assets and all books and records and related data processing software relating to, or arising from, any of the foregoing, subject to customary exceptions, which security interest is senior to the security interest in the foregoing assets securing the New Term Loan Facility (the “ABL Priority Collateral”); and

• a perfected security interest in substantially all other tangible and intangible assets of each borrower and each guarantor, including the capital stock of AII and the capital stock of each U.S. subsidiary of each borrower and each guarantor, and 65% of the capital stock of any non-U.S. subsidiary held directly by any borrower or any guarantor, subject to customary exceptions, which security interest is junior to the security interest in the foregoing assets securing the New Term Loan Facility (the “Term Loan Priority Collateral”).

The Amended ABL Credit Facility does not generally require the security interest in deposit accounts owned by AII and its subsidiaries to be perfected, except for certain “concentration” accounts into which cash is swept on a regular basis.

The respective rights of the Amended ABL Credit Facility lenders and the New Term Loan Facility lenders in the ABL Priority Collateral and the Term Loan Priority Collateral are governed by an intercreditor agreement previously entered into by the collateral agent for the Amended ABL Credit Facility and the collateral agents for the New Term Loan Facility.

Covenants, Representations and Warranties

The Amended ABL Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants are limited to the following: limitations on indebtedness, dividends and distributions, investments, acquisitions, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business, changes in charter documents and hedging transactions. The negative covenants are subject to the customary exceptions and also permit the payment of dividends and distributions, investments, permitted acquisitions and payments or redemptions of subordinated indebtedness upon satisfaction of a “payment condition.” The payment condition is deemed satisfied upon specified availability and 30-day specified availability exceeding agreed upon thresholds of (i) 15.0% for dividends and distributions, (ii) 12.5% for investments and permitted acquisitions, (iii) 12.5% for redemptions of subordinated indebtedness, (iv) 12.5% for any merger or consolidation and (v) 10.0% for any asset sale and, in certain cases, the absence of a default or event of default and pro forma compliance with a fixed charge coverage ratio of 1.0 to 1.0.

There are no financial covenants included in the Amended ABL Credit Agreement, other than a springing minimum fixed charge coverage ratio of at least 1.0 to 1.0, which will be tested only when specified availability (as defined above) is less than the greater of (A) $22.0 million and (B) 10.0% of the lesser of (x) the then applicable borrowing base and (y) the then effective commitments under the Amended ABL Credit Facility, and continuing until such time as available loan commitments have been in excess of such threshold for a period of 30 consecutive days.

133

Events of Default

Events of default under the Amended ABL Credit Agreement are limited to nonpayment of principal when due, nonpayment of interest, fees or other amounts, inaccuracy of representations or warranties in any material respect, violation of other covenants, cross-default to other material debt, certain bankruptcy or insolvency events, certain Employee Retirement Income Security Act of 1974 (“ERISA”) events, certain material judgments, actual or asserted invalidity of material guarantees or security interests in excess of $10 million, subject to a grace period, actual or asserted invalidity of any loan document (other than the Amended ABL Credit Agreement or any of the material guaranty or security interests), and a change of control.

New Term Loan Facility

AII is the borrower under the first lien term loan facility, dated April 9, 2014, as amended and restated on December 22, 2016, among AII, the lenders from time to time party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (the “New First Lien Credit Agreement”) providing for the New Term Loan Facility in an original principal amount of $500.0 million. The New Term Loan Facility matures on December 22, 2023 and amortizes at a rate of 1.00% per annum. In addition, the New Credit Agreement provides the right for individual lenders to extend the maturity date of their loans upon AII’s request and without the consent of any other lender.

Subject to certain conditions and without the consent of the then existing lenders (but subject to the receipt of commitments), the New Term Loan Facility may be expanded (or a new term loan facility, revolving credit facility or letter of credit facility added) by up to (i) $235.0 million plus (ii) an unlimited amount as will not cause the first lien net leverage ratio, after giving effect to the incurrence of such additional amount to exceed 3.75:1.00. Amounts available pursuant to clause (ii) of the preceding sentence may be utilized prior to amounts under clause (i).

Interest Rates and Fees

The loans under the New Term Loan Facility bear interest at a rate equal to (i) LIBOR, plus 3.00%, or (ii) the base rate, which will be the highest of (x) the corporate base rate established by the administrative agent as its prime rate, (y) 0.50% in excess of the overnight federal funds rate and (z) one-month LIBOR (adjusted for maximum reserves) plus 1.00% per annum, plus, in each case, 2.00%. The loans made under the New Term Loan Facility are subject to a LIBOR “floor” of 1.00%.

Prepayments

The New Term Loan Facility is subject to mandatory prepayment in an amount equal to (a) 50% of excess cash flow (as defined in the New Credit Agreement), with a reduction to zero based upon achievement of a specified first lien net leverage ratio, (b) 100% of the net cash proceeds received from the incurrence of indebtedness by AII or any of its restricted subsidiaries (other than indebtedness permitted under the New Term Loan Facility, excluding certain specified refinancing indebtedness), and (c) 100% of the net cash proceeds of all non-ordinary course asset sales or other dispositions of property by AII and its restricted subsidiaries (including certain insurance and condemnation proceeds) in excess of $20.0 million, with a reduction to 50% based upon achievement of a specified first lien net leverage ratio and subject to the right of AII and its restricted subsidiaries to reinvest such proceeds within a specified period of time, and other exceptions.

Voluntary prepayments of borrowings under the New Credit Facility are permitted at any time, subject to minimum principal amount requirements, without premium or penalty, subject to customary LIBOR breakage costs.

134

Guarantee; Security

All obligations under the New Term Loan Facility are guaranteed by AIH and each current and future direct and indirect wholly-owned U.S. restricted subsidiary of AII, other than certain excluded subsidiaries.

All obligations of each borrower and each guarantor are secured by the following:

• A perfected security interest in the ABL Priority Collateral, which security interest is junior to the security interest in the ABL Priority Collateral securing the Amended ABL Credit Facility; and

• a perfected security interest in substantially the Term Loan Priority Collateral, which security interest is senior to the security interest in the Term Loan Priority Collateral securing the Amended ABL Credit Facility.

The respective rights of the New Term Loan Facility lenders and the Amended ABL Credit Facility lenders in the ABL Priority Collateral and the Term Loan Priority Collateral are governed by an intercreditor agreement previously entered into by the collateral agent for the Amended ABL Credit Facility and the collateral agent for the New Term Loan Facility.

Covenants, Representations and Warranties

The New Term Loan Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among others:

• the incurrence of additional indebtedness and liens;

• dividends and other distributions or the purchase, redemption or retirement of capital stock;

• the purchase, redemption or retirement of certain junior indebtedness;

• loans and investments;

• entering into agreements that limit AII’s or its subsidiaries’ ability to pledge assets, make distributions or loans to AII or transfer assets to AII;

• asset sales;

• affiliate transactions;

• consolidations, mergers or sale of substantially all assets;

• voluntary payments or modifications of junior indebtedness; and

• alterations of the business conducted.

The New Term Loan Facility does not contain financial maintenance covenants.

Events of Default

The New Term Loan Facility includes customary events of default, including events of default relating to the nonpayment of principal or interest when due, inaccuracy of representations or warranties in any material respect, violation of covenants, default under other loan document of the New Term Loan Facility, cross-default to other material debt, certain bankruptcy or insolvency events, certain ERISA events, certain material judgments, actual or asserted invalidity of guarantees, certain other loan documents or liens, asserted invalidity of any intercreditor agreement and a change of control, in each case subject to customary thresholds, notice and grace period provisions.

135

U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a discussion of certain U.S. federal income tax considerations relating to the purchase, ownership and disposition of our common stock by Non-U.S. Holders (as defined below) that purchase our common stock pursuant to this offering and hold such common stock as a capital asset. This discussion is based on the Code, U.S. Treasury regulations promulgated or proposed thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This discussion does not address all of the U.S. federal income tax considerations that may be relevant to specific Non-U.S. Holders in light of their particular circumstances or to Non-U.S. Holders subject to special treatment under U.S. federal income tax law (such as banks, insurance companies, dealers in securities or other Non-U.S. Holders that generally mark their securities to market for U.S. federal income tax purposes, foreign governments, international organizations, tax-exempt entities, certain former citizens or residents of the United States, or Non-U.S. Holders that hold our common stock as part of a straddle, hedge, conversion or other integrated transaction). This discussion does not address any U.S. state or local or non-U.S. tax considerations or any U.S. federal gift or alternative minimum tax considerations.

As used in this discussion, the term “Non-U.S. Holder” means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is:

• an individual who is neither a citizen nor a resident of the United States;

• a corporation that is not created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate that is not subject to U.S. federal income tax on income from non-U.S. sources that is not effectively connected with the conduct of a trade or business in the United States; or

• a trust unless (i) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) it has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

If an entity treated as a partnership for U.S. federal income tax purposes invests in our common stock, the U.S. federal income tax considerations relating to such investment will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners relating to the purchase, ownership and disposition of our common stock.

PERSONS CONSIDERING AN INVESTMENT IN OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Distributions on Common Stock

If we make a distribution of cash or other property (other than certain pro rata distributions of our common stock or rights to acquire our common stock) with respect to a share of our common stock, the distribution generally will be treated as a dividend to the extent it is paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). If the amount of such distribution exceeds our current and accumulated earnings and profits, such excess generally will be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in such share of our common stock, and then as capital gain (which will be treated in the manner described below under “—Sale, Exchange or Other Disposition of Common Stock”). Distributions treated as dividends on our common stock that are paid to or for the account

136

of a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30%, or at a lower rate if provided by an applicable tax treaty and the Non-U.S. Holder provides the documentation (generally, Internal Revenue Service, or “IRS,” Form W-8BEN or W-8BEN-E) required to claim benefits under such tax treaty to the applicable withholding agent. Even if our current or accumulated earnings and profits are less than the amount of the distribution, the applicable withholding agent may elect to treat the entire distribution as a dividend for U.S. federal withholding tax purposes. Each Non-U.S. Holder should consult its own tax advisor regarding U.S. federal withholding tax on distributions, including such Non-U.S. Holder’s eligibility for a lower rate and the availability of a refund of any excess U.S. federal tax withheld.

If, however, a dividend is effectively connected with the conduct of a trade or business in the United States by a Non-U.S. Holder, such dividend generally will not be subject to the 30% U.S. federal withholding tax if such Non-U.S. Holder provides the appropriate documentation (generally, IRS Form W-8ECI) to the applicable withholding agent. Instead, such Non-U.S. Holder generally will be subject to U.S. federal income tax on such dividend in substantially the same manner as a U.S. person (except as provided by an applicable tax treaty). In addition, a Non-U.S. Holder that is treated as a corporation for U.S. federal income tax purposes may be subject to a branch profits tax at a rate of 30% (or a lower rate if provided by an applicable tax treaty) on its effectively connected income for the taxable year, subject to certain adjustments.

The foregoing discussion is subject to the discussion below under “—FATCA Withholding” and “—Information Reporting and Backup Withholding.”

Sale, Exchange or Other Disposition of Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain recognized on the sale, exchange or other disposition of our common stock unless:

(i) such gain is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder, in which event such Non-U.S. Holder generally will be subject to U.S. federal income tax on such gain in substantially the same manner as a U.S. person (except as provided by an applicable tax treaty) and, if it is treated as a corporation for U.S. federal income tax purposes, may also be subject to a branch profits tax at a rate of 30% (or a lower rate if provided by an applicable tax treaty), subject to certain adjustments;

(ii) such Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of such sale, exchange or other disposition and certain other conditions are met, in which event such gain (net of certain U.S. source losses) generally will be subject to U.S. federal income tax at a rate of 30% (except as provided by an applicable tax treaty); or

(iii) we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (x) the five-year period ending on the date of such sale, exchange or other disposition and (y) such Non-U.S. Holder’s holding period with respect to such common stock, and certain other conditions are met.

Generally, a corporation is a “United States real property holding corporation” if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business (all as determined for U.S. federal income tax purposes). We believe that we presently are not, and we do not presently anticipate that we will become, a United States real property holding corporation. However, because this determination is made from time to time and is dependent upon a number of factors, some of which are beyond our control, including the value of our assets, there can be no assurance that we will not become a United States real property holding corporation. If we were a United States real property holding corporation during the period described in clause (iii) above, gain recognized by a Non-U.S. Holder generally would be treated as income effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder, with the consequences

137

described in clause (i) above (except that the branch profits tax would not apply), unless such Non-U.S. Holder owned (directly and constructively) five percent or less of our common stock during such period and our common stock is treated as “regularly traded on an established securities market” at any time during the calendar year of such sale, exchange or other disposition.

The foregoing discussion is subject to the discussion below under “—FATCA Withholding” and “—Information Reporting and Backup Withholding.”

FATCA Withholding

Under the Foreign Account Tax Compliance Act provisions of the Code and related U.S. Treasury guidance, or “FATCA,” a withholding tax of 30% will be imposed in certain circumstances on payments of (i) dividends on our common stock and (ii) on or after January 1, 2019, gross proceeds from the sale or other disposition of our common stock. In the case of payments made to a “foreign financial institution” (such as a bank, a broker, an investment fund or, in certain cases, a holding company), as a beneficial owner or as an intermediary, this tax generally will be imposed, subject to certain exceptions, unless such institution (i) has agreed to (and does) comply with the requirements of an agreement with the United States, or an “FFI Agreement,” or (ii) is required by (and does comply with) applicable foreign law enacted in connection with an intergovernmental agreement between the United States and a foreign jurisdiction, or an “IGA,” in either case to, among other things, collect and provide to the U.S. tax authorities or other relevant tax authorities certain information regarding U.S. account holders of such institution and, in either case, such institution provides the withholding agent with a certification as to its FATCA status. In the case of payments made to a foreign entity that is not a financial institution (as a beneficial owner), the tax generally will be imposed, subject to certain exceptions, unless such entity provides the withholding agent with a certification as to its FATCA status and, in certain cases, identifies any “substantial” U.S. owner (generally, any specified U.S. person that directly or indirectly owns more than a specified percentage of such entity). If our common stock is held through a foreign financial institution that has agreed to comply with the requirements of an FFI Agreement or is subject to similar requirements under applicable foreign law enacted in connection with an IGA, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign financial institution) generally will be required, subject to certain exceptions, to withhold tax on payments made to (i) a person (including an individual) that fails to provide any required information or documentation or (ii) a foreign financial institution that has not agreed to comply with the requirements of an FFI Agreement and is not subject to similar requirements under applicable foreign law enacted in connection with an IGA. Each Non-U.S. Holder should consult its own tax advisor regarding the application of FATCA to the ownership and disposition of our common stock.

Information Reporting and Backup Withholding

Amounts treated as payments of dividends on our common stock paid to a Non-U.S. Holder and the amount of any U.S. federal tax withheld from such payments generally must be reported annually to the IRS and to such Non-U.S. Holder by the applicable withholding agent.

The information reporting and backup withholding rules that apply to payments of dividends to certain U.S. persons generally will not apply to payments of dividends on our common stock to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.

Proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected outside the United States through a non-U.S. office of a non-U.S. broker generally will not be subject to the information reporting and backup withholding rules that apply to payments to certain U.S. persons, provided that the proceeds are paid to the Non-U.S. Holder outside the United States. However, proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected through a non-U.S. office of a non-U.S. broker with certain specified U.S. connections or a U.S. broker generally will be subject to these

138

information reporting rules (but generally not to these backup withholding rules), even if the proceeds are paid to such Non-U.S. Holder outside the United States, unless such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption. Proceeds from the sale, exchange or other disposition of our common stock by a Non-U.S. Holder effected through a U.S. office of a broker generally will be subject to these information reporting and backup withholding rules unless such Non-U.S. Holder certifies under penalties of perjury that it is not a U.S. person (generally by providing an IRS Form W-8BEN or W-8BEN-E to the applicable withholding agent) or otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability if the required information is furnished by such Non-U.S. Holder on a timely basis to the IRS.

U.S. Federal Estate Tax

Shares of our common stock owned or treated as owned by an individual Non-U.S. Holder at the time of such Non-U.S. Holder’s death will be included in such Non-U.S. Holder’s gross estate for U.S. federal estate tax purposes and may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise.

139

UNDERWRITING

Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are acting as representatives of each of the underwriters named below. Subject to the terms and conditions of the underwriting agreement, the underwriters named below have severally agreed to purchase from the selling stockholder the following respective number of shares of common stock at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:

Underwriter	Number of Shares
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC.
UBS Securities LLC
Total		8,000,000

The underwriting agreement will provide that the underwriters’ obligation to purchase shares of common stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

• the obligation to purchase all of the shares of common stock offered hereby (other than those shares of common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;

• the representations and warranties made by us and the selling stockholder to the underwriters are true;

• there is no material change in our business or the financial markets; and

• customary closing documents are delivered to the underwriters.

The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

Sales of shares made outside of the United States may be made by affiliates of the Underwriters.

Commissions and Expenses

The following table summarizes the underwriting discounts and commissions the selling stockholder will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase 1,200,000 additional shares of common stock from the selling stockholder. The underwriting fee is the difference between the offering price to the public and the amount the underwriters pay the selling stockholder for the shares of common stock.

		Total Fees
	Per Share	Without Exercise of Option to Purchase Additional Shares	With Full Exercise of Option to Purchase Additional Shares
Discounts and commissions paid by the selling stockholder	$	$	$

The representatives of the underwriters have advised us and the selling stockholder that the underwriters propose to offer the shares of common stock directly to the public at the public offering price on the cover of this

140

prospectus and to selected dealers, which may include the underwriters, at such offering price less a selling concession not in excess of $                 per share. After the offering, the representatives may change the offering price and other selling terms.

The expenses of the offering that are payable by us are estimated to be approximately $700,000 (excluding underwriting discounts and commissions), including up to $25,000 of expenses incurred by counsel to the underwriters in connection with the qualification of the offering with the Financial Industry Regulatory Authority, or “FINRA.”

We have engaged Solebury Capital LLC, or “Solebury,” an independent financial adviser and a member of FINRA, to provide certain financial consulting services in connection with the offering, including advice with respect to selection of underwriters for this offering, deal structuring, fee and economics recommendations, distribution strategy recommendations and preparation of presentation materials. The underwriters have agreed to reimburse us in an amount of up to $                 for such financial consulting services provided by Solebury in connection with the offering. We have separately engaged Solebury Communications Group LLC, an affiliate of Solebury, to provide investor relations and financial communications services and advice on a temporary basis to assist us in our transition to being a public company.

Option to Purchase Additional Shares

The selling stockholder has granted the underwriters an option exercisable for 30 days after the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of 1,200,000 shares from the selling stockholder at the public offering price less underwriting discounts and commissions. To the extent the underwriters exercise this option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares of common stock proportionate to that underwriter’s initial commitment as indicated in the preceding table, and the selling stockholder will be obligated to sell the additional shares of common stock to the underwriters.

No Sales of Similar Securities

We, the selling stockholder and our directors and executive officers have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date                  days after the date of this prospectus, except with the prior written consent of any two of the Lock-Up Release Parties. See “Shares Available for Future Sale” for a discussion of certain transfer restrictions.

Indemnification

We and the selling stockholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, liabilities arising from breaches of the representations and warranties contained in the underwriting agreement and to contribute to payments that the underwriters may be required to make for these liabilities.

Stabilization, Short Positions and Penalty Bids

The underwriters may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of our common stock, in accordance with Regulation M under the Exchange Act.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This

141

short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares, in whole or in part, and/or purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

• Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed to cover syndicate short positions.

• Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected otherwise and, if commenced, may be discontinued at any time.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, certain of the underwriters may facilitate Internet distribution for this offering to certain of its Internet subscription customers. Such underwriters may allocate a limited number of shares for sale to its online brokerage customers. A prospectus in electronic format is being made available on Internet websites maintained by one or more of the bookrunners of this offering and may be made available on websites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part.

Listing

Our common stock is listed on the NYSE under the symbol “ATKR”.

Stamp Taxes

Purchasers of the shares of our common stock offered in this prospectus may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus. Accordingly, we urge you to consult a tax advisor with respect to whether you may be required to pay those taxes or charges, as well as any other tax consequences that may arise under the laws of the country of purchase.

142

Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they may receive customary fees and expenses. With respect to our Amended ABL Credit Facility, affiliates of (i) UBS Securities LLC serve as administrative agent and collateral agent (ii) Deutsche Bank Securities Inc. serve as a co-collateral agent, syndication agent, issuing lender and lender; and (iii) Credit Suisse Securities (USA) LLC serve as a documentation agent and lender. In addition, with respect to our New Term Loan Facility, affiliates of (i) Deutsche Bank Securities Inc. serve as the administrative agent, collateral agent a joint lead arranger, joint bookrunner and lender; (ii) Credit Suisse Securities (USA) LLC serve as a joint lead arranger and joint bookrunner; (iii) J.P. Morgan Securities LLC serve as a joint lead arranger and joint bookrunner; and (iv) UBS Securities LLC serve as the syndication agent, documentation agent, joint lead arranger and joint bookrunner.

In addition, in the ordinary course of business, the underwriters and their respective affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, each, a Relevant Member State, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State (other than a Relevant Member State where there is a Permitted Public Offer) who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that (A) it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive and (B) in the case of any shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the shares acquired by it in the offering have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than “qualified investors” as defined in the

143

Prospectus Directive, or in circumstances in which the prior consent of the Subscribers has been given to the offer or resale. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances that may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares that are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

Each underwriter agrees that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or “FSMA,” received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances that do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), that is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so

144

under the laws of Hong Kong) other than with respect to shares that are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person that is: (a) a corporation (that is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Notice to Prospective Investors in Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan, or the Financial Instruments and Exchange Law, and each Underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons, or the “Exempt Investors,” who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act), or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except in circumstances where disclosure to

145

investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document that complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or the “DFSA.” This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus, you should consult an authorized financial advisor.

Notice to Prospective Investors in the State of Qatar

This prospectus is not intended to constitute an offer, sale or delivery of shares or other securities under the laws of the State of Qatar including the rules and regulations of Qatar Financial Centre Authority, or the “QFCA” or the Qatar Financial Centre Regulatory Authority, or the “QFCRA.” The securities have not been and will not be listed on the Qatar Exchange and are not subject to the rules and regulations of the DSM Internal Regulations applying to the Qatar Exchange, the Qatar Financial Markets Authority, the Qatar Central Bank, the QFCA or the QFCRA, or any laws of the State of Qatar. This prospectus is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

Notice to Prospective Investors in Switzerland

We have not and will not register with the Swiss Financial Market Supervisory Authority, or the “FINMA,” as a foreign collective investment scheme pursuant to Article 119 of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended, or the “CISA,” and accordingly the securities being offered pursuant to this prospectus have not and will not be approved, and may not be licensable, with FINMA. Therefore, the securities have not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the securities offered hereby may not be offered to the public, as this term is defined in Article 3 CISA, in or from Switzerland. The securities may solely be offered to “qualified investors” (as this term is defined in Article 10 CISA) and in the circumstances set out in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended, or the “CISO,” such that there is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus and any other materials relating to the securities are strictly personal and confidential to each offeree and do not constitute an offer to any other person. This prospectus may only be used by those qualified investors to whom it has been handed out in connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity other than its recipients. It may not be used in connection with any other offer and shall in particular not be copied and/or distributed to the public in Switzerland or from Switzerland. This prospectus does not constitute an issue prospectus as that term is understood pursuant to Article 652a and/or 1156 of the Swiss Federal Code of Obligations. We have not applied

146

for a listing of the securities on the SIX Swiss Exchange or any other regulated securities market in Switzerland and, consequently, the information presented in this prospectus does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange.

Notice to Prospective Investors in Canada

The shares of common stock may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of common stock must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

147

LEGAL MATTERS

The validity of the shares of our common stock offered hereby will be passed upon for us by Debevoise & Plimpton LLP, New York, New York. Certain legal matters related to this offering will be passed upon for the underwriters by Latham & Watkins LLP, New York, New York.

EXPERTS

The consolidated financial statements of the Company included in this prospectus and the related financial statement schedules included elsewhere in the registration statement have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements and financial statement schedules are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the SEC with respect to the shares of our common stock being sold in this offering. This prospectus does not contain all of the information set forth in the registration statement and the exhibits thereto because some parts have been omitted in accordance with the rules and regulations of the SEC. You will find additional information about us and the common stock being sold in this offering in the registration statement and the exhibits thereto. For further information with respect to Atkore and the common stock being sold in this offering, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site at http://www.sec.gov, from which interested persons can electronically access the registration statement, including the exhibits and any schedules thereto. Copies of the registration statement, including the exhibits and schedules thereto, are also available at your request, without charge, from Atkore International Group Inc., 16100 South Lathrop Avenue, Harvey, Illinois 60426.

We are subject to the informational requirements of the Exchange Act and, accordingly, file annual reports containing financial statements audited by an independent registered public accounting firm, quarterly reports containing unaudited financial statements, current reports, proxy statements and other information with the SEC. You may inspect and copy these reports, proxy statements and other information at the public reference facilities maintained by the SEC at the address noted above. You may also obtain copies of this material from the Public Reference Room of the SEC as described above, or inspect them without charge at the SEC’s website. You may access, free of charge, our reports filed with the SEC (for example, our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those forms) through our website (www.atkore.com). Reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC. None of the information contained on, or that may be accessed through, our websites or any other website identified herein is part of, or incorporated into, this prospectus. All website addresses in this prospectus are intended to be inactive textual references only.

148

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus information we file with the SEC in other documents. This means that we can disclose important information to you by referring to another document we have filed with the SEC. The information relating to us contained in this prospectus should be read together with the information in the documents incorporated by reference.

We incorporate by reference, as of its date of filing, the document listed below (excluding any portion of such document that has been “furnished” but not “filed” for purposes of the Exchange Act):

• our Current Report on Form 8-K filed with the SEC on December 6, 2016 (SEC File No. 001-37793).

Any statement incorporated by reference in this prospectus from an earlier dated document that is inconsistent with a statement contained in this prospectus or in any other document filed after the date of the earlier dated document, but prior to the date hereof, which also is incorporated by reference in this prospectus, shall be deemed to be modified or superseded for purposes of this prospectus by such statement contained in this prospectus or in any other document filed after the date of the earlier dated document, but prior to the date hereof, which also is incorporated by reference in this prospectus.

Any person, including any beneficial owner, to whom this prospectus is delivered may request copies of any of the documents incorporated by reference in this prospectus, without charge, by written or oral request directed to Atkore International Group Inc., 16100 South Lathrop Avenue, Harvey, Illinois 60426, Attention: Investor Relations Dept., Telephone: (708) 339-1610 or the Investor Relations portion of our website at http://investors.atkore.com or from the SEC through the SEC’s Internet website at the address provided under “Where You Can Find More Information.” All other information contained on our website is not a part of this prospectus. Documents incorporated by reference in this prospectus are available without charge, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference into those documents.

149

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Atkore International Group Inc. Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Operations for the fiscal years ended (i) September 30, 2016, (ii) September 25, 2015 and (iii) September 26, 2014	F-3
Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended (i) September 30, 2016, (ii) September 25, 2015 and (iii) September 26, 2014	F-4
Consolidated Balance Sheets as of September  30, 2016 and September 25, 2015	F-5
Consolidated Statements of Cash Flows for the fiscal years ended (i) September 30, 2016, (ii) September 25, 2015 and (iii) September 26, 2014	F-6
Consolidated Statement of Shareholders’ Equity for the three year period ended September 30, 2016	F-7
Notes to Consolidated Financial Statements	F-8
Atkore International Group Inc. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Operations for the three months ended (i) December 30, 2016 and (ii) December 25, 2015	F-41
Condensed Consolidated Statements of Comprehensive Income for the three months ended (i) December 30, 2016 and (ii) December 25, 2015	F-42
Condensed Consolidated Balance Sheets as of December  30, 2016 and September 30, 2016	F-43
Condensed Consolidated Statements of Cash Flows for the three months ended (i) December 30, 2016 and (ii) December 25, 2015	F-44
Notes to Condensed Consolidated Financial Statements	F-45

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Atkore International Group Inc.

Harvey, Illinois

We have audited the accompanying consolidated balance sheets of Atkore International Group Inc. and subsidiaries (the “Company”) as of September 30, 2016 and September 25, 2015, and the related consolidated statements of operations, comprehensive income (loss), cash flows, and shareholders’ equity for each of the three years in the period ended September 30, 2016. Our audits also included the financial statement schedules listed in Item 16 of this Registration Statement. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Atkore International Group Inc. and subsidiaries as of September 30, 2016, and September 25, 2015, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2016, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois

November 29, 2016

F-2

ATKORE INTERNATIONAL GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Fiscal Year Ended
(in thousands, except per share data)	September 30, 2016			September 25, 2015			September 26, 2014
Net sales	$	1,523,384		$	1,729,168		$	1,702,838
Cost of sales		1,154,702			1,456,375			1,475,728
Gross profit		368,682			272,793			227,110
Selling, general and administrative		219,397			185,815			180,783
Intangible asset amortization		22,238			22,103			20,857
Asset impairment charges		129			27,937			44,424
Operating income (loss)		126,918			36,938			(18,954	)
Interest expense, net		41,798			44,809			44,266
(Gain) loss on extinguishment of debt		(1,661	)		—			43,667
Income (loss) before income taxes		86,781			(7,871	)		(106,887	)
Income tax expense (benefit)		27,985			(2,916	)		(32,939	)
Net income (loss)	$	58,796		$	(4,955	)	$	(73,948	)
Convertible preferred stock and dividends		—			—			29,055
Net income (loss) attributable to common stockholders	$	58,796		$	(4,955	)	$	(103,003	)
Weighted-Average Common Shares Outstanding
Basic		62,486			62,527			50,998
Diluted		62,820			62,527			50,998
Net income (loss) per share
Basic	$	0.94		$	(0.08	)	$	(2.02	)
Diluted	$	0.94		$	(0.08	)	$	(2.02	)

See Notes to Financial Statements

F-3

ATKORE INTERNATIONAL GROUP INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Net income (loss)	$	58,796		$	(4,955	)	$	(73,948	)
Other comprehensive (loss):
Change in foreign currency translation adjustment		(858	)		(7,135	)		(2,403	)
Change in unrecognized loss related to pension benefit plans, net of tax benefit of $2,680, $4,554, $1,143, respectively (See Note 10)		(4,059	)		(7,268	)		(1,829	)
Total other comprehensive (loss)		(4,917	)		(14,403	)		(4,232	)
Comprehensive income (loss)	$	53,879		$	(19,358	)	$	(78,180	)

See Notes to Financial Statements

F-4

ATKORE INTERNATIONAL GROUP INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)	September 30, 2016			September 25, 2015
Assets
Current Assets:
Cash and cash equivalents	$	200,279		$	80,598
Accounts receivable, less allowance for doubtful accounts of $1,006 and $1,173, respectively		192,090			216,992
Inventories, net (see Note 4)		161,465			161,924
Assets held for sale (see Note 18)		6,680			3,313
Prepaid expenses and other current assets		22,407			18,665
Total current assets		582,921			481,492
Property, plant and equipment, net (see Note 5)		202,692			224,284
Intangible assets, net (see Note 6)		254,937			277,175
Goodwill (see Note 6)		115,829			115,829
Deferred income taxes		945			1,087
Non-trade receivables		7,244			13,932
Total Assets	$	1,164,568		$	1,113,799
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt (see Note 8)	$	1,267		$	2,864
Accounts payable		114,118			109,847
Income tax payable		2,326			515
Accrued and other current liabilities (see Note 7)		87,111			97,272
Total current liabilities		204,822			210,498
Long-term debt (see Note 8)		629,046			649,344
Deferred income taxes		12,834			14,557
Other long-term tax liabilities		6,838			13,319
Pension liabilities (see Note 10)		35,172			28,126
Other long-term liabilities		18,610			41,678
Total Liabilities		907,322			957,522
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively		626			626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively		(2,580	)		(2,580	)
Additional paid-in capital		398,292			352,505
Accumulated deficit		(113,142	)		(173,241	)
Accumulated other comprehensive loss		(25,950	)		(21,033	)
Total Equity		257,246			156,277
Total Liabilities and Equity	$	1,164,568		$	1,113,799

See Notes to Financial Statements

F-5

ATKORE INTERNATIONAL GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Fiscal year ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Operating activities:
Net income (loss)	$	58,796		$	(4,955	)	$	(73,948	)
Adjustments to reconcile net income to net cash provided by operating activities:
(Gain) loss on sale of fixed assets and assets held for sale		(357	)		1,240			—
Impairment of assets		129			27,937			44,424
Depreciation and amortization		55,017			59,465			58,695
Amortization of debt issuance costs and original issue discount		3,586			3,631			4,731
Deferred income taxes		2,556			(3,650	)		(36,510	)
(Gain) loss on extinguishment of debt		(1,661	)		—			43,667
Provision for losses on accounts receivable and inventory		3,021			546			3,254
Stock-based compensation expense		21,127			13,523			8,398
Other adjustments to net income		(190	)		—			—
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable		24,538			7,038			(12,124	)
Inventories		(2,437	)		67,509			7,675
Prepaid expenses and other current assets		(2,986	)		(616	)		16,613
Accounts payable		4,061			(43,710	)		26,804
Income taxes		1,005			(3,814	)		654
Accrued and other liabilities		(9,551	)		16,311			(1,028	)
Other, net		(8	)		618			(3,093	)
Net cash provided by continuing operating activities		156,646			141,073			88,212
Net cash (used for) discontinued operating activities		—			—			(1,879	)
Net cash provided by operating activities		156,646			141,073			86,333
Investing activities:
Capital expenditures		(16,830	)		(26,849	)		(24,362	)
Proceeds from sale of properties and equipment		75			1,451			7,396
Proceeds from sale of assets held for sale		2,400			—			—
Acquisitions of businesses, net of cash acquired		—			(30,549	)		(39,787	)
Working capital adjustment for acquisition		—			—			5,142
Proceeds from sale of an investment		1,328			4,844			2,736
Other, net		132			(78	)		15
Net cash (used for) continuing investing activities		(12,895	)		(51,181	)		(48,860	)
Net cash provided by discontinued investing activities		—			4,540			—
Net cash (used for) investing activities		(12,895	)		(46,641	)		(48,860	)
Financing activities:
Borrowings under credit facility		—			788,000			657,000
Repayments under credit facility		—			(828,000	)		(676,000	)
Proceeds from short-term debt		—			1,692			4,126
Repayments of short-term debt		(1,619	)		(1,661	)		(5,825	)
Proceeds from issuance of first and second lien credit agreements		—			—			665,400
Repayments of long-term debt		(22,175	)		(4,200	)		(438,558	)
Issuance of common stock		52			49			674
Repurchase of common stock		—			(882	)		(252,765	)
Payment for debt financing costs and fees		—			(102	)		(11,925	)
Proceeds from foreign exchange forward option		—			999			—
Other, net		(166	)		(1	)		289
Net cash (used for) financing activities		(23,908	)		(44,106	)		(57,584	)
Effects of foreign exchange rate changes on cash and cash equivalents		(162	)		(3,088	)		(1,299	)
Increase (decrease) in cash and cash equivalents		119,681			47,238			(21,410	)
Cash and cash equivalents at beginning of period		80,598			33,360			54,770
Cash and cash equivalents at end of period	$	200,279		$	80,598		$	33,360
Supplementary Cash Flow information
Interest paid	$	49,855		$	41,460		$	42,833
Income taxes paid, net of refunds		30,859			4,759			2,206
Capital expenditures, not yet paid		525			327			236
Non-cash preferred stock dividends		—			—			29,055
Reclassification of stock-based compensation liability		43,870			—			—

See Notes to Financial Statements

F-6

ATKORE INTERNATIONAL GROUP INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the three year period ended September 30, 2016

	Cumulative Convertible Preferred Stock						Common Stock						Treasury Stock			Addi- tional Paid-in Capital			Accum- ulated Deficit			Accum- ulated Other Compr- ehensive Income (Loss)			Total Equity
(in thousands)	Shares			Amount			Shares			Amount			Amount
Balance at September 27, 2013		424		$	423,576			40,777		$	408		$	(933	)	$	184,064		$	(94,338	)	$	(2,399	)	$	510,378
Net loss		—			—			—			—			—			—			(73,948	)		—			(73,948	)
Other comprehensive loss		—			—			—			—			—			—			—			(4,232	)		(4,232	)
Issuance of common stock		—			—			81			1			—			673			—			—			674
Repurchase of common stock		—			—			(40,324	)		—			(252,765	)		—			—			—			(252,765	)
Retirement of common stock		—			—			—			(403	)		252,000			(251,597	)		—			—			—
Preferred stock dividends		29			29,055			—			—			—			(29,055	)		—			—			—
Conversion of preferred stock		(453	)		(452,630	)		62,010			620			—			452,010			—			—			—
Modification of equity based compensation to liability award		—			—			—			—			—			(3,638	)		—			—			(3,638	)
Balance at September 26, 2014		—			—			62,545			626			(1,698	)		352,457			(168,286	)		(6,630	)		176,469
Net loss		—			—			—			—			—			—			(4,955	)		—			(4,955	)
Other comprehensive loss		—			—			—			—			—			—			—			(14,403	)		(14,403	)
Issuance of common stock		—			—			5			—			—			49			—			—			49
Repurchase of common stock		—			—			(97	)		—			(882	)		—			—			—			(882	)
Balance at September 25, 2015		—			—			62,453			626			(2,580	)		352,505			(173,241	)		(21,033	)		156,277
Net income		—			—			—			—									58,796			—			58,796
Cumulative effect adjustment for a change in accounting principle		—			—			—			—			—			—			1,303			—			1,303
Other comprehensive loss		—			—			—			—			—			—			—			(4,917	)		(4,917	)
Modification of liability award to equity based compensation		—			—			—			—			—			43,870			—			—			43,870
Stock-based compensation		—			—			—			—			—			1,865			—			—			1,865
Issuance of common stock		—			—			5			—			—			52			—			—			52
Balance at September 30, 2016		—			—			62,458			626			(2,580	)		398,292			(113,142	)		(25,950	)		257,246

See Notes to Financial Statements

F-7

ATKORE INTERNATIONAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except share and per share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Ownership Structure—Atkore International Group Inc. (the “Company” or “Atkore”) is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions (“MP&S”) for the construction and industrial markets. The Company was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. (“AIH”), which in turn is the sole stockholder of Atkore International, Inc. (“AII”).

The Transactions—On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied Holdings, L.P. (the “CD&R Investor), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC (“CD&R”). On December 22, 2010, the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the “Preferred Stock”) of the Company. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). The preferred stock is entitled to a 12% fixed, cumulative dividend paid quarterly (“Preferred Dividends”) and dividends on an as-converted basis when declared on common stock (“Participating Dividends”). On December 22, 2010, the Company also issued common stock (the “Common Stock”) to Tyco’s wholly owned subsidiary, Tyco International Holding S.à.r.l. (“Tyco Seller”), that initially represented the remaining 49% of the Company’s outstanding capital stock. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity. The aforementioned transactions described in this paragraph are referred to herein as the “Transactions.”

On March 6, 2014, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with Tyco for the acquisition (the “Acquisition”) of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $250,000 to Tyco Seller to redeem the shares, which were subsequently retired. The Company paid $2,000 of expenses related to the share redemption.

In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into Common Stock. As of September 26, 2014, Common Stock is the Company’s sole issued and outstanding class of securities.

Common Stock Split—On May 27, 2016, the Company effected a 1.37-for-1 stock split of its common stock. The accompanying consolidated financial statements and notes thereto give retroactive effect to the stock split for all periods presented.

Initial Public Offering—On June 9, 2016, the Company’s Registration Statement on Form S-1 relating to an initial public offering (“IPO”) of our common stock was declared effective by the U.S. Securities and Exchange Commission (“SEC”) and on June 15, 2016, we completed the IPO at a price to the public of $16.00 per share. In connection with the IPO, CD&R Allied Holdings, L.P., (the “CD&R Investor”), an affiliate of Clayton, Dubilier & Rice LLC (“CD&R”), sold an aggregate of 12,000,000 shares of our common stock. The CD&R Investor received all of the net proceeds and bore all commissions and discounts from the sale of our common stock. We did not receive any proceeds from the IPO. Following the completion of the IPO, Atkore is a “controlled company” within the meaning of the New York Stock Exchange (“NYSE”) rules with CD&R retaining 80.1% of the common stock.

Basis of Presentation—The accompanying audited consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

F-8

The audited consolidated financial statements include the assets and liabilities used in operating the Company’s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the audited consolidated financial statements from the effective date of acquisition or up to the date of disposal.

Description of Business—The Company is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions (“MP&S”) for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure’s electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications.

Fiscal Periods—The Company has a 52- or 53-week fiscal year that ends on the last day in September starting fiscal 2016. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal year 2016 was a 53-week fiscal year which ended on September 30, 2016. Fiscal years 2015 and 2014 were 52-week fiscal years which ended on September 25, 2015 and September 26, 2014, respectively. Our fiscal year will end on September 30, 2017 and will be a 52-week year. Our fiscal quarters end on the last Friday in December, March and June.

Use of Estimates—The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the consolidated financial statements and report the associated amounts of revenues and expenses. Significant estimates and assumptions are used for, but not limited to, allowances for doubtful accounts, provisions for certain rebates, sales incentives, trade promotions, product returns and discounts, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, legal liabilities, income taxes and tax valuation allowances, pension and postretirement employee benefit liabilities and purchase price allocation. Actual results could differ materially from these estimates.

Revenue Recognition—The Company’s revenue is generated principally from the sale of its products. Revenue from the sale of products is recognized at the time title, risks and rewards of ownership pass. This is generally when the products reach the free-on-board shipping point, the sales price is fixed and determinable and collection is reasonably assured. The freight charges for shipments are included in the Company’s revenues.

Provisions for certain rebates, sales incentives, trade promotions, product returns and discounts to customers are accounted for as reductions in determining sales in the same period the related sales are recorded. Rebates are estimated based on sales terms and historical experience.

Product returns are estimated based on historical experience and are recorded at the time revenues are recognized. Accordingly, the Company reduces recognized revenue for estimated future returns at the time revenue is recorded. The estimates for returns are adjusted periodically based upon changes in historical rates of returns and trend analysis.

Cost of Sales—The Company includes all costs directly related to the production of goods for sale in cost of sales in the statement of operations. These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower of cost or market provisions, freight and distribution costs, and the depreciation and amortization of assets directly used in the production of goods for sale.

Selling, General and Administrative Expenses—These amounts primarily include payroll-related expenses for both administrative and selling personnel, compensation expense from stock-based awards, restructuring-related charges, third-party professional services and translation gains or losses for foreign currency transaction.

Cash and Cash Equivalents—The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents.

F-9

Allowance for Doubtful Accounts—The allowance for doubtful accounts receivable reflects the best estimate of losses inherent in the Company’s accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence.

Inventories—Inventories are recorded at the lower of cost (primarily LIFO) or market value. The Company estimates losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price.

Property, Plant and Equipment—Property, plant and equipment, net, is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:

Buildings	2 to 40 years
Building improvements	2 to 22 years
Machinery and production equipment	2 to 20 years
Support and testing machinery and equipment	2 to 15 years
Leasehold improvements	Lesser of remaining term of the lease or economic useful life

Long-Lived Asset Impairments—The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable.

The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Recoverability of an asset or asset group is first measured by a comparison of the carrying amount to its estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value. If impairment is determined to exist, any related impairment loss is calculated based on the estimated fair value. Impairment losses on assets to be disposed of or held for sale, if any, are based on the estimated proceeds to be received, less costs of disposal. See Note 18, “Assets Held for Sale.”

Goodwill and Indefinite-Lived Intangible Asset Impairments—Goodwill and indefinite-lived intangible assets are assessed for impairment annually and more frequently if events or circumstances indicate that is more likely than not that the fair value of a reporting unit is less than the carrying value. See Note 6, “Goodwill and Intangible Assets.” Management uses various sources of information to estimate fair value including forecasted operating results, business plans, economic projections, royalty rates, market multiples of publicly traded comparable companies and other market data.

When testing for goodwill impairment, the Company first compares the fair value of a reporting unit with its carrying amount. Assessing goodwill for impairment requires us to estimate future operating results and cash flows that require judgment by management. Using different estimates could impact the amount and timing of impairment. We determine the fair value of a reporting unit using three valuation approaches: (a) an income approach using a discounted cash flow analysis based on the forecasted cash flows (including estimated underlying revenue and operating income growth rates) discounted using an estimated weighted-average cost of capital of market participants; (b) a market approach using a comparable company analysis; (c) a market approach using a transaction analysis. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss.

In the second step of the goodwill impairment test, the Company compares the implied fair value of the reporting unit’s goodwill with the carrying amount of the reporting unit’s goodwill. If the carrying amount of the

F-10

reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities represents the implied fair value of goodwill and is considered a Level 3 fair value measurement in accordance with the fair value hierarchy.

Fair Value Measurements—Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows:

Level 1—inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date.

Level 2—inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates.

Level 3—inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models.

Income Taxes and Uncertain Tax Positions—The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date. The Company maintains an indemnity receivable for certain tax obligations that are indemnified by Tyco and that are expected to be settled directly with the taxing authorities.

The Company periodically assesses the realizability of the deferred tax assets. In making this determination management considers all available evidence, both positive and negative, including earnings history, expectations of future taxable income and available tax planning strategies. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is considered more likely than not to be realized. Changes in the required valuation allowance are recorded in income in the period such determination is made.

Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Provisions for uncertain tax positions provide a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained upon examination. The Company measures its uncertain tax positions as the largest amount of benefit that is greater than a 50 percent likelihood of being realized upon examination. Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense. See Note 9, “Income Taxes.”

Concentration of Credit Risk—The Company extends credit to various customers in the retail and construction industries. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company’s overall credit risk. Although the Company generally

F-11

does not require collateral, the Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses. For all periods presented, no customer accounted for more than 10% of sales or accounts receivable.

Insurable Liabilities—The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management’s estimate as a result of the assessment by the Company’s claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation. For more information, see Note 16, “Commitments and Contingencies”.

Translation of Foreign Currency—For the Company’s non-U.S. subsidiaries that report in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using year-end exchange rates. Revenue and expenses are translated at the monthly average exchange rates in effect during the fiscal year. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within the statements of comprehensive loss for the fiscal years ended September 30, 2016, September 25, 2015, and September 26, 2014.

Recent Accounting Pronouncements—On October 24, 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.” The ASU removes the prohibition in Accounting Standards Codification (“ASC”) 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the results of operations, cash flows or financial positions.

On August 6, 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Payments,” which amends ASC 230, “Statement of Cash Flow.” The ASU provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. The ASU also provides clarification on the application of the predominance principle outlined in ASC 230. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company early adopted this new standard during fiscal 2016 and it did not have a material impact on the financial statements.

On March 30, 2016, FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which amends ASC 718. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, our fiscal 2018. Early adoption is permitted. The Company early adopted all amendments of ASU 2016-09 during fiscal 2016. The Company recognized excess tax benefit adjustments using a modified retrospective method. As a result of the adoption, we recorded an adjustment to retained earnings of $1.3 million to recognize net operating loss carryforwards, net of a valuation allowance, attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid in capital. The Company has elected to account for forfeitures when they occur. The election had no impact to our results of operations, cash flows, or financial positions.

On February 25, 2016, the FASB issued ASU 2016-2, “Leases (Topic 842).” The ASU requires companies to use a “right of use” lease model that assumes that each lease creates an asset (the lessee’s right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee’s balance

F-12

sheet to fairly represent the lease transaction and the lessee’s related financial obligations. We conduct some of our operations under leases that are accounted for as operating leases, with no related assets and liabilities on our balance sheet. The proposed changes would require that substantially all of our operating leases be recognized as assets and liabilities on our balance sheet. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position.

In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” The ASU requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined rather than restating prior periods. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2015. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements.

In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements.” The ASU is part of an ongoing project on the FASB’s agenda to facilitate updates to the ASC, non-substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The ASU will apply to all reporting entities within the scope of the affected accounting guidance. The amendments requiring transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In May 2015, the FASB issued ASU 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).” The update amends ASC 820, “Fair Value Measurement.” This ASU removes the requirement to categorize within the fair value hierarchy investments without readily determinable fair values in entities that elect to measure fair value using net asset value per share or its equivalent. The ASU requires that these investments continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. This update is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In April 2015, the FASB issued ASU 2015-05, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, the accounting for the license will be consistent with licenses of other intangible assets. If the arrangement does not include a license, the arrangement will be accounted for as a service contract. This update is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted for all entities. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In February 2015, the FASB issued ASU 2015-02 “Amendments to the Consolidation Analysis.” This update amends the consolidation requirements in ASC 810, “Consolidation.” The amendments change the consolidation analysis required under GAAP. For public business entities, the amendments in the ASU are

F-13

effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In January 2015, the FASB issued ASU 2015-01, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This update eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, the ASU does not affect the reporting and disclosure requirements for an event that is unusual in nature or that occurs infrequently. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, our fiscal 2017. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach. In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date”, as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e. the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations”, which clarifies certain aspects of the principal-versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing”, which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients”, which amends the new revenue recognition guidance on transition, collectibility, noncash consideration and the presentation of sales and other similar taxes. The amendments also clarify how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria. We are currently evaluating the transition methods and the impact of adoption of these ASUs on our consolidated financial statements.

F-14

2. ACQUISITIONS

From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new customers. The Company completed the following acquisitions for total consideration of approximately $30,440 and $39,787 for the fiscal years ended September 25, 2015 and September 26, 2014, respectively. The Company did not complete any acquisitions for the fiscal year ended September 30, 2016.

Fiscal 2015 Transactions—On October 20, 2014, Atkore Plastic Pipe Corporation, a wholly-owned indirect subsidiary of the Company, acquired all of the outstanding stock of American Pipe & Plastics, Inc. (“APPI”). The aggregate purchase price was $6,572. APPI is a manufacturer of PVC conduit and is located in Kirkwood, New York. Additionally, on November 17, 2014, Atkore Steel Components, Inc., a wholly-owned indirect subsidiary of the Company, acquired most of the assets and assumed certain liabilities of Steel Components, Inc. (“SCI”). The aggregate purchase price was $23,868. SCI provides steel and malleable iron electrical fittings for steel, flexible and liquidtight conduit, as well as armored cable. SCI is located in Coconut Creek, Florida.

The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. Fair value measurements were applied based on assumptions that market participants would use in the pricing of the asset or liability. The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date:

(in thousands)	APPI			SCI
Fair value of consideration transferred:
Cash consideration	$	6,572		$	23,837
Fair value of assets acquired and liabilities assumed:
Accounts receivable		1,813			4,302
Inventories		1,850			5,500
Intangible assets		480			10,600
Fixed assets		2,907			46
Accounts payable		(1,057	)		(690	)
Other		(808	)		155
Net assets acquired		5,185			19,913
Excess purchase price attributed to goodwill acquired	$	1,387		$	3,924

Both acquisitions strengthened and diversified the Company’s Electrical Raceway reportable segment and its portfolio of products provided to electrical distribution customers. The Company funded both acquisitions using borrowings from AII’s asset-based credit facility (“ABL Credit Facility”). The Company recognized $1,387 and $3,924 of goodwill for APPI and SCI, respectively. See Note 6, “Goodwill and Intangible Assets”. Goodwill consists of the excess of the purchase price over the net of the fair value of the acquired assets and assumed liabilities, and represents the estimated economic value attributable to future operations. Goodwill recognized from the APPI acquisition was non-deductible for income tax purposes. Goodwill recognized from the SCI acquisition was tax-deductible and is amortized over 15 years for income tax purposes. The goodwill arising from both acquisitions consists largely of the synergies and economies of scale from integrating these companies with existing businesses. The Company incurred approximately $318 and $610 during the years ended September 25, 2015 and September 26, 2014, respectively for acquisition-related expenses for both transactions which were recorded as a component of selling, general and administrative expenses. Due to the immaterial nature of the acquisitions, both individually, and in the aggregate, the Company did not include the full year pro-forma results of operations for the acquisition year or previous years.

F-15

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

	APPI				SCI
($ in thousands)	Fair Value		Weighted Average Useful Life (Years)		Fair Value		Weighted Average Useful Life (Years)
Amortizable intangible assets:
Customer relationships	$	300		10	$	7,900		8
Other		180		4		2,700		14
Total amortizable intangible assets	$	480			$	10,600

The SCI purchase agreement contained a provision for contingent consideration requiring the Company to pay the former owners an amount not to exceed $500 upon achieving certain performance targets. The Company recorded $190 in Accrued and other current liabilities as the best estimate of fair value of the contingent consideration on the opening balance sheet. The fair value estimate was considered a Level 3 measurement in accordance with the fair value hierarchy and the range of possible outcomes did not differ materially from the amount recorded. The performance target period of one year expired during fiscal 2015 and the performance conditions were not met. As such, the Company recorded a reversal of the contingent liability as a component of selling, general and administrative expense.

Fiscal 2014 Transactions—On October 11, 2013, PPC acquired substantially all of the assets of EP Lenders II, LLC d/b/a Ridgeline. The aggregate purchase price for the assets was $39,787. The purchase price was funded from borrowings under the ABL Credit Facility. Ridgeline manufactures and sells PVC conduit, fittings, elbows and plumbing products, which complements the Company’s current conduit businesses in the Company’s Electrical Raceway reportable segment. The Company incurred approximately $267 during fiscal 2014 for acquisition-related expenses which were recorded as a component of selling, general and administrative expenses. Due to the immaterial nature of the acquisition, the Company did not included full year pro-forma results of operations for the acquisition year.

The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the October 11, 2013 acquisition date:

(in thousands)	Ridgeline
Fair value of consideration transferred:
Cash consideration	$	39,787
Fair value of assets acquired and liabilities assumed:
Accounts receivable		3,445
Inventories		2,510
Intangible assets		15,890
Fixed assets		10,551
Accounts payable		(2,218	)
Net assets acquired		30,178
Excess purchase price attributed to goodwill acquired	$	9,609

The acquisition resulted in the recognition of $9,609 of goodwill, which was nondeductible for income tax purposes. The goodwill arising from the acquisition consisted largely of the synergies and economies of scale expected from combining the acquisitions with current businesses.

F-16

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

	Ridgeline
($ in thousands)	Fair Value		Weighted Average Useful Life (Years)
Amortizable intangible assets:
Customer relationships	$	15,600		10
Other		290		2
Total amortizable intangible assets	$	15,890

3. RELATED PARTY TRANSACTIONS

Transactions between the Company, CD&R and affiliates of CD&R and Tyco are considered related party.

In December 2010, the CD&R Investor acquired a majority stake in the Company (the “CD&R Acquisition”). In connection with the CD&R Acquisition, the Company, AIH and AII entered into a consulting agreement (the “Consulting Agreement”) with CD&R. Prior to April 9, 2014, the Company paid a $6,000 annual advisory fee to CD&R and Tyco based on their pro-rata ownership percentages. The fees were paid quarterly, in advance and recorded as a component of selling, general and administrative expenses in the Company’s consolidated statement of operations. As a result of the sale of Tyco’s ownership interest on April 9, 2014, the Company’s consulting fee paid to Tyco was prorated through April 9, 2014. Tyco is no longer considered a related party and is not reported as such for periods after April 9, 2014. Additionally, CD&R’s annual consulting fee was reduced to $3,500.

In connection with the IPO on June 15, 2016, the Company entered into an agreement with CD&R to terminate the Consulting Agreement, including the ongoing consulting fees and paid CD&R a fee of $12,800 . The consulting and termination fees were $15,425, $3,500 and $4,854 for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014, respectively.

Additionally, affiliates of CD&R owned equity positions in one of the Company’s customers until fiscal 2014 and another of the Company’s customers until fiscal 2015. The following table presents information regarding related party transactions with these customers:

	Fiscal Year Ended
	September 26, 2014
(in thousands)	Tyco and affiliates		CD&R affiliates
Net sales	$	5,933	$	105,681
Cost of sales		4,943		78,019

4. INVENTORIES, NET

(in thousands)	September 30, 2016			September 25, 2015
Purchased materials and manufactured parts, net	$	47,754		$	42,562
Work in process, net		17,082			13,360
Finished goods, net		115,062			111,743
LIFO reserve		(18,433	)		(5,741	)
Inventories, net	$	161,465		$	161,924

F-17

The Company records inventory at the lower of cost or market (primarily last in, first out, or “LIFO”) or market value for a majority of the Company. Approximately 87% and 80% of the Company’s inventories are valued at the lower of LIFO cost or market at September 30, 2016 and September 25, 2015, respectively.

As of September 30, 2016 and September 25, 2015, the excess and obsolete inventory reserve was $8,447 and $10,201, respectively.

5. PROPERTY, PLANT AND EQUIPMENT

As of September 30, 2016 and September 25, 2015, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)	September 30, 2016			September 25, 2015
Land	$	12,804		$	13,294
Buildings and related improvements		103,256			104,315
Machinery and equipment		245,011			231,237
Leasehold improvements		6,498			5,572
Construction in progress		6,148			10,582
Property, plant and equipment		373,717			365,000
Accumulated depreciation		(171,025	)		(140,716	)
Property, plant and equipment, net	$	202,692		$	224,284

Depreciation expense for fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014 totaled $32,779, $37,362 and $37,837, respectively.

6. GOODWILL AND INTANGIBLE ASSETS

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

	Segment
(in thousands)	Electrical Raceway			Mechanical Products & Solutions			Total
Balance as of September 26, 2014
Goodwill	$	75,253		$	82,189		$	157,442
Accumulated impairment losses		—			(43,000	)		(43,000	)
Total		75,253			39,189			114,442
Goodwill acquired during year		5,311			—			5,311
Impairment losses		(3,924	)		—			(3,924	)
Total	$	76,640		$	39,189		$	115,829
Balance as of September 25, 2015
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses		(3,924	)		(43,000	)		(46,924	)
Total	$	76,640		$	39,189		$	115,829
Balance at September 30, 2016
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses		(3,924	)		(43,000	)		(46,924	)
Total	$	76,640		$	39,189		$	115,829

F-18

The Company assesses the recoverability of goodwill on an annual basis in accordance with ASC 350, “Intangibles—Goodwill and Other.” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value. This assessment employs a two-step approach. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If a reporting unit’s carrying amount exceeds its fair value, a goodwill impairment may exist. The second part of the test compares the implied fair value of goodwill with its carrying amount.

The assumptions used in the goodwill impairment testing process involve various judgments and estimates, and are subject to inherent uncertainties and subjectivity. The analysis estimates numerous factors, including future sales, gross profit, selling, general and administrative expense rates and capital expenditures. These estimates are based on the Company’s business plans and forecasts. These estimated cash flows are then discounted, which necessitates the selection of an appropriate discount rate. The discount rate used reflects the market-based estimates of the risks associated with the projected cash flows of the reporting unit.

The Company had no goodwill impairments in the fiscal year ended September 30, 2016. As of September 30, 2016, the fair values of the reporting units exceed their respective carrying amount by 10% or more. A 10% decrease in the discounted cash flows utilized in Step 1 for each of the remaining reporting units would not have changed our determination that the fair value of each reporting unit was in excess of its carrying value.

During fiscal 2015, the Company’s acquisition of SCI was treated as a separate reporting unit for which all of the goodwill ascribed from the purchase price allocation was assigned. SCI’s fiscal 2015 operating performance was below the Company’s initial projections. Post-acquisition, SCI’s net sales and earnings degraded in part due to a shift in the mix of products sold to a key customer. This customer historically purchased a disproportionate amount of higher margin product for use in a particular geographic end market. During the year, the volume shifted to lower margin product. Additionally, the customer began fulfilling a portion of their demand from a second source. The shift in product mix and volume decline prompted the Company to revisit the long-term projected forecast for this customer and its relative impact on the entire reporting unit.

The Company’s revised long-term projections were used in Step 1 of the goodwill impairment analysis. The first step of the goodwill impairment test indicated that the carrying value of the reporting unit, including goodwill, exceeded the fair value of the reporting unit requiring the second step of the test in the fourth quarter. The implied fair value in Step 2 revealed a $3,924 non-cash impairment, which is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. As a result, there is no more goodwill ascribed to this reporting unit. The non-cash impairment charge was recorded as a component of asset impairment charges in the Company’s consolidated statements of operations during fiscal 2015.

The Company concluded that the circumstances surrounding this customer constituted a triggering event in accordance with ASC 360, “Property, Plant & Equipment.” The Company compared the estimated undiscounted cash flows of the finite-lived customer relationship intangible asset to its carrying value to assess the recoverability. As the undiscounted cash flows related to the customer relationship intangible asset exceeded its carrying value, the Company did not proceed to the second step of the impairment test.

In fiscal 2014, the Company recorded a $43,000 non-cash impairment charge related to a reporting unit in our MP&S reportable segment. The resulting implied fair value of goodwill is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. This non-cash goodwill impairment was driven by changes in market conditions, the reporting unit’s actual results in fiscal 2014 that were below amounts estimated in fiscal 2013 and revisions to the reporting unit’s growth projections. Although this market had improved in 2014, the recovery related to steel products was expected to be slower compared to markets that buy copper and PVC products. The non-cash impairment charge was recorded as a component of asset impairment charges in the Company’s consolidated statements of operations.

F-19

Intangible Assets—The Company also assesses the recoverability of its indefinite-lived trade names on an annual basis or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value, in accordance with ASC 350. The Company uses the relief from royalty method, an income approach method, to quantify the fair value of its trade names. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if triggering events occur. In fiscal 2016 and 2015, there were no trade names whose carrying values were in excess of their fair values. In fiscal 2014, two of the Company’s trade names, Razor Ribbon and Columbia MBF, in our MP&S reporting unit had carrying values in excess of their fair values. There is no second step when measuring impairment of indefinite-lived intangible assets. The Company recorded a $939 non-cash impairment charge for the year ended September 26, 2014 related to the Razor Ribbon and Columbia MBF trade names related to our MP&S reporting units, which is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. This impairment was recorded prior to conducting the second step of the goodwill impairment test. The impairment was due to a contraction in the long-term growth projections of products sold under these trade names.

The Company also considered potential impairment indicators associated with other finite-lived intangible assets, including its customer relationships, patents, and non-compete agreements. An impairment is recognized if the carrying value of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The Company’s key customers are primarily wholesale and national distributors. The terms of these relationships are based on purchase orders and are not contractually based. Customer relationships are amortized over their useful lives, ranging from 6 to 14 years. The Company evaluates the appropriateness of remaining useful lives based on customer attrition rates. Other intangible assets are amortized over their estimated useful lives, ranging from 2 to 20 years. The Company did not have a triggering event during fiscal 2016 and 2015.

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

			September 30, 2016							September 25, 2015
($ in thousands)	Weighted Average Useful Life (Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable Intangible Assets:
Customer relationships		12	$	249,245	$	(97,484	)	$	151,761	$	249,245	$	(77,112	)	$	172,133
Other		7		16,943		(7,647	)		9,296		16,943		(5,781	)		11,162
Total				266,188		(105,131	)		161,057		266,188		(82,893	)		183,295
Indefinite-lived Intangible Assets:
Trade names				93,880		—			93,880		93,880		—			93,880
Total			$	360,068	$	(105,131	)	$	254,937	$	360,068	$	(82,893	)	$	277,175

Amortization expense for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014 was $22,238, $22,103 and $20,857, respectively. Expected amortization expense for intangible assets over the next five years and thereafter is as follows:

2017	21,817
2018	21,399
2019	21,235
2020	21,256
2021	20,558
Thereafter	54,792

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

F-20

7. ACCRUED AND OTHER CURRENT LIABILITIES

As of September 30, 2016 and September 25, 2015, accrued and other current liabilities were comprised of:

(in thousands)	September 30, 2016		September 25, 2015
Accrued compensation and employee benefits	$	34,331	$	31,146
Accrued transportation costs		12,348		13,627
Accrued interest		—		9,890
Deferred gain on sale of investment		9,088		9,121
Product liability		1,550		2,700
Accrued professional services		7,038		6,535
Accrued restructuring		1,380		4,413
Other		21,376		19,840
Accrued and other current liabilities	$	87,111	$	97,272

8. DEBT

Debt as of September 30, 2016 and September 25, 2015 was as follows:

(in thousands)	September 30, 2016			September 25, 2015
First lien loan due April 9, 2021	$	409,200		$	414,150
Second lien loan due October 9, 2021		229,460			248,036
Deferred financing costs		(8,347	)		(11,622	)
Other		—			1,644
Total debt	$	630,313		$	652,208
Less: Current portion		1,267			2,864
Long-term debt	$	629,046		$	649,344

Term Loan Facilities—On April 9, 2014, AII entered into a credit agreement for a $420,000 First Lien Term Loan Facility (the “First Lien Term Loan Facility”) and a credit agreement for a $250,000 Second Lien Term Loan Facility (the “Second Lien Term Loan Facility” and together with the First Lien Term Loan Facility, the “Term Loan Facilities”). The First Lien Term Loan Facility was priced at 99.5%, bears interest at a rate of LIBOR plus 3.5% with a LIBOR floor of 1.00%, and matures on April 9, 2021. The Second Lien Term Loan Facility was priced at 99.0%, bears interest at a rate of LIBOR plus 6.75% with a LIBOR floor of 1.00%, and matures on October 9, 2021. All obligations under the Term Loan Facilities are fully and unconditionally guaranteed by AIH and the U.S. subsidiaries owned directly or indirectly by AII.

The Term Loan Facilities contain customary covenants typical for this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions, mergers and consolidations. The Term Loan Facilities also contain customary events of default typical for this type of financing, including, without limitation, failure to pay principal and/or interest when due, failure to observe covenants, certain events of bankruptcy, the rendering of certain judgments, or the loss of any guarantee.

On January 22, 2016, AII redeemed $17,000 of the Second Lien Term Loan Facility at a redemption price of 89.00% of the par value, and $2,000 at a redemption price of 89.75% of the par value. For the fiscal year ended September 30, 2016, the Company recorded a gain on the extinguishment of debt of $1,661.

As of September 30, 2016, the approximate fair value of the First Lien Term Loan Facility was $411,084 and the Second Lien Term Loan Facility was $231,092. In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions for the Term Loan Facilities, which were classified within Level 2 of the fair value hierarchy.

F-21

ABL Credit Facility—The ABL Credit Facility has aggregate commitments of $325,000 and is guaranteed by AIH and the U.S. subsidiaries owned directly or indirectly by AII. AII’s availability under the ABL Credit Facility was $206,917 and $255,755 as of September 30, 2016 and September 25, 2015, respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85% of eligible accounts receivable plus 80% of eligible inventory of each borrower and guarantor, subject to certain limitations. The interest rate on the ABL Credit Facility is LIBOR plus an applicable margin ranging from 1.50% to 2.00%, or an alternate base rate for U.S. Dollar denominated borrowings plus an applicable margin ranging from 0.50% to 1.00%. The ABL Credit Facility matures on October 23, 2018. There were no borrowings outstanding under the ABL Credit Facility as of September 30, 2016 and September 25, 2015, respectively.

The ABL Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. Affirmative covenants include, without limitation, the timely delivery of quarterly and annual financial statements, certifications to be made by AII, payment of obligations, maintenance of corporate existence and insurance, notices, compliance with environmental laws, and the grant of liens. The negative covenants include, without limitation, the following: limitations on indebtedness, dividends and distributions, investments, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and changes in charter documents. Additionally, if the availability under the ABL Credit Facility falls below certain levels, AII would subsequently be required to maintain a minimum fixed charge coverage ratio. AII was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the ABL Credit Facility.

The Company’s remaining financial instruments consist primarily of cash and cash equivalents, accounts receivable and accounts payable.

F-22

9. INCOME TAXES

Significant components of income (loss) from continuing operations and income tax expense for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014 consisted of the following:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015			September 26, 2014
Components of income (loss) before income taxes:
United States	$	78,016	$	(11,739	)	$	(107,722	)
Non-U.S		8,765		3,868			835
Income (loss) before income taxes	$	86,781	$	(7,871	)	$	(106,887	)
Income tax expense (benefit):
Current:
United States:
Federal	$	18,748	$	(2,017	)	$	195
State		4,655		1,562			1,502
Non-U.S:		2,026		1,189			1,874
Current income tax expense (benefit)	$	25,429	$	734		$	3,571
Deferred
United States:
Federal	$	642	$	(3,721	)	$	(31,690	)
State		1,872		(929	)		(2,925	)
Non-U.S:		42		1,000			(1,895	)
Deferred income tax expense (benefit)		2,556		(3,650	)		(36,510	)
Income tax expense (benefit)	$	27,985	$	(2,916	)	$	(32,939	)

The mix of foreign losses and domestic losses, along with rate reconciling items as outlined below, impacts the effective tax rate for the periods. Differences between the statutory federal income tax rate and effective income tax rate are summarized below:

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Statutory federal tax		35	%		35	%		35	%
Adjustments to reconcile to the effective income tax rate:
State income taxes		5	%		1	%		2	%
Nondeductible expenses		2	%		(7	)%		(1	)%
Valuation allowance		1	%		(15	)%		—	%
Foreign rate differential		(2	)%		3	%		—	%
U.S. tax effects of unremitted foreign earnings		—	%		—	%		2	%
Nondeductible goodwill impairment		—	%		—	%		(11	)%
Domestic Manufacturing Deduction		(3	)%		—	%		—	%
Finalization of Federal audits		—	%		—	%		4	%
Prior period adjustments		—	%		(2	)%		—	%
Indemnified uncertain tax benefits		(5	)%		22	%		—	%
Other		(1	)%		—	%		—	%
Effective income tax rate		32	%		37	%		31	%

The Company’s effective tax rate for fiscal 2016 differs from the statutory rate primarily due to a $4,332 tax benefit from the release of indemnified uncertain tax positions, a $2,805 tax benefit for domestic manufacturing deduction, offset by $4,625 of state income tax expense and $1,685 of non-deductible transaction costs.

F-23

The Company’s effective tax rate for fiscal 2015 differs from the statutory rate due to a $1,779 tax benefit from the release of indemnified uncertain tax positions offset by nondeductible expenses and additional valuation allowance against deferred tax assets and foreign jurisdictions in which the deferred tax assets are not expected to be realized.

The Company’s effective tax rate for fiscal 2014 differs from the statutory rate due to $34,577 of nondeductible goodwill impairment, additional federal net operating losses recognized from the closure of a federal audit for prior periods, and the tax benefit from income of certain foreign subsidiaries deemed indefinitely reinvested. The remaining $8,423 of goodwill impairment is deductible for tax purposes.

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

(in thousands)	September 30, 2016			September 25, 2015
Deferred tax assets:
Accrued liabilities and reserves	$	50,221		$	32,494
Tax loss and credit carryforwards		14,138			18,699
Postretirement benefits		14,232			11,481
Inventory		6,526			18,481
Other		1,320			2,425
	$	86,437		$	83,580
Deferred tax liabilities:
Property, plant and equipment	$	(12,785	)	$	(8,458	)
Intangible assets		(70,037	)		(74,649	)
Loss on investment		(5,151	)		(4,248	)
Other		(1,695	)		(2,163	)
	$	(89,668	)	$	(89,518	)
Net deferred tax liability before valuation allowance		(3,231	)		(5,938	)
Valuation allowance		(8,658	)		(7,532	)
Net deferred tax liability	$	(11,889	)	$	(13,470	)

As of September 30, 2016, the Company has $67,790 of state net operating loss carryforwards which expire beginning in 2017 through 2035. In certain non-U.S. jurisdictions the Company has net operating loss carryforwards of $37,369 which have an expiration period ranging from five years to unlimited.

Valuation allowances have been established on net operating losses and other deferred tax assets in Australia, France, Asia Pacific, and other foreign and U.S. state jurisdictions as a result of the Company’s determination that there is less than 50% likelihood that these assets will be realized. Evidence for this determination includes three year cumulative loss positions, future reversal of temporary differences, and expectations of future losses. For fiscal 2016, the Company reassessed the need for a valuation allowance against deferred tax assets in the Company’s Asia Pacific business based on recent earnings and utilization of net operating losses. As a result, the Company released its historic valuation allowance related to the $1,360 of deferred taxes of our Asia Pacific business.

As of September 30, 2016, the Company had unrecognized tax benefits of $3,803 which, if recognized, would positively benefit the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of September 30, 2016 and September 25, 2015, the Company had accrued interest and penalties of $3,035 and $5,497, respectively, in the consolidated balance sheets.

F-24

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

(in thousands)	For the period from September 27, 2013 to September 30, 2016
Balance as of September 27, 2013	$	14,164
Additions based on tax positions related to prior years		134
Settlements		(4,056	)
Balance as of September 26, 2014		10,242
Additions based on tax positions related to prior years		69
Settlements		(2,210	)
Balance as of September 25, 2015		8,101
Additions based on tax positions related to prior years		62
Settlements		(4,360	)
Balance as of September 30, 2016	$	3,803

During fiscal 2016, the balance of unrecognized tax benefits decreased by $4,360 as a result of Tyco completing tax audits and the expiration of the statute of limitations in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions decreased by $2,458.

During fiscal 2015, the balance of unrecognized tax benefits decreased by $2,210 as a result of Tyco completing tax audits and the expiration of the statute of limitations in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions decreased by $596.

During fiscal 2014, Tyco recorded a $3,809 unrecognized tax benefit related to prior period adjustments and $150 unrecognized tax benefit related to state tax filing positions. Tyco administers any audits with various taxing jurisdictions for all periods prior to December 22, 2010. These settlements relate to historical uncertain tax positions which are covered by the Investment Agreement between the Company and Tyco as a result of the Transactions.

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

Jurisdiction	Years Open to Audit
France		2010-2012
U.S.		2010-2015

The Company’s income tax returns are examined periodically by various taxing authorities. The Company’s federal tax return for fiscal 2015 is currently under examination by the Internal Revenue Service, and the Company is currently under examination in various state jurisdictions. Based on the current status of its income tax audits, the Company believes that it is reasonably possible that there would be no material changes to the unrecognized tax benefits in the next twelve months. Should any unrecognized tax benefits be resolved, the Company will seek reimbursement from Tyco under the terms of the Investment Agreement relative to the periods prior to the Transactions.

Other Income Tax Matters—During the fiscal years ended September 30, 2016 and September 25, 2015, the Company made no additional provision for U.S. or non-U.S. income taxes on the undistributed income of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such income.

F-25

During fiscal 2014, the Company recorded a deferred tax benefit of $2,069 related to the reversal of the deferred tax liability established in prior years for U.S. and non-U.S. income taxes on the undistributed income of subsidiaries, which the Company now considers to be indefinitely reinvested.

As of September 30, 2016, certain subsidiaries had approximately $26,749 of undistributed income that the Company intends to permanently reinvest. A liability could arise if the Company’s intention to permanently reinvest such income were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practicable to estimate the additional income taxes related to permanently reinvested income or the basis differences related to investments in subsidiaries.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across its global operations. The Company records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. The Company adjusts these reserves in light of changing facts and circumstances. However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. For uncertain tax liabilities arising in the periods prior to the Transactions that are resolved in a future period, the Company plans to seek repayment from Tyco under the terms of the Investment Agreement. Accordingly, the Company has reflected those liabilities with an offsetting receivable due from Tyco of $5,915 on the consolidated balance sheet as of September 30, 2016. If the Company’s estimate of uncertain tax liabilities arising in the periods following the Transactions proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary.

Under the terms of the Investment Agreement, Tyco has agreed to indemnify and hold harmless the Company and its subsidiaries and their respective affiliates from and against any taxes of the Company with respect to any tax period ending on or before the closing of the Transactions, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the Transactions. In addition, the Company has agreed to indemnify and hold harmless Tyco and its affiliates from and against any liability for any taxes of the Company with respect to any post-Transactions tax period.

10. POSTRETIREMENT BENEFITS

The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain U.S. employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. Contribution amounts are determined based on local regulations and with the assistance of professionally qualified actuaries in the countries concerned. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation.

F-26

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

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Service cost	$	1,894		$	2,509		$	2,783
Interest cost		4,143			4,784			4,850
Expected return on plan assets		(6,318	)		(6,803	)		(6,265	)
Amortization of actuarial loss		722			88			—
Net periodic benefit cost	$	441		$	578		$	1,368
Weighted-average assumptions used to determine net periodic pension cost during the period:
Discount rate		4.2	%		4.2	%		4.6	%
Expected return on plan assets		7.0	%		7.0	%		7.0	%
Rate of compensation increase		N/a			N/a			N/a

The amounts amortized from accumulated other comprehensive loss is as follows:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Amortization of unrecognized actuarial loss	$	722	$	88	$	—

The estimated net actuarial loss for pension benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the fiscal year is expected to be approximately $1,303.

F-27

The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows:

Change in benefit obligations:
Benefit obligations as of September 26, 2014	$	116,648
Service cost		2,509
Interest cost		4,784
Actuarial loss		1,542
Benefits and administrative expenses paid		(4,283	)
Benefit obligations as of September 25, 2015		121,200
Service cost		1,894
Interest cost		4,143
Actuarial loss		10,542
Benefits and administrative expenses paid		(4,627	)
Benefit obligations as of September 30, 2016	$	133,152
Change in plan assets:
Fair value of plan assets as of September 26, 2014	$	99,820
Actual return on plan assets		(3,566	)
Employer contributions		1,103
Benefits and administrative expenses paid		(4,283	)
Fair value of plan assets as of September 25, 2015		93,074
Actual return on plan assets		9,122
Employer contributions		411
Benefits and administrative expenses paid		(4,627	)
Fair value of plan assets as of September 30, 2016	$	97,980
Funded status as of September 30, 2016	$	(35,172	)

	September 30, 2016			September 25, 2015
Amounts recognized in the consolidated balance sheets consist of:
Pension liabilities	$	(35,172	)	$	(28,126	)
Net amount recognized	$	(35,172	)	$	(28,126	)
Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of:
Net actuarial loss	$	(28,205	)	$	(21,189	)
Total loss recognized	$	(28,205	)	$	(21,189	)
Weighted-average assumptions used to determine pension benefit obligations at year end:
Discount rate		3.5	%		4.2	%
Rate of compensation increase		N/a			N/a

In determining the expected return on plan assets, the Company considers the relative weighting of plan assets by class, historical performance of asset classes over long-term periods, asset class performance expectations as well as current and future economic conditions. The Company’s investment strategy for its pension plans is to manage the plans on a going-concern basis. Current investment policy is to maximize the return on assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the security of benefits for participants. For the pension plans, this policy targets a 60% allocation to equity securities and a 40% allocation to debt securities.

F-28

Pension plans have the following weighted-average asset allocations:

	September 30, 2016			September 25, 2015
Asset Category:
Equity securities		52	%		59	%
Debt securities		33	%		40	%
Cash and cash equivalents		15	%		1	%
Total		100	%		100	%

The Company evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk. Such as investments in a single entity, industry, foreign country and individual fund manager. As of September 30, 2016, there were no significant concentrations of risk in the Company’s defined benefit plan assets.

The Company’s plan assets are accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value of assets and their placement within the fair value hierarchy levels. The Company’s asset allocations by level within the fair value hierarchy for the years ended September 30, 2016 and September 25, 2015, are presented in the table below for the Company’s defined benefit plans.

	September 30, 2016								September 25, 2015
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Equity securities:
U.S. equity securities	$	—	$	28,798	$	—	$	28,798	$	9,635	$	26,682	$	—	$	36,317
Non-U.S. equity securities		—		21,754		—		21,754		—		18,990		—		18,990
Fixed income securities:
Government and government agency securities		—		7,688		—		7,688		—		17,890		—		17,890
Corporate debt securities		—		16,230		—		16,230		—		18,791		—		18,791
Mortgage and other asset-backed securities		—		8,454		—		8,454		—		376		—		376
Cash and cash equivalents		15,056		—		—		15,056		710		—		—		710
Total	$	15,056	$	82,924	$	—	$	97,980	$	10,345	$	82,729	$	—	$	93,074

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

Fixed income securities consist primarily of government and agency securities, corporate debt securities, and mortgage and other asset-backed securities. When available, fixed income securities are valued at the closing price reported in the active market in which the individual security is traded. Government and agency securities and corporate debt securities are valued using the most recent bid prices or occasionally the mean of the latest bid and ask prices when markets are less liquid. Asset-backed securities including mortgage-backed securities are valued using broker/dealer quotes when available. When quotes are not available, fair value is determined by

F-29

utilizing a discounted cash flow approach, which incorporates other observable inputs such as cash flows, underlying security structure and market information including interest rates and bid evaluations of comparable securities. As of September 30, 2016 and September 25, 2015, the Company did not have any Level 3 pension assets. Certain fixed income securities are held within commingled funds, which are valued utilizing NAV as determined by the custodian of the fund. These values are based on the fair value of the underlying net assets owned by the fund.

Cash and cash equivalents consist primarily of short-term commercial paper, and other cash or cash-like instruments including settlement proceeds due from brokers, stated at cost, which approximates fair value.

Transfers between levels of the fair value hierarchy (the “hierarchy”) are recognized on the actual date of the event or circumstance giving rise to the transfer, which generally coincides with the Company’s valuation process. There were no transfers between levels of hierarchy during the fiscal years ended September 30, 2016 and September 25, 2015.

The strategy of the Company’s investment managers with regard to the investments valued using NAV or its equivalent is to either match or exceed relevant benchmarks associated with the respective asset category. The underlying investment funds are available to be redeemed on a daily basis. None of the investments valued using NAV or its equivalent contain any redemption restrictions or unfunded commitments.

The Company’s funding policy is to make contributions in accordance with appropriate laws and customs. The Company contributed $411 and $1,103 to its pension plans for the fiscal years ended September 30, 2016 and September 25, 2015.

The Company anticipates that it will contribute at least the minimum required contribution of $575 to its pension plans in fiscal 2017.

During the year ended September 26, 2014, the Company signed a new collective bargaining agreement with the United Steel Workers Local 9777-18. Effective April 10, 2017, the new agreement freezes the defined benefit pension plan whereby participants will no longer accrue credited service.

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

(in thousands)
2017	$	4,926
2018		5,338
2019		5,659
2020		6,040
2021		6,358
2022-2026		35,361

Defined Contribution Retirement Plans- The Company also sponsors several defined contribution retirement plans—the 401(k) matching programs. Expense for the defined contribution plans is computed as a percentage of participants’ compensation and was $2,817, $2,741 and $3,162 for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014, respectively.

Multi-Employer Plan- The Company has a liability of $6,507 as of September 30, 2016 and $6,778 as of September 25, 2015 representing the Company’s proportionate share of a multi-employer pension plan which was exited prior to fiscal 2015.

F-30

11. COMMON AND PREFERRED STOCK

As of September 30, 2016 and September 25, 2015, the Company had 1,000,000 shares of common stock authorized and 62,458 and 62,453 shares issued and outstanding, respectively.

Common Stock—Holders of Common Stock are entitled to cast one vote for each share held of record on all matters submitted to a vote of the stockholders. Additionally, holders of Common Stock are entitled to receive, on a pro rata basis, dividends and distributions, if any, that the Company’s board of directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any.

Preferred Stock—On December 22, 2010, CD&R acquired shares of a newly created class of Preferred Stock. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). The Preferred Stock is entitled to a 12% fixed, cumulative dividend paid quarterly if and when declared by the board of directors in cash or shares of Preferred Stock at the Company’s option. The Company paid all dividends on Preferred Stock in additional shares of Preferred Stock (“Preferred Dividends”) and dividends on an as-converted basis when declared on Common Stock (“Participating Dividends”).

On April 9, 2014, the Preferred Stock and accumulated Preferred Dividends converted into Common Stock. As of the conversion date, the Company had issued 452,630 shares of Preferred Stock, which included $146,630 of Participating Dividends to CD&R. The Preferred Dividends had a liquidation preference of $1 per share of Preferred Stock, equal to the issuance price.

12. EARNINGS PER SHARE

As described in Note 1, “Basis of Presentation and Summary of Significant Accounting Policies”, the Company issued Common Stock and Preferred Stock on December 22, 2010. The Preferred Stock was entitled to Preferred Dividends and Participating Dividends. Each fiscal quarter, beginning with the quarter ended December 23, 2012, the Company declared and issued the Preferred Dividend in kind. On April 9, 2014, CD&R converted all of its Preferred Stock to Common Stock.

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For the year ended September 26, 2014 when the Preferred Stock was outstanding, the Company computed earnings (loss) per share using the two-class method, which is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company’s Preferred Stock had rights to Participating Dividends, requiring the Company to use the two-class method. However, as holders of Preferred Stock were not required to fund losses, no allocation of the loss available to common stockholders was made. For subsequent years, the Company is no longer required to use the two-class method as its capital structure contains Common Stock only.

F-31

Diluted earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common stock outstanding during the period, adjusted to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common been issued. The dilutive effect of stock options and restricted stock units are reflected in diluted net income (loss) per share by applying the treasury stock method for the year ended September 30, 2016. There are no other potentially dilutive instruments outstanding. For the years ended September 25, 2015 and September 26, 2014, as the Company settled all employee stock options in cash, the potential issuance of shares of common stock related to these options did not affect diluted shares.

	Fiscal Year Ended
(in thousands, except per share data)	September 30, 2016		September 25, 2015			September 26, 2014
Basic and Diluted Earnings (Loss) per Share Numerator:
Net income (loss)	$	58,796	$	(4,955	)	$	(73,948	)
Convertible preferred stock and dividends		—		—			29,055
Net income (loss) attributable to common stockholders	$	58,796	$	(4,955	)	$	(103,003	)
Basic and Diluted Earnings (Loss) per Share Denominator:
Weighted-average shares outstanding—Basic		62,486		62,527			50,998
Weighted-average shares outstanding—Diluted		62,820		62,527			50,998
Earnings (loss) Per Share Available to Common Stockholders
Basic	$	0.94	$	(0.08	)	$	(2.02	)
Diluted	$	0.94	$	(0.08	)	$	(2.02	)

13. STOCK INCENTIVE PLAN

On June 10, 2016, the Company’s Board of Directors adopted the Atkore International Group Inc. 2016 Omnibus Incentive Plan (“Omnibus Incentive Plan”) and terminated the Atkore International Group Inc. Stock Incentive Plan (the “Stock Incentive Plan”) to future grants. The Stock Incentive Plan had been designed for stock purchases and grants of other equity awards, including non-qualified stock options, restricted stock and restricted stock units (“RSUs”), to officers and key employees. Awards previously granted under the Stock Incentive Plan were unaffected by the termination.

The Omnibus Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, stock purchase rights, restricted stock, restricted stock units, performance shares, performance units, stock appreciation rights (“SARs”), dividend equivalents and other stock-based awards to directors, offices, other employees and consultants. A maximum of 3.8 million shares of common stock is reserved for issuance under the Omnibus Incentive Plan. Stock options granted under the Omnibus Incentive Plan vest ratably over three years. Stock options granted under the Stock Incentive Plan vested ratably over five years. All options and rights have a ten year life.

During the fiscal year ended September 26, 2014, the Company’s Board of Directors modified the Stock Incentive Plan. The modification provided the Company discretion to net settle stock option awards in cash and triggered a change from equity accounting to liability accounting for all remaining outstanding options. The Company utilized equity valuations based on comparable publicly-traded companies, discounted free cash flows, an analysis of the Company’s enterprise value and any other factors deemed relevant in estimating the fair value of the common stock. The fair values of outstanding options were remeasured each reporting period using the Black-Scholes model.

On June 9, 2016, the Company’s Registration Statement on Form S-1 relating to an IPO of our common stock was declared effective by the SEC and on June 15, 2016, we completed the IPO at a price to the public of $16.00 per share. On July 27, 2016, the Company’s Board of Directors modified the Omnibus Incentive Plan and

F-32

terminated the net settlement feature, requiring the stock option holders to exercise in an open market. The modification triggered a change from liability accounting to equity accounting for all remaining outstanding stock options and the Company reclassified $43,870 from non-current liabilities to additional-paid-in-capital. There were 63 employees affected by this modification. The Company marked the options to their fair value as of July 27, 2016 using the Black-scholes option pricing model resulting in $2.4 million of additional expense for vested options. In accordance with ASC Topic 718 “Compensation—Stock Compensation”, stock compensation expense is recorded on a straight-line basis over the remaining vesting period based on the grant-date fair value of the option, determined using the Black-Scholes option pricing valuation model.

The assumptions used in the Black-Scholes option pricing model to value the options granted and modified were as follows:

	Fiscal Year Ended
	September 30, 2016			September 25, 2015			September 26, 2014
Expected dividend yield		—	%		—	%		—	%
Expected volatility		40	%		35	%		55	%
Range of risk-free interest rates		0.74% - 1.27	%		0.85% - 1.74	%		1.23% - 2.09	%
Range of expected option lives		2.09 - 6.37 years			2.51 - 6.35 years			3.42 - 6.34 years

Dividends are not paid on common stock. Expected volatility is based on historical volatilities of comparable companies. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. The expected life of options represents the weighted-average period of time that options granted are expected to be outstanding, giving consideration to vesting schedules and expected exercise patterns.

Stock option activity for the period September 27, 2013 to September 30, 2016 was as follows:

(share amounts in thousands)	Shares			Weighted-Average Exercise Price		Aggregate Intrinsic Value			Weighted-Average Remaining Contractual Term (in years)
Outstanding as of September 27, 2013		6,462		$	7.30					7.9
Granted		1,828			8.57					9.6
Exercised		(77	)		7.30	$	(140	)		—
Forfeited		(540	)		7.30					—
Outstanding as of September 26, 2014		7,673			7.59					8.3
Granted		290			9.04					9.5
Exercised		(500	)		7.30	$	(914	)		—
Forfeited		(717	)		7.30					—
Outstanding as of September 25, 2015		6,746			7.70					7.4
Granted		72			15.79					9.7
Exercised		(18	)		7.95	$	(43	)		—
Forfeited		(136	)		8.84					—
Outstanding as of September 30, 2016		6,664			7.77	$	73,095			6.3
Vested as of September 30, 2016		4,260			7.53	$	47,777			5.8
Shares expected to vest as of September 30, 2016		2,404

There were 6.7 million and 6.7 million options issued and outstanding under the Omnibus Incentive Plan and the Stock Incentive Plan as of September 30, 2016 and September 25, 2015, respectively. Compensation expense related to stock-based compensation plans was $21,127, $13,523 and $8,398 for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014, respectively. Compensation expense is included in selling, general and administrative expenses.

F-33

The number of options exercised during the fiscal year ended September 30, 2016, September 25, 2015 and September 26, 2014 were 18, 500 and 77, respectively. The amount of cash the Company paid to settle the options exercised during the fiscal year ended September 30, 2016, September 25, 2015 and September 26, 2014 was $43, $914 and $140, respectively.

As of September 30, 2016, there was $17,161 of total unrecognized compensation expense related to non-vested options granted. The compensation expense is expected to be recognized over a weighted-average period of approximately 2.1 years.

In April 2015, the Company issued 11 RSUs to certain non-employee members of its Board of Directors. The RSUs had a grant-date fair value of $9.12 upon issuance and were fully vested on the grant date. In December 2015, the Company issued 23 RSUs to the new non-employee member of its Board of Directors. The RSUs had a grant-date fair value of $13.14 upon issuance and were fully vested on the grant date.

14. FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company’s assets and liabilities to be adjusted to fair value on a recurring basis are cash equivalents and assets held for sale.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis. The Company recognized impairment of certain property, plant and equipment and goodwill during the year ended September 25, 2015, requiring these assets to be recorded at their fair value. Various techniques and methods were used to value the Level 2 and Level 3 assets and liabilities.

The Company separately discloses the fair value of any debt-related obligations within Note 8, “Debt”.

The Company valued certain property, plant and equipment and assets held for sale based upon the estimated sales price less costs to dispose as of September 30, 2016 and September 25, 2015. Selling price is estimated based on market transactions for similar assets. The significant unobservable input used in the fair value measurement of certain property, plant and equipment and assets held for sale is the estimated selling price. Changes in the estimated selling price would not have a significant impact on the estimated fair value.

As of September 25, 2015, our SCI goodwill was valued using a combination of three valuation approaches: (a) an income approach using a discounted cash flow analysis; (b) a market approach using a comparable company analysis; (c) a market approach using a transaction analysis. The implied fair value in Step 2 was $0, resulting in a $3,924 non-cash impairment. See Note 6, “Goodwill and Intangible Assets”.    

The following table presents the assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and September 25, 2015 in accordance with the fair value hierarchy:

	September 30, 2016						September 25, 2015
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	167,006	$	—	$	—	$	54,032	$	—	$	—

The following table presents the assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2016 or September 25, 2015 in accordance with the fair value hierarchy:

	September 30, 2016						September 25, 2015
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Property, plant and equipment	$	—	$	—	$	—	$	—	$	—	$	5,500
Assets held for sale		—		—		6,680		—		—		3,313
Goodwill		—		—		—		—		—		—

F-34

15. RESTRUCTURING CHARGES AND ASSET IMPAIRMENTS

Severance—On August 6, 2015, the Company announced plans to exit its Fence and Sprinkler steel pipe and tube product lines (“Fence and Sprinkler”) in order to realign its long-term strategic focus. The operations associated with these product lines were wound down during the first quarter of fiscal 2016. As a result, one of the Company’s facilities that manufactures these product lines, located in Philadelphia, Pennsylvania, closed during the first quarter of 2016. The Company’s Phoenix, AZ facility, which also supported these product lines, reduced manufacturing output as a result of this announcement. Management of and administrative services for these product lines resided in the Company’s Harvey, IL facility.

The Fence and Sprinkler exit resulted in headcount reductions in the Company’s Philadelphia, Phoenix and Harvey facilities. The Company recorded $630 and $3,681 of severance-related expenses for the fiscal year ended September 30, 2016 and September 25, 2015 related to the headcount reductions.

During fiscal 2014, the Company recorded involuntary employee termination benefits pursuant to a benefit arrangement. The Company recorded $999 of severance-related expense for the year ended September 26, 2014.

During fiscal 2013, the Company committed to close the Company’s Acroba S.A.S. (“Acroba”) subsidiary’s facility in Reux, France as part of the Company’s continuing effort to realign its strategic focus. The Company recorded restructuring charges of $778 and $1,301 related to termination benefits during the fiscal years ended September 30, 2016 and September 26, 2014, respectively. The remaining severance payments of $841 are expected to be completed during fiscal 2017 and are included as a component of accrued expenses.

Other—During fiscal 2016, the Company recorded $2,066 of facility-related and other charges related to the closure of the Philadelphia, Pennsylvania facility. The Company also recorded impairment charges of $129 for the write-down of prepaid shop supplies during the fiscal year ended September 30, 2016 related to Fence and Sprinkler. During the fiscal year ended September 25, 2015, the Company recorded $19,495 of asset impairment charges related to property, plant and equipment and $4,518 for the write-down of prepaid shop supplies as a component of asset impairment charges and $664 of inventory write-down recorded as a component of cost of sales. The charges represent adjustments of the carrying values to current fair values.

The Company recorded an impairment charge of $553 for the year ended September 26, 2014 related to the closing of its facility in Reux, France. The facility was sold during fiscal 2015 at carrying value.

The rollforward of restructuring reserves included as a component of accrued expenses is as follows:

	Electrical Raceway						Mechanical Products & Solutions						Corporate
(in thousands)	Severance			Other			Severance			Other			Severance			Other			Total
Balance as of September 27, 2013	$	—		$	—		$	1,971		$	—		$	—		$	—		$	1,971
Charges		—			—			1,301			—			999			—			2,300
Utilization		—			—			(2,236	)		—			(406	)		—			(2,642	)
Reversals / exchange rate effects		—			—			(37	)		—						—			(37	)
Balance as of September 26, 2014	$	—		$	—		$	999		$	—		$	593		$	—		$	1,592
Charges		—			200			3,680			846			1			62			4,789
Utilization		—			(200	)		(907	)		(102	)		(577	)		—			(1,786	)
Reversals / exchange rate effects		—			—			(55	)		(124	)		(2	)		(1	)		(182	)
Balance as of September 25, 2015	$	—		$	—		$	3,717		$	620		$	15		$	61		$	4,413
Charges		28			—			1,468			2,583			—			199			4,278
Utilization		(28	)		—			(4,157	)		(2,542	)		(11	)		(260	)		(6,998	)
Reversals / exchange rate effects		—			—			(187	)		(122	)		(4	)		—			(313	)
Balance as of September 30, 2016	$	—		$	—		$	841		$	539		$	—		$	—		$	1,380

F-35

The net restructuring charges included in selling, general and administrative expense were as follows:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Total restructuring charges, net		3,967		4,766		2,263

16. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of September 30, 2016, such obligations were $72,751 for fiscal 2017, $1,685 for fiscal 2018 and $1,175 thereafter. These amounts represent open purchase orders for materials used in production.

The Company leases certain facilities and equipment under operating leases. Total rental expense on all operating leases was $11,934, $11,721 and $12,659 in fiscal 2016, 2015, and 2014, respectively. At September 30, 2016, minimum future operating lease payments in excess of one year are presented in the table below as follows:

Minimum future operating lease payments:
2017	$	8,659
2018		10,002
2019		6,873
2020		6,306
2021		5,368
2022 and thereafter		14,097
Total	$	51,305

Legal Contingencies—The Company is a defendant in a number of pending legal proceedings, some of which were inherited from its former parent, Tyco International Ltd. (“Tyco”), including certain product liability claims. Several lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company’s anti-microbial coated steel sprinkler pipe (“ABF”), which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride (“CPVC”) and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which we refer to collectively as the “Special Products Claims.” After an analysis of claims experience, the Company reserved its best estimate of the probable and reasonably estimable losses related to these matters. The Company’s product liability reserve related to Special Products Claims matters were $3,273 and $2,783 as of September 30, 2016 and September 25, 2015, respectively. The Company separately reserves for other product liability matters that do not involve Special Products Claims. The Company’s other product liability reserves were $1,678 and $2,666 as of September 30, 2016 and September 25, 2015, respectively. The Company believes that the range of probable losses for Special Products Claims and other product liabilities is between $3,000 and $10,000.

On November 16, 2015, the Company was served with a Special Products Claim, Wind Condominium Association, Inc., et al. v. Allied Tube & Conduit Corporation, et al. (the “Wind Condominium Action”), a putative class action claim filed in the Southern District of Florida which defined a “National Class” and a “Florida Subclass” consisting of all condominium associations and building owners who had ABF and/or ABF II installed in combination with CPVC from January 1, 2003 through December 31, 2010 nationwide and in Florida, respectively. The plaintiffs sought to recover monetary damages for the replacement and repair of fire suppression systems and any damaged real property or personal property, as well as consequential and incidental damages. The Wind Condominium Action was dismissed voluntarily by plaintiffs on August 3, 2016. The named plaintiffs in the Wind Condominium Action are pursuing their claims individually or in state court. At this time,

F-36

the Company does not expect the outcome of the Special Products Claims proceedings, or any other proceeding, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all claims, including for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.

In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company’s business. These matters generally relate to disputes arising out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows. The Company also has legal liabilities related to non-product liability matters totaling $1,778 as of September 30, 2016.

17. GUARANTEES

The Company has outstanding letters of credit totaling $7,310 supporting workers’ compensation and general liability insurance policies, and $1,500 supporting foreign lines of credit. The Company also has outstanding letters of credit totaling $9,121 as collateral for four advance payments it has received pursuant to the sale of its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. Pursuant to this matter, the Company received all four payments as of September 25, 2015. The bank guarantees will be canceled when the transfer of ownership is complete. As of September 30, 2016, the risk and title transfer was not complete. The Company also has surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $23,451 as of September 30, 2016.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect the Company’s business, financial condition, results of operations or cash flows.

18. ASSETS HELD FOR SALE

(in thousands)	September 30, 2016		September 25, 2015
Assets held for sale	$	6,680	$	3,313

During fiscal 2015, the Company exited a manufacturing facility located in Philadelphia, PA. The property, plant and equipment were written-down to fair value during the fiscal year ended September 25, 2015. During fiscal 2016, the Company actively marketed the land, building and machinery and equipment. The assets met all

F-37

of the held for sale criteria in accordance with ASC 360—Property, Plant and Equipment during fiscal 2016. Consequently, the Company classified $3,500 of land and building and $1,660 of machinery and equipment as assets held for sale on the Company’s consolidated balance sheets. The Company subsequently sold all of the machinery and equipment at a loss of $10. In a separate transaction, the Company sold a parcel of the vacant land with a carrying value of $133 at a gain of $616. The remaining land and building are still classified as held for sale as of September 30, 2016 with a carrying value of $3,367.

In a prior fiscal year, the Company entered into a share purchase agreement pursuant to which the Company would sell its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of approximately $10,000, which was paid into an escrow account in May 2012. All amounts paid into the escrow account have been distributed and the account has been closed. The total carrying value of the investment is $3,313. The Company will recognize the gain on the sale when transfer of ownership is completed.

19. SEGMENT INFORMATION

The Company has two operating segments, which are also its reportable segments. The Company’s operating segments are organized based upon primary market channels and, in most instances, the end use of products.

Through its Electrical Raceway segment, the Company manufactures products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel (“MR&R”) markets. The vast majority of the Company’s Electrical Raceway net sales are made to electrical distributors, who then serve electrical contractors and the Company considers both to be customers.

Through the MP&S segment, the Company provides products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. The Company’s principal products in this segment are metal framing products and in-line galvanized mechanical tube. Through its metal framing business, the Company designs, manufactures and installs metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the sum of income (loss) from operations before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, gain on extinguishment of debt, interest expense, net, restructuring and impairments, net periodic pension benefit cost, stock-based compensation, legal settlements, ABF product liability impact, consulting fees, transaction costs and other items, such as lower of cost or market inventory adjustments, release of indemnified uncertain tax positions and the impact of foreign exchange gains or losses related to our divestiture in Brazil and the impact from the Fence and Sprinkler exit.

F-38

Intersegment transactions primarily consist of product sales at designated transfer prices on an arms-length basis. Gross profit earned and reported within the segment is eliminated in the Company’s consolidated results. Certain manufacturing and distribution expenses are allocated between the segments due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment.

	Fiscal year ended
	September 30, 2016							September 25, 2015							September 26, 2014
(in thousands)	External Net Sales		Intersegment Sales			Adjusted EBITDA		External Net Sales		Intersegment Sales			Adjusted EBITDA		External Net Sales		Intersegment Sales			Adjusted EBITDA
Electrical Raceway	$	986,407	$	1,718		$	174,588	$	1,004,683	$	896		$	106,717	$	967,105	$	661		$	86,273
Mechanical Products & Solutions		536,977		155		$	88,551		724,485		277		$	79,553		735,733		317		$	59,941
Eliminations		—		(1,873	)				—		(1,173	)				—		(978	)
Consolidated operations	$	1,523,384	$	—				$	1,729,168	$	—				$	1,702,838	$	—

	Capital Expenditures						Total Assets
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014		September 30, 2016		September 25, 2015		September 26, 2014
Electrical Raceway	$	8,298	$	12,210	$	10,873	$	533,732	$	590,999	$	591,098
Mechanical Products & Solutions		6,993		10,918		9,474		375,510		439,037		507,967
Unallocated		1,539		3,721		4,015		255,326		83,763		86,354
Consolidated operations	$	16,830	$	26,849	$	24,362	$	1,164,568	$	1,113,799	$	1,185,419

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

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Operating segment Adjusted EBITDA
Electrical Raceway	$	174,588		$	106,717		$	86,273
Mechanical Products & Solutions		88,551			79,553			59,941
Total	$	263,139		$	186,270		$	146,214
Unallocated expenses(a)		(28,137	)		(22,320	)		(19,617	)
Depreciation and amortization		(55,017	)		(59,465	)		(58,695	)
Interest expense, net		(41,798	)		(44,809	)		(44,266	)
Gain (loss) on extinguishment of debt		1,661			—			(43,667	)
Restructuring & impairments		(4,096	)		(32,703	)		(46,687	)
Net periodic pension benefit cost		(441	)		(578	)		(1,368	)
Stock-based compensation		(21,127	)		(13,523	)		(8,398	)
ABF product liability impact		(850	)		216			(2,841	)
Legal settlements		(1,382	)		—			—
Consulting fees		(15,425	)		(3,500	)		(4,854	)
Transaction costs		(7,832	)		(6,039	)		(5,049	)
Other		(1,103	)		(14,305	)		(12,656	)
Impact of Fence and Sprinkler exit		(811	)		2,885			(5,003	)
Income (loss) before income taxes	$	86,781		$	(7,871	)	$	(106,887	)

F-39

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

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

	Long-lived assets						Net sales
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014		September 30, 2016		September 25, 2015		September 26, 2014
United States	$	204,640	$	232,566	$	263,750	$	1,395,750	$	1,604,788	$	1,570,788
Other Americas		175		132		194		40,573		42,136		43,323
Europe		1,295		1,036		1,417		40,246		38,621		38,422
Asia-Pacific		3,826		4,482		5,269		46,815		43,623		50,305
Total	$	209,936	$	238,216	$	270,630	$	1,523,384	$	1,729,168	$	1,702,838

The table below shows the amount of net sales from external customers for each of our product categories which accounted for 10 percent or more of our consolidated net sales in any of the last three fiscal years:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Metal Electrical Conduit and Fittings	$	331,187	$	320,367	$	300,594
Armored Cable and Fittings		318,279		332,153		341,912
PVC Electrical Conduit & Fittings		258,954		269,808		238,042
Mechanical Pipe		249,811		286,799		282,789
Metal Framing & Fittings		181,954		174,976		176,047
Other		175,383		166,472		170,766
Impact of Fence and Sprinkler		7,816		178,593		192,688
Net sales	$	1,523,384	$	1,729,168	$	1,702,838

20. QUARTERLY OPERATING RESULTS (UNAUDITED)

The following tables presents unaudited selected quarterly financial data for the years ended September 30, 2016 and September 25, 2015. The operating results for any quarter are not necessarily indicative of the results of any future period.

	2016								2015
(in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter(1)		First Quarter			Second Quarter		Third Quarter		Fourth Quarter(2)
Net sales	$	358,375	$	353,046	$	395,724	$	416,239	$	426,401		$	432,586	$	432,367	$	437,814
Gross profit		72,409		91,410		111,521		93,342		55,765			67,446		78,748		70,834
Net income (loss)		8,572		14,007		20,645		15,572		(2,762	)		5,800		19,058		(27,051	)
Net income (loss) per share
Basic(3)	$	0.14	$	0.22	$	0.33	$	0.25	$	(0.04	)	$	0.09	$	0.30	$	(0.43	)
Diluted(3)		0.14		0.22		0.33		0.24		(0.04	)		0.09		0.30		(0.43	)

(1) The three months ended September 30, 2016 included 14 weeks.

(2) Includes asset impairment and restructuring charges related to our exit from Fence and Sprinkler and the closure of a Philadelphia, Pennsylvania manufacturing facility. See Note 15, “Restructuring Charges and Asset Impairments.”

(3) The sum of the quarters may not equal the total of the respective year’s earnings (loss) per share due to changes in the weighted average shares outstanding throughout the year.

F-40

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
(in thousands, except per share data)	December 30, 2016		December 25, 2015
Net sales	$	337,591	$	358,375
Cost of sales		245,586		285,966
Gross profit		92,005		72,409
Selling, general and administrative		43,892		43,841
Intangible asset amortization		5,589		5,517
Operating income		42,524		23,051
Interest expense, net		9,830		9,881
Loss on extinguishment of debt		9,805		—
Income before income taxes		22,889		13,170
Income tax expense		5,507		4,598
Net income	$	17,382	$	8,572
Weighted-Average Common Shares Outstanding
Basic		62,642		62,466
Diluted		65,920		62,466
Net income per share
Basic	$	0.28	$	0.14
Diluted	$	0.26	$	0.14

See Notes to condensed consolidated financial statements.

F-41

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended
(in thousands)	December 30, 2016			December 25, 2015
Net income	$	17,382		$	8,572
Other comprehensive income:
Change in foreign currency translation adjustment		(1,900	)		35
Change in unrecognized loss related to pension benefit plans (See Note 8)		326			180
Total other comprehensive income (loss)		(1,574	)		215
Comprehensive income	$	15,808		$	8,787

See Notes to condensed consolidated financial statements.

F-42

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share data)	December 30, 2016			September 30, 2016
Assets
Current Assets:
Cash and cash equivalents	$	87,973		$	200,279
Accounts receivable, less allowance for doubtful accounts of $958 and $1,006, respectively		158,952			192,090
Inventories, net (see Note 2)		178,836			161,465
Assets held for sale (see Note 14)		3,313			6,680
Prepaid expenses and other current assets		18,818			22,407
Total current assets		447,892			582,921
Property, plant and equipment, net (see Note 3)		198,062			202,692
Intangible assets, net (see Note 4)		249,349			254,937
Goodwill (see Note 4)		115,829			115,829
Deferred income taxes		944			945
Non-trade receivables		7,160			7,244
Total Assets	$	1,019,236		$	1,164,568
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt (see Note 6)	$	4,228		$	1,267
Accounts payable		102,315			114,118
Income tax payable		4,410			2,326
Accrued and other current liabilities (see Note 5)		66,175			87,111
Total current liabilities		177,128			204,822
Long-term debt (see Note 6)		489,519			629,046
Deferred income taxes		12,475			12,834
Other long-term tax liabilities		6,838			6,838
Pension liabilities		34,935			35,172
Other long-term liabilities		17,886			18,610
Total Liabilities		738,781			907,322
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,088,752 and 62,458,367 shares issued and outstanding, respectively		632			626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively		(2,580	)		(2,580	)
Additional paid-in capital		405,687			398,292
Accumulated deficit		(95,760	)		(113,142	)
Accumulated other comprehensive loss		(27,524	)		(25,950	)
Total Equity		280,455			257,246
Total Liabilities and Equity	$	1,019,236		$	1,164,568

See Notes to condensed consolidated financial statements.

F-43

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended
(in thousands)	December 30, 2016			December 25, 2015
Operating activities:
Net income	$	17,382		$	8,572
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on sale of fixed assets and assets held for sale		433			7
Depreciation and amortization		13,628			13,493
Amortization of debt issuance costs and original issue discount		723			909
Deferred income taxes		(357	)		4,549
Loss on extinguishment of debt		9,805			—
Provision (credit) for losses on accounts receivable and inventory		675			(343	)
Stock-based compensation expense		2,720			2,045
Other adjustments to net income		—			(648	)
Changes in operating assets and liabilities		(12,840	)		23,361
Net cash provided by operating activities		32,169			51,945
Investing activities:
Capital expenditures		(3,964	)		(4,663	)
Proceeds from sale of properties and equipment		34			14
Proceeds from sale of other assets		—			458
Proceeds from sale of assets held for sale		3,024			—
Other, net		(20	)		—
Net cash used for investing activities		(926	)		(4,191	)
Financing activities:
Repayments of short-term debt		(4,200	)		(315	)
Repayments of long-term debt		(637,350	)		(1,050	)
Issuance of long-term debt		498,750			—
Payment for debt financing costs and fees		(4,294	)		—
Issuance of common shares		4,680			26
Other, net		—			(1	)
Net cash used for financing activities		(142,414	)		(1,340	)
Effects of foreign exchange rate changes on cash and cash equivalents		(1,135	)		198
(Decrease) increase in cash and cash equivalents		(112,306	)		46,612
Cash and cash equivalents at beginning of period		200,279			80,598
Cash and cash equivalents at end of period	$	87,973		$	127,210
Supplementary Cash Flow information
Capital expenditures, not yet paid	$	173		$	52

See Notes to condensed consolidated financial statements.

F-44

ATKORE INTERNATIONAL GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(dollars and shares in thousands, except per share data)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Ownership Structure—Atkore International Group Inc. (the “Company” or “Atkore”) was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. (“AIH”), which in turn is the sole stockholder of Atkore International, Inc. (“AII”).

Basis of Presentation—The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company’s accounting policies and on the same basis as those financial statements included in the Company’s latest Annual Report on Form 10-K for the year ended September 30, 2016 filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 29, 2016, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company’s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal.

These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.

Description of Business —The Company is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and MP&S (“MP&S”) for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure’s electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications.

Fiscal Periods— The Company has a fiscal year that ends on September 30. It is the Company’s practice to establish quarterly closings using a 4-5-4 calendar. The Company’s fiscal quarters end on the last Friday in December, March and June.

Use of Estimates—The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates.

F-45

Fair Value Measurements—Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows:

Level 1—inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date.

Level 2—inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates.

Level 3—inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models.

Recent Accounting Pronouncements—On January 26, 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. If the carrying amount exceeds the fair value, the Company would recognize an impairment charge not to exceed the total amount of goodwill allocated to that reporting segment. The effective date for public entities will be annual periods beginning after December 15, 2019, the Company’s fiscal 2021. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the financial statements. We do not believe this update will have a material impact on the financial statements.

On November 17, 2016, the FASB issued ASU 2016-18, “Restricted cash,” which provides additional guidance and clarification to the classification and presentation of restricted cash in ASC 230—Statement of Cash Flows. The effective date for public entities will be annual periods beginning after December 15, 2017, the Company’s fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the cash flows.

2. INVENTORIES, NET

The Company records inventory at the lower of cost (primarily last in, first out, or “LIFO”) or market for a majority of the Company. Approximately 82% and 87% of the Company’s inventories are valued at the lower of LIFO cost or market at December 30, 2016 and September 30, 2016, respectively. Interim LIFO determinations, including those at December 30, 2016, are based on management’s estimates of future inventory levels and costs for the remainder of the current fiscal year.

As of December 30, 2016 and September 30, 2016, the excess and obsolete inventory reserve was $8,050 and $8,447, respectively.

F-46

3. PROPERTY, PLANT AND EQUIPMENT

As of December 30, 2016 and September 30, 2016, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)	December 30, 2016			September 30, 2016
Land	$	13,294		$	12,804
Buildings and related improvements		103,322			103,256
Machinery and equipment		244,532			245,011
Leasehold improvements		6,217			6,498
Construction in progress		5,272			6,148
Property, plant and equipment		372,637			373,717
Accumulated depreciation		(174,575	)		(171,025	)
Property, plant and equipment, net	$	198,062		$	202,692

Depreciation expense for the three months ended December 30, 2016 and December 25, 2015 totaled $8,039 and $7,976, respectively.

4. GOODWILL AND INTANGIBLE ASSETS

Goodwill—There were no changes in the carrying amount of goodwill during the three months ended December 30, 2016.

	Operating Segment
(in thousands)	Electrical Raceway			Mechanical Products & Solutions			Total
Balance at December 30, 2016
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses		(3,924	)		(43,000	)		(46,924	)
	$	76,640		$	39,189		$	115,829

The Company assesses the recoverability of goodwill on an annual basis in accordance with Accounting Standards Codification (“ASC”) 350, “Intangibles—Goodwill and Other.” The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value. During the three months ended December 30, 2016 there were no such events or circumstances in accordance with ASC 350; therefore, the Company did not perform a test to assess the recoverability of goodwill.

Intangible assets—The Company also assesses the recoverability of its indefinite-lived trade names on an annual basis or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value, in accordance with ASC 350. The Company uses the relief from royalty method, an income approach method, to quantify the fair value of its trade names. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value. During the three months ended December 30, 2016 there were no such events or circumstances in accordance with ASC 350; therefore, the Company did not perform a test to assess the recoverability of indefinite-lived intangible assets.

F-47

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

			December 30, 2016							September 30, 2016
($ in thousands)	Weighted Average Useful Life (Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer Relationships		12	$	249,245	$	(102,668	)	$	146,577	$	249,245	$	(97,484	)	$	151,761
Other		7		16,943		(8,051	)		8,892		16,943		(7,647	)		9,296
Total				266,188		(110,719	)		155,469		266,188		(105,131	)		161,057
Indefinite-lived intangible assets:
Trade names				93,880		—			93,880		93,880		—			93,880
Total			$	360,068	$	(110,719	)	$	249,349	$	360,068	$	(105,131	)	$	254,937

Amortization expense for the three months ended December 30, 2016 and December 25, 2015 was $5,589 and $5,517, respectively. Expected amortization expense for intangible assets for the remainder of 2017 and over the next five years and thereafter is as follows:

Remaining 2017	$	16,228
2018		21,399
2019		21,235
2020		21,256
2021		20,558
2022		19,746
Thereafter		35,047

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

5. ACCRUED AND OTHER CURRENT LIABILITIES

As of December 30, 2016 and September 30, 2016, accrued and other current liabilities were comprised of:

(in thousands)	December 30, 2016		September 30, 2016
Accrued compensation and employee benefits	$	17,078	$	34,331
Accrued transportation costs		8,835		12,348
Accrued interest		495		—
Deferred gain on sale of investment		9,088		9,088
Product liability		1,550		1,550
Accrued professional services		6,005		7,038
Accrued restructuring		1,089		1,380
Other		22,035		21,376
Accrued and other current liabilities	$	66,175	$	87,111

F-48

6. DEBT

Debt as of December 30, 2016 and September 30, 2016 was as follows:

(in thousands)	December 30, 2016			September 30, 2016
New First Lien Term Loan Facility due December 22, 2023	$	498,750		$	—
First lien loan due April 9, 2021		—			409,200
Second lien loan due October 9, 2021		—			229,460
Deferred financing costs		(5,003	)		(8,347	)
Total debt	$	493,747		$	630,313
Less: Current portion		4,228			1,267
Long-term debt	$	489,519		$	629,046

Term Loan Facilities—On April 9, 2014, AII entered into a credit agreement (the “Initial Credit Agreement”) for a $420,000 First Lien Term Loan Facility (the “Existing First Lien Term Loan Facility”) and a credit agreement for a $250,000 Second Lien Term Loan Facility (the “Second Lien Term Loan Facility”). The Existing First Lien Term Loan Facility was priced at 99.5%, carried an interest rate of LIBOR plus 3.5% with a LIBOR floor of 1.00%, and was to mature on April 9, 2021. The Second Lien Term Loan Facility was priced at 99.0%, carried an interest at a rate of LIBOR plus 6.75% with a LIBOR floor of 1.00%, and was to mature on October 9, 2021.

On December 22, 2016, AII entered into an amendment to the Initial Credit Agreement, which amended and restated the Initial Credit Agreement and provided for a new $500,000 first lien term loan facility (the “New First Lien Term Loan Facility”). Loans under the New First Lien Term Loan Facility bear interest at either LIBOR plus an applicable margin equal to 3.0% or an alternate base rate plus an applicable margin equal to 2.0% and are guaranteed by AIH and the U.S. operating companies owned by AII. The New First Lien Term Loan Facility matures on December 22, 2023, amortizes at a rate of 1.0% per annum and was priced at 99.75%. AII used proceeds from the New First Lien Term Loan Facility and approximately $155 million of available cash to (i) repay all outstanding loans under the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility and (ii) pay related fees and expenses, including accrued interest. For the three months ended December 30, 2016, the Company recorded a $9,805 loss on the extinguishment of the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility.

The New First Lien Term Loan Facility contains customary covenants typical for this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions, mergers and consolidations. The New First Lien Term Loan Facility also contain customary events of default typical for this type of financing, including, without limitation, failure to pay principal and/or interest when due, failure to observe covenants, certain events of bankruptcy, the rendering of certain judgments, or the loss of any guarantee.

As of December 30, 2016, the approximate fair value of the New First Lien Term Loan Facility was $503,750. In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions for the New First Lien Term Loan Facility, which were classified within Level 2 of the fair value hierarchy.

ABL Credit Facility— On December 22, 2016, AII entered into the Fifth Amendment to Credit Agreement and Third Amendment to and Reaffirmation of Guarantee and Collateral Agreement to amend its asset based credit facility (the “ABL Credit Facility”). The amendment, among other things, extended the maturity of the facility to December 22, 2021 and decreased the interest rate margins applicable to loans under the facility to (i) in the case of U.S. dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from 1.25% to 1.75%, or (y) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% or (ii) in the case

F-49

of Canadian dollar-denominated loans, either (x) the BA rate plus an applicable margin ranging from 1.25% to 1.75% or (y) a Canadian prime rate plus an applicable margin ranging from 0.25% to 0.75% . The ABL Credit Facility has aggregate commitments of $325,000 and is guaranteed by AIH and the U.S. operating companies owned by AII. AII’s availability under the ABL Credit Facility was $180,953 and $206,917 as of December 30, 2016 and September 30, 2016, respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85% of eligible accounts receivable plus the lesser of (i) 80% of eligible inventory of each borrower and guarantor and (ii) 85% of the net orderly liquidation value of eligible inventory, subject to certain limitations. There were no borrowings outstanding under the ABL Credit Facility as of December 30, 2016 and September 30, 2016, respectively.

The ABL Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. Affirmative covenants include, without limitation, the timely delivery of quarterly and annual financial statements, certifications to be made by AIH, AII and each of its restricted subsidiaries, payment of obligations, maintenance of corporate existence and insurance, notices, compliance with environmental laws, and the grant of liens. The negative covenants include, without limitation, the following: limitations on indebtedness, dividends and distributions, investments, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and changes in charter documents. Additionally, if the availability under the ABL Credit Facility falls below certain levels, AII would subsequently be required to maintain a minimum fixed charge coverage ratio. AII was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the ABL Credit Facility.

7. INCOME TAXES

For the three months ended December 30, 2016 and December 25, 2015, the Company’s effective income tax rate attributable to income from operations before income taxes was 24.1% and 34.9% respectively. For the three months ended December 30, 2016 and December 25, 2015, the Company’s income tax expense was $5,507 and $4,598, respectively. The decrease in the effective tax rate was primarily due to the excess tax benefit associated with the exercise of stock options recognized which is reflected as a reduction in tax expense in the current period. The tax rate was also favorably impacted due to an increased benefit from the domestic manufacturing deduction.

The Company has recorded a valuation allowance against net operating losses in certain foreign jurisdictions. A valuation allowance is recorded when it is determined to be more likely than not that these assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods.

The Company recognizes the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that it has determined are more likely than not to be realized upon examination. The Company records interest and penalties related to unrecognized tax benefits as a component of provision for income taxes. The Company is fully indemnified by its former parent for uncertain tax positions taken prior to December 22, 2010.

For the three months ended December 30, 2016, the Company made no additional provision for U.S. or non-U.S. income taxes on the undistributed income of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such income.

F-50

8. POSTRETIREMENT BENEFITS

The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain U.S. employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation.

The net periodic benefit cost for the three months ended December 30, 2016 and December 25, 2015 was as follows:

	Three Months Ended
(in thousands)	December 30, 2016			December 25, 2015
Service cost	$	512		$	474
Interest cost		948			1,036
Expected return on plan assets		(1,650	)		(1,580	)
Amortization of actuarial loss		326			180
Net periodic benefit cost	$	136		$	110

The amortization of actuarial loss is included as a component of cost of sales on the Company’s condensed consolidated statements of operations.

Multi-Employer Plan—The Company has a liability of $6,438 as of December 30, 2016 and $6,507 as of September 30, 2016 representing the Company’s proportionate share of a multi-employer pension plan which was exited in a prior year.

9. EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common stock been issued. The dilutive effect of stock options, performance stock units and restricted stock units are reflected in diluted net income per share by applying the treasury stock method. There are no other potentially dilutive instruments outstanding. For the three months ended December 25, 2015, as the Company settled all employee stock options in cash, the potential issuance of shares of common stock related to these options did not affect diluted shares.

	Three Months Ended
(in thousands, except per share data)	December 30, 2016		December 25, 2015
Basic:
Net income	$	17,382	$	8,572
Weighted-average shares outstanding		62,642		62,466
Basic earnings per share	$	0.28	$	0.14
Diluted:
Net income		17,382		8,572
Weighted-average shares outstanding		62,642		62,466
Effect of dilutive securities: Stock options(1)		3,278		—
Weighted-average shares outstanding—Diluted		65,920		62,466
Diluted earnings per share	$	0.26	$	0.14

F-51

(1) Stock option to purchase approximately 3.3 million stock options were outstanding during the three months ended December 30, 2016, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

10. FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company’s assets and liabilities to be adjusted to fair value on a recurring basis are cash equivalents. The Company’s remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature.

The Company separately discloses the fair value of any debt-related obligations within Note 6, “Debt”.

The following table presents the assets and liabilities measured at fair value on a recurring basis as of December 30, 2016 and September 30, 2016 in accordance with the fair value hierarchy:

	December 30, 2016						September 30, 2016
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	56,996	$	—	$	—	$	167,006	$	—	$	—

11. RESTRUCTURING CHARGES

The liability for restructuring reserves as of December 30, 2016 is included within accrued and other current liabilities in the Company’s condensed consolidated balance sheets as follows:

	Electrical Raceway			Mechanical Products & Solutions
(in thousands)	Severance			Severance			Other			Total
Balance as of September 30, 2016	$	—		$	841		$	539		$	1,380
Charges		61			240			88			389
Utilization		(19	)		(28	)		(579	)		(626	)
Reversals/exchange rate effects		—			(54	)		—			(54	)
Balance as of December 30, 2016	$	42		$	999		$	48		$	1,089

During the three months ended December 30, 2016 and December 25, 2015, the Company recorded $389 and $1,294, respectively of severance and other charges included as a component of selling, general and administrative expenses in the Company’s condensed consolidated statement of operations.

12. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of December 30, 2016, such obligations were $153,813 for the rest of fiscal year 2017, $1,823 for fiscal year 2018 and $1,193 thereafter. These amounts represent open purchase orders for materials used in production.

Legal Contingencies—The Company is a defendant in a number of pending legal proceedings, some of which were inherited from its former parent, Tyco International Ltd. (“Tyco”), including certain product liability claims. Several lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company’s anti-microbial coated steel sprinkler pipe (“ABF”), which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride (“CPVC”) and caused stress cracking in such pipe manufactured by third parties when installed together in the

F-52

same sprinkler system, which we refer to collectively as the “Special Products Claims.” After an analysis of claims experience, the Company reserved its best estimate of the probable and reasonably estimable losses related to these matters. The Company’s product liability reserves related to Special Products Claims matters were $3,424 and $3,273 as of December 30, 2016 and September 30, 2016, respectively. The Company separately reserves for other product liability matters that do not involve Special Products Claims. The Company’s other product liability reserves were $1,794 and $1,678 as of December 30, 2016 and September 30, 2016, respectively. As of December 30, 2016, the Company believes that the range of probable losses for Special Products Claims and other product liabilities is between $3,000 and $10,000.

At this time, the Company does not expect the outcome of the Special Products Claims proceedings, or any other proceeding, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all claims, including for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.

In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company’s business. These matters generally relate to disputes arising out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows. The Company also has legal liabilities related to non-product liability matters totaling $1,399 as of December 30, 2016.

13. GUARANTEES

The Company has outstanding letters of credit totaling $7,310 supporting workers’ compensation and general liability insurance policies, and $1,500 supporting foreign lines of credit as of December 30, 2016. The Company also has outstanding letters of credit totaling $9,121 as collateral for four advance payments it has received pursuant to the sale of its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. Pursuant to this matter, the Company received all four payments as of September 25, 2015. The bank guarantees will be canceled when the transfer of ownership is complete. As of December 30, 2016, the risk and title transfer was not complete. The Company also has surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $27,642 as of December 30, 2016.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

F-53

14. ASSETS HELD FOR SALE

(in thousands)	December 30, 2016		September 30, 2016
Assets held for sale	$	3,313	$	6,680

During the first quarter of fiscal 2017, the Company sold a parcel of land and a building related to the exit of a manufacturing facility in Philadelphia, PA at a loss of $329. The assets were previously classified as held for sale and had a carrying value of $3,367.

In a prior fiscal year, the Company entered into a share purchase agreement pursuant to which the Company would sell its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of approximately $10,000. The total carrying value of the investment is $3,313. The Company will recognize the gain on the sale when transfer of ownership is completed.

15. SEGMENT INFORMATION

The Company has two operating segments, which are also its reportable segments. The Company’s operating segments are organized based upon primary market channels and, in most instances, the end use of products.

Through its Electrical Raceway segment, the Company manufactures products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel (“MR&R”) markets. The vast majority of the Company’s Electrical Raceway net sales are made to electrical distributors, who then serve electrical contractors and the Company considers both to be customers.

Through the MP&S segment, the Company provides products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. The Company’s principal products in this segment are metal framing products and in-line galvanized mechanical tube. Through its metal framing business, the Company designs, manufactures and installs metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the sum of income before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, loss on extinguishment of debt, interest expense (net), restructuring and impairments, stock-based compensation, legal settlements, consulting fees, transaction costs and other items, such as lower of cost or market inventory adjustments and the impact from the Fence and Sprinkler exit. Prior to fiscal 2017, income before income taxes was also adjusted to exclude net periodic pension benefit cost and ABF product liability. Beginning in fiscal 2017, these costs are no longer excluded due to the relevant insignificance and nature of these amounts. Prior fiscal years have not been restated for this change.

F-54

Intersegment transactions primarily consist of product sales at designated transfer prices on an arms-length basis. Gross profit earned and reported within the segment is eliminated in the Company’s consolidated results. Certain manufacturing and distribution expenses are allocated between the segments due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment.

	Three months ended
	December 30, 2016							December 25, 2015
(in thousands)	External Net Sales		Intersegment Sales			Adjusted EBITDA		External Net Sales		Intersegment Sales			Adjusted EBITDA
Electrical Raceway	$	222,442	$	521		$	40,318	$	223,304	$	301		$	34,433
Mechanical Products & Solutions		115,149		29		$	17,577		135,071		31		$	19,377
Eliminations		—		(550	)				—		(332	)
Consolidated operations	$	337,591	$	—				$	358,375	$	—

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

	Three Months Ended
(in thousands)	December 30, 2016			December 25, 2015
Operating segment Adjusted EBITDA
Electrical Raceway	$	40,318		$	34,433
Mechanical Products & Solutions		17,577			19,377
Total		57,895			53,810
Unallocated expenses(a)		(8,004	)		(5,757	)
Interest expense, net		(9,830	)		(9,881	)
Depreciation and amortization		(13,628	)		(13,493	)
Loss on extinguishment of debt		(9,805	)		—
Restructuring & impairments		(389	)		(1,294	)
Net periodic pension benefit cost		—			(110	)
Stock-based compensation		(2,720	)		(2,045	)
ABF product liability impact		—			(212	)
Consulting fee		—			(875	)
Transaction costs		(1,560	)		(655	)
Other		10,930			(5,507	)
Impact of Fence and Sprinkler exit		—			(811	)
Income before income taxes	$	22,889		$	13,170

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

F-55

8,000,000 Shares

Atkore International Group Inc.

Common Stock

Credit Suisse

Deutsche Bank Securities

J.P. Morgan

UBS Investment Bank

                , 2017

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses payable by us in connection with the sale and distribution of the securities registered hereby, other than underwriting discounts or commissions. All amounts are estimates except for the SEC registration fee and the FINRA filing fee.

SEC Registration Fee	$	28,587
FINRA Filing Fee	$	37,498
Printing Fees and Expenses	$	175,000
Accounting Fees and Expenses	$	200,000
Legal Fees and Expenses	$	250,000
Transfer Agent Fees and Expenses	$	5,400
Miscellaneous	$	3,515
Total:	$	700,000

Item 14. Indemnification of Directors and Officers.

Atkore International Group Inc. is incorporated under the laws of the State of Delaware.

Section 145(a) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 145(b) of the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

Section 145(c) of the DGCL provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

II-1

Section 145(e) of the DGCL provides that expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145 of the DGCL. Such expenses, including attorneys’ fees, incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

Section 145(g) of the DGCL specifically allows a Delaware corporation to purchase liability insurance on behalf of its directors and officers and to insure against potential liability of such directors and officers regardless of whether the corporation would have the power to indemnify such directors and officers under Section 145 of the DGCL.

Section 102(b)(7) of the DGCL permits a Delaware corporation to include a provision in its certificate of incorporation eliminating or limiting the personal liability of directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. This provision, however, may not eliminate or limit a director’s liability (1) for breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (3) under Section 174 of the DGCL, which provides for liability of directors for unlawful payments of dividends or unlawful stock purchases or redemptions, or (4) for any transaction from which the director derived an improper personal benefit.

Section 174 of the DGCL provides, among other things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.

Our amended and restated certificate of incorporation contains provisions permitted under the DGCL relating to the liability of directors. These provisions eliminate a director’s personal liability 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;

• under Section 174 of the DGCL (unlawful dividends); or

• any transaction from which the director derives an improper personal benefit.

Our amended and restated certificate of incorporation and our amended and restated by-laws require us to indemnify and advance expenses to our directors and officers to the fullest extent not prohibited by the DGCL and other applicable law, except in the case of a proceeding instituted by the director without the approval of our board of directors. Our amended and restated certificate of incorporation and our amended and restated by-laws provide that we are required to indemnify our directors and officers, to the fullest extent permitted by law, for all judgments, fines, settlements, legal fees and other expenses incurred in connection with pending or threatened legal proceedings because of the director’s or officer’s positions with us or another entity that the director or officer serves at our request, subject to various conditions, and to advance funds to our directors and officers to enable them to defend against such proceedings. To receive indemnification, the director or officer must have been successful in the legal proceeding or have acted in good faith and in what was reasonably believed to be a lawful manner in our best interest and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

II-2

Indemnification Agreements

Atkore, AIH and AII are parties to an indemnification agreement with CD&R, the CD&R Investor and the CD&R Affiliates, referred to collectively as the CD&R Entities, pursuant to which Atkore, AIH and AII, subject to certain limitations, jointly and severally agreed to indemnify the CD&R Entities and their affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of performance of the consulting agreement described above under “Certain Relationships and Related Party Transactions—Consulting Agreement” and certain other claims and liabilities, including liabilities arising out of financing arrangements and securities offerings.

In connection with our IPO, we entered into indemnification agreements with each of our directors. The indemnification agreements provide the directors with contractual rights to the indemnification and expense advancement rights provided under our amended and restated by-laws, as well as contractual rights to additional indemnification as provided in the indemnification agreements.

The indemnification agreements will provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to us if it is found that such indemnitee is not entitled to such indemnification under applicable law and our amended and restated certificate of incorporation and amended and restated by-laws.

Directors’ and Officers’ Liability Insurance

We have obtained directors’ and officers’ liability insurance which insures against certain liabilities that our directors and officers and the directors and officers of our subsidiaries may, in such capacities, incur.

Item 15. Recent Sales of Unregistered Securities.

Common Stock

In December 2013, we issued 2,234 shares of our common stock to current and former employees in exchange for $16,310 in cash.

In February 2014, we issued 13,700 shares of our common stock to a current employee in exchange for $100,000 in cash.

In April 2014, we issued 45,263,049 shares of our common stock to CD&R Allied Holdings, L.P. in exchange for the Preferred Stock then held by CD&R Allied Holdings, L.P., in accordance with the terms of the Preferred Stock.

In May 2014, we issued 46,346 shares of our common stock to current employees in exchange for $422,863 in cash.

In May 2014, we issued 71,103 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In July 2014, we issued 11,508 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In August 2014, we issued 7,664 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In September 2014, we issued 23,997 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

II-3

In October 2014, we issued 53,774 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In December 2014, we issued 2,822 shares of our common stock to current employees in exchange for $25,750 in cash.

In January 2015, we issued 33,565 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In March 2015, we issued 4,110 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In April 2015, we issued 155,706 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In April 2015, we issued 10,960 restricted stock units to an outside director with a value of $9.12 per unit.

In May 2015, we issued 20,094 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In July 2015, we issued 191,755 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In September 2015, we issued 4,110 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In October 2015, we issued 5,138 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In November 2015, we issued 2,055 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $9.12 per share.

In December 2015, we issued 2,778 shares of our common stock to current employees in exchange for $25,350 in cash.

In December 2015, we issued 22,834 restricted stock units to 3 outside directors with a value of $13.14 per unit.

In January 2016, we issued 5,138 shares of our common stock to certain former employees upon exercise of vested options at a purchase price of $13.14 per share.

In January 2016, we issued 2,152 shares of our common stock to a current employee in exchange for $28,278 in cash.

Cumulative convertible participating preferred stock (“Preferred Stock”)

In December 2013, we issued 12,707 shares of our Preferred Stock to CD&R Allied Holdings, L.P. as a dividend, for no additional cash consideration, paid pursuant to the terms of the Preferred Stock.

In March 2014, we issued 13,088 shares of our Preferred Stock to CD&R Allied Holdings, L.P. as a dividend, for no additional cash consideration, paid pursuant to the terms of the Preferred Stock.

II-4

Except as described in the last sentence of this paragraph, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D or Rule 701 promulgated thereunder, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The issuance of common stock to CD&R Allied Holdings, L.P. on in April 2014 was deemed to be exempt from registration under the Securities Act in reliance upon Section 3(a)(9) of the Securities Act, as any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.

There were no underwriters employed in connection with any of the transactions set forth in this Item 15.

Item 16. Exhibits and Financial Statement Schedules.

The Exhibits to this Registration Statement on Form S-1 are listed in the Exhibit Index, which follows the signature pages to this Registration Statement and is herein incorporated by reference.

Financial Statement Schedules

II-5

SCHEDULE I

ATKORE INTERNATIONAL GROUP INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)	September 30, 2016			September 25, 2015
Assets
Investment in subsidiary	$	257,246		$	156,277
Total Assets		257,246			156,277
Liabilities and Equity
Total Liabilities	$	—		$	—
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively	$	626		$	626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively		(2,580	)		(2,580	)
Additional paid-in capital		398,292			352,505
Accumulated deficit		(113,142	)		(173,241	)
Accumulated other comprehensive loss		(25,950	)		(21,033	)
Total Equity		257,246			156,277
Total Liabilities and Equity	$	257,246		$	156,277

See Notes to Financial Statements

II-6

SCHEDULE I

ATKORE INTERNATIONAL GROUP INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED STATEMENT OF OPERATIONS

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Equity in net income (loss) of subsidiary	$	58,796		$	(4,955	)	$	(73,948	)
Net income (loss)		58,796			(4,955	)		(73,948	)
Other comprehensive loss of subsidiary, net of tax		(4,917	)		(14,403	)		(4,232	)
Comprehensive income (loss)	$	53,879		$	(19,358	)	$	(78,180	)

See Notes to Financial Statements

II-7

SCHEDULE I

ATKORE INTERNATIONAL GROUP INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED STATEMENT OF CASH FLOWS

	For the Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Cash Flows from Operating Activities:
Net cash provided by operating activities	$	—		$	—		$	—
Cash Flows from Investing Activities:
Distribution received from subsidiary		—			882			252,765
Distribution paid to subsidiary		(52	)		(49	)		(674	)
Net cash provided by (used in) investing activities		(52	)		833			252,091
Cash Flows from Financing Activities:
Issuance of common shares		52			49			674
Repurchase of common shares		—			(882	)		(252,765	)
Net cash (used in) provided by financing activities		52			(833	)		(252,091	)
Net change in cash and cash equivalents		—			—			—
Cash and cash equivalents:
Beginning		—			—			—
Ending	$	—		$	—		$	—

See Notes to Financial Statements

II-8

SCHEDULE I

ATKORE INTERNATIONAL GROUP INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(dollars in thousands)

1. Description of Atkore International Group Inc.

Atkore International Group Inc. (the “Company,” “Parent” or “Atkore”) was incorporated in the State of Delaware on November 4, 2010. The Company is the stockholder of Atkore International Holdings Inc. (“AIH”), which is the sole stockholder of Atkore International, Inc. (“AII”). Prior to the transactions described below, all of the capital stock of AII was owned by Tyco International Ltd. (“Tyco”). The business of AII was operated as the Tyco Electrical and Metal Products (“TEMP”) business of Tyco. Atkore was initially formed by Tyco as a holding company to hold ownership of TEMP.

On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied Holdings, L.P. (the “CD&R Investor), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC (“CD&R”). On December 22, 2010, the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the “Preferred Stock”) of the Company. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). On December 22, 2010, the Company also issued common stock (the “Common Stock”) to Tyco’s wholly owned subsidiary, Tyco International Holding S.à.r.l. (“Tyco Seller”), that initially represented the remaining 49% of the Company’s outstanding capital stock. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity.

On March 6, 2014, the Company entered into a non-binding letter of intent (the “Letter of Intent”) with Tyco for the acquisition (the “Acquisition”) of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $250,000 to Tyco Seller to redeem the shares, which were subsequently retired. The Company paid $2,000 of expenses related to the share redemption.

In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into Common Stock. As of September 26, 2014, Common Stock is the Company’s sole issued and outstanding class of securities.

The Parent has no significant operations or assets other than its indirect ownership of the equity of AII. Accordingly, the Parent is dependent upon distributions from AII to fund its obligations. However, under the terms of the agreements governing AII’s borrowings, AII’s ability to pay dividends or lend to Atkore Holding or the Parent, is restricted. While certain exceptions to the paying dividends or lending funds restrictions exist, these restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of the Company’s subsidiaries exceeding 25% of the consolidated net assets of the Company and its subsidiaries. Atkore Holding has no obligations to pay dividends to the Parent except to pay specified amounts to Parent in order to fund the payment of the Parent’s tax obligations.

2. Basis of Presentation

The accompanying condensed Parent only financial statements are required in accordance with Rule 4-08(e)(3) of Regulation S-X. The financial statements include the amounts of the Parent and its investment in its subsidiaries under the equity method, and does not present the financial statements of the Parent and its subsidiaries on a consolidated basis. Under the equity method, investment in its subsidiaries is stated at cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received since the date of acquisition. These condensed Parent only financial statements should be read in conjunction with the Atkore International Group Inc. consolidated financial statements and their accompanying notes.

II-9

3. Dividends and Distributions from Subsidiaries

The Company received distributions of $0, $882, and $252,765 from its subsidiaries for the years ended September 30, 2016, September 25, 2015 and September 26, 2014, respectively. The distributions received were used to repurchase shares of the Company’s Common Stock. These dividends were permissible under an exception to the net asset restrictions of the agreements governing AII’s borrowings, which allow for dividend payments from AII to AIH or the Parent for the purpose of repurchasing shares of Parent’s Common Stock.

4. Common Stock Split

On May 27, 2016, the Company filed a Certificate of Amendment to amend and restate the Company’s Certificate of Incorporation in the State of Delaware, effecting a 1.37-for-1 common stock split. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1.37-for-1 common stock split.

II-10

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)	Balance at Beginning of Year			Additions Charged to Income			Write offs and Other		Balance at End of Year
Accounts Receivable Allowance for Doubtful Accounts:
For the fiscal year ended:
2016	$	(1,173	)		(426	)		593	$	(1,006	)
2015	$	(1,986	)		560			253	$	(1,173	)
2014	$	(3,184	)		616			582	$	(1,986	)
Deferred Tax Valuation Allowance:
For the fiscal year ended:
2016	$	(7,532	)		(2,604	)		1,478	$	(8,658	)
2015	$	(7,708	)		(1,107	)		1,283	$	(7,532	)
2014	$	(8,346	)		(548	)		1,186	$	(7,708	)

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Atkore International Group Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Harvey, State of Illinois, on February 8, 2017.

ATKORE INTERNATIONAL GROUP INC.
By:	/s/ John P. Williamson
	Name: John P. Williamson
	Title: President and Chief Executive Officer, Director

NOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John P. Williamson, James A. Mallak and Daniel S. Kelly, and each of them, his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments and registration statements filed pursuant to Rule 462(b) and otherwise, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as such person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on February 8, 2017 by the following persons in the capacities indicated.

Signature	Title
/s/ Philip W. Knisely Philip W. Knisely	Director and Chairman of the Board
/s/ John P. Williamson John P. Williamson	President and Chief Executive Officer, Director (Principal Executive Officer)
/s/ James A. Mallak James A. Mallak	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ James G. Berges James G. Berges	Director
/s/ Jeri L. Isbell Jeri L. Isbell	Director
/s/ Scott H. Muse Scott H. Muse	Director
/s/ Nathan K. Sleeper Nathan K. Sleeper	Director
/s/ William R. VanArsdale William R. VanArsdale	Director
/s/ A. Mark Zeffiro A. Mark Zeffiro	Director
/s/ J.L. Zrebiec J.L. Zrebiec	Director

EXHIBIT INDEX

Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Registration Statement on Form S-1, please remember that they are included to provide you with information regarding their terms. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Additional information about Atkore International Group Inc., its subsidiaries and affiliates may be found elsewhere in this Registration Statement on Form S-1.

Exhibit Number	Exhibit Description
1.1#	Form of Underwriting Agreement.
2.1	Investment Agreement, dated as of November 9, 2010, by and among CD&R Allied Holdings, L.P., Tyco International Ltd., Tyco International Holding S.à.r.l. and Atkore International Group Inc., incorporated by reference to Exhibit 2.1 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.
2.2	Share Purchase Agreement, dated as of August 26, 2013, by and among Atkore International Indústria e Comércio de Aço e Materiais Elétricos Ltda., Panatlântica S.A., Allied Switzerland GmbH and Atkore International Inc., incorporated by reference to Exhibit 2.1 to AIH’s Current Report on Form 8-K filed on September 27, 2013.
2.2.1	First Amendment, dated September 23, 2013, to Share Purchase Agreement, dated as of August 26, 2013, by and among Atkore International Indústria e Comércio de Aço e Materiais Elétricos Ltda., Panatlântica S.A., Allied Switzerland GmbH and Atkore International Inc., incorporated by reference to Exhibit 2.2 to AIH’s Current Report on Form 8-K filed on September 27, 2013.
2.3	Stock Redemption Agreement, dated as of April 9, 2014, by and among Tyco International Holding S.à.r.l., Atkore International Group Inc. and CD&R Allied Holdings, L.P., incorporated by reference to Exhibit 2.7 to Atkore International Group Inc.’s Form S-1 filed on April 15, 2016.
3.1	Second Amended and Restated Certificate of Incorporation of Atkore International Group Inc., incorporated by reference to Exhibit 3.1 to Atkore International Group Inc.’s Registration Statement on Form S-8 filed on June 15, 2016.
3.2	Second Amended and Restated By-Laws of Atkore International Group Inc., incorporated by reference to Exhibit 3.2 to Atkore International Group Inc.’s Registration Statement on Form S-8 filed on June 15, 2016.
4.1	Form of Common Stock Certificate of Atkore International Group Inc., incorporated by reference to Exhibit 4.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.
5.1#	Opinion of Debevoise & Plimpton LLP.
10.1	Credit Agreement, dated as of December 22, 2010, among Atkore International, Inc., the subsidiary borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto, UBS AG, Stamford Branch, as an issuing lender, as

Exhibit Number	Exhibit Description
	administrative agent for the lenders thereunder and as collateral agent for the Secured Parties and the Issuing Lenders, Deutsche Bank AG New York Branch, as co-collateral agent and UBS Loan Finance LLC, as swingline lender, incorporated by reference to Exhibit 10.6 to AIH’s Registration Statement on Form S-4 filed on August 12, 2011.
10.1.1	First Amendment to Credit Agreement, dated as of February 3, 2011, among Atkore International, Inc., the subsidiary borrowers, the several banks and other financial institutions from time to time parties thereto, UBS AG, Stamford Branch, as an issuing lender, as administrative agent for the lenders and as collateral agent for the secured parties, Deutsche Bank AG New York Branch, as co-collateral agent, and UBS Loan Finance LLC, as Swingline Lender, incorporated by reference to Exhibit 10.1.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.1.2	Second Amendment to Credit Agreement and First Amendment to and Reaffirmation of Guarantee and Collateral Agreement, dated as of October 23, 2013, among Atkore International, Inc., the subsidiary borrowers, the several banks and other financial institutions from time to time parties thereto, UBS AG, Stamford Branch, as an issuing lender, as administrative agent for the Lenders and as collateral agent for the secured parties, Deutsche Bank AG New York Branch, as co-collateral agent, and UBS Loan Finance LLC, as Swingline Lender, incorporated by reference to Exhibit 10.1.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.1.3	Third Amendment to Credit Agreement, dated as of April 9, 2014, among Atkore International, Inc., the Persons party thereto and identified on the signature pages as a guarantor, the several banks and other financial institutions from time to time parties thereto, UBS AG, Stamford Branch, as an issuing lender, as administrative agent for the Lenders and as collateral agent for the secured parties, and Deutsche Bank AG New York Branch, as co-collateral agent, incorporated by reference to Exhibit 10.1.3 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.1.4	Additional Lender Joinder Agreement, dated as of December 17, 2014, by and among PNC Bank, National Association, The Huntington National Bank, Citizens Bank, National Association and JPMorgan Chase Bank, N.A., Atkore International, Inc., the subsidiary borrowers from time to time party to the Credit Agreement and UBS AG, Stamford Branch, as administrative agent, incorporated by reference to Exhibit 10.1.4 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.1.5	Fourth Amendment to Credit Agreement, dated as of November 12, 2015, among Atkore International, Inc., the several banks and other financial institutions from time to time parties thereto, UBS AG, Stamford Branch, as an issuing lender, as administrative agent for the lenders and as collateral agent for the secured parties, and Deutsche Bank AG New York Branch, as co-collateral agent, incorporated by reference to Exhibit 10.1.5 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.1.6	Fifth Amendment to Credit Agreement and Third Amendment to and Reaffirmation of Guarantee and Collateral Agreement, dated as of December 22, 2016, among Atkore International, Inc., the several banks and other financial institutions from time to time parties thereto, UBS AG, Stamford Branch, as administrative agent for the lenders and as collateral agent for the secured parties, the other loan parties party thereto and the several banks and other financial institutions party thereto, incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Current Report on Form 8-K filed on December 22, 2016.
10.2	First Lien Credit Agreement, dated as of April 9, 2014, among Atkore International, Inc., the several banks and other financial institutions from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent for the lenders thereunder and as collateral agent for the secured parties, incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.

Exhibit Number	Exhibit Description
10.2.1	Amendment No. 1 to First Lien Credit Agreement, dated as of October 14, 2015, among Atkore International, Inc. and Deutsche Bank AG New York Branch, as administrative agent, incorporated by reference to Exhibit 10.2.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.2.2	Second Amendment to First Lien Credit Agreement and First Amendment to and Reaffirmation of Guarantee and Collateral Agreement, dated as of December 22, 2016, among Atkore International, Inc., Deutsche Bank AG New York Branch, as administrative agent, the other loan parties party thereto and the several banks and other financial institutions party thereto, incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Current Report on Form 8-K filed on December 22, 2016.
10.3	Second Lien Credit Agreement, dated as of April 9, 2014, among Atkore International, Inc., the several banks and other financial institutions from time to time party thereto, and Deutsche Bank AG New York Branch, as administrative agent for the lenders thereunder and as collateral agent for the secured parties, incorporated by reference to Exhibit 10.3 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.3.1	Amendment No. 1 to Second Lien Credit Agreement, dated as of October 14, 2015, among Atkore International, Inc. and Deutsche Bank AG New York Branch, as administrative agent, incorporated by reference to Exhibit 10.3.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.4	Guarantee and Collateral Agreement, dated as of December 22, 2010 made by Atkore International Holdings Inc., Atkore International, Inc. and certain subsidiary borrowers, in favor of UBS AG, Stamford Branch, as collateral agent and administrative agent for the banks and other financial institutions from time to time parties to the Credit Agreement, incorporated by reference to Exhibit 10.7 to AIH’s Registration Statement on Form S-4 filed on August 12, 2011.
10.5	First Lien Guarantee and Collateral Agreement, dated as of April 9, 2014, made by Atkore International Holdings Inc., Atkore International, Inc., and certain subsidiaries of Atkore International, Inc. from time to time party thereto, in favor of Deutsche Bank AG New York Branch, as collateral agent and administrative agent for the banks and other financial institutions from time to time parties to the First Lien Credit Agreement, incorporated by reference to Exhibit 10.5 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.6	Second Lien Guarantee and Collateral Agreement, dated as of April 9, 2014, made by Atkore International Holdings Inc., Atkore International, Inc., and certain subsidiaries of Atkore International, Inc. from time to time party thereto, in favor of Deutsche Bank AG New York Branch, as collateral agent and administrative agent for the banks and other financial institutions from time to time parties to the Second Lien Credit Agreement, incorporated by reference to Exhibit 10.6 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.7	Intercreditor Agreement, dated as of December 22, 2010, between UBS AG, Stamford Branch, in its capacity as collateral agent for the ABL Credit Agreement lenders and Wilmington Trust FSB, in its capacity as collateral agent for the Noteholder Secured Parties, incorporated by reference to Exhibit 10.9 to AIH’s Registration Statement on Form S-4 filed on August 12, 2011.
10.7.1	First Amendment and Waiver, dated as of April 9, 2014, to the Intercreditor Agreement, dated as of December 22, 2010, among UBS AG, Stamford Branch, in its capacity as ABL Agent and Deutsche Bank AG New York Branch, in its capacity as Note Agent, incorporated by reference to Exhibit 10.7.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.

Exhibit Number	Exhibit Description
10.8	Intercreditor Agreement, as of April 9, 2014, by and between Deutsche Bank AG New York Branch, in its capacity as collateral agent for the Original First Lien Secured Parties referred to therein, and Deutsche Bank AG New York Branch, in its capacity as collateral agent for the Original Second Lien Secured Parties referred to therein, incorporated by reference to Exhibit 10.8 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.9†	Employment Agreement, dated as of May 23, 2011, by and between John Williamson, Atkore International, Inc. and Atkore International Group Inc., incorporated by reference to Exhibit 10.12 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.
10.10†	Offer Letter, dated December 7, 2011, by and between Atkore International, Inc. and Kevin P. Fitzpatrick, incorporated by reference to Exhibit 10.22 to AIH’s Annual Report on Form 10-K for the year ended September 28, 2012.
10.11†	Offer Letter, dated as of February 17, 2012, by and between Atkore International, Inc. and James A. Mallak, incorporated by reference to Exhibit 10.1 to AIH’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2012.
10.12†	Offer Letter, dated as of July 15, 2013, by and between Atkore International, Inc. and William E. Waltz, incorporated by reference to Exhibit 10.12 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.13†	Offer Letter, dated as of April 22, 2014, by and between Atkore International, Inc. and Michael J. Schulte, incorporated by reference to Exhibit 10.13 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.14†	Offer Letter, dated as of July 9, 2013, by and between Atkore International, Inc. and Peter J. Lariviere, incorporated by reference to Exhibit 10.14 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on December 1, 2016.
10.15†	Severance Agreement, dated November 17, 2014, by and between Atkore International, Inc. and Kevin P. Fitzpatrick, incorporated by reference to Exhibit 10.15 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.16†	Severance Agreement, dated November 17, 2014, by and between Atkore International, Inc. and James A. Mallak, incorporated by reference to Exhibit 10.16 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.17†	Severance Agreement, dated July 15, 2015, by and between Atkore International, Inc. and William E. Waltz, incorporated by reference to Exhibit 10.17 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.18	Separation Agreement, effective April 17, 2015, by and between Atkore International, Inc. and William Taylor, incorporated by reference to Exhibit 10.18 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.19†	Severance Policy, dated May 9, 2012, incorporated by reference to Exhibit 10.21 to AIH’s Annual Report on Form 10-K for fiscal 2012.
10.20†	Atkore International Group Inc. Stock Incentive Plan, incorporated by reference to Exhibit 10.15 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.
10.21†	Form of Employee Stock Option Agreement, incorporated by reference to Exhibit 10.16 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.
10.22†	Form of Employee Stock Subscription Agreement (Purchased Shares), incorporated by reference to Exhibit 10.17 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.
10.23†	2015 Annual Incentive Plan terms, incorporated by reference to Exhibit 10.23 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.

Exhibit Number	Exhibit Description
10.23.1†	Form of Award Letter under 2015 Annual Incentive Plan, incorporated by reference to Exhibit 10.24.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.23.2†	Form of Award Letter under 2015 Annual Incentive Plan (Business Unit President), incorporated by reference to Exhibit 10.24.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.24†	Form of Director Indemnification Agreement between Atkore International Group Inc. and each of its directors, incorporated by reference to Exhibit 10.25 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.
10.25†	Atkore International Group Inc. Annual Incentive Plan, incorporated by reference to Exhibit 10.26 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.
10.26†	Atkore International Group Inc. 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.27 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 31, 2016.
10.26.1†	Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.
10.26.2†	Form of Employee Restricted Stock Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.28.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.
10.26.3†	Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.3 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed February 7, 2017.
10.26.4†	Form of Employee Restricted Stock Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.4 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed February 7, 2017.
10.26.5†	Form of Employee Performance Share Agreement under the 2016 Omnibus Incentive Plan, incorporated by reference to Exhibit 10.5 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed on February 7, 2017.
10.27†	Atkore International Group Inc. Non-Employee Director Compensation Program, incorporated by reference to Exhibit 10.29 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.
10.28†	Form of Director Restricted Stock Unit Agreement under the 2016 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.30 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on May 5, 2016.
10.29	Indemnification Agreement, dated as of December 22, 2010 among Atkore International Group Inc., Atkore International Holdings Inc., Atkore International Inc., CD&R Allied Holdings, L.P., Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Allied Advisor Co-Investor, L.P., Clayton, Dubilier & Rice, Inc. and Clayton, Dubilier & Rice, LLC, incorporated by reference to Exhibit 10.4 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.
10.30	Indemnification Agreement, dated as of December 22, 2010 among Atkore International Group Inc., Atkore International Holdings Inc., Atkore International Inc., Tyco International Ltd., Tyco International Holding S.à.r.l. and Tyco International Management Company, LLC, incorporated by reference to Exhibit 10.5 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.

Exhibit Number	Exhibit Description
10.31	Consulting Agreement, dated December 22, 2010 by and between Atkore International Group Inc., Atkore International Holdings Inc., Atkore International Inc. and Clayton, Dubilier & Rice, LLC, incorporated by reference to Exhibit 10.2 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.
10.31.1	Side Letter, dated as of June 26, 2014, by and among Atkore International Group Inc., Atkore International Holdings Inc., Atkore International, Inc. and Clayton, Dubilier & Rice, LLC, incorporated by reference to Exhibit 10.32.2 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.31.2	Consulting Agreement Termination Letter Agreement, dated June 9, 2016, by and among Atkore International Group Inc., Atkore International Holdings Inc., Atkore International, Inc. and Clayton, Dubilier & Rice, LLC, incorporated by reference to Exhibit 10.3 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed on August 2, 2016.`
10.32	Consulting Agreement, dated December 22, 2010 by and between Atkore International Group Inc., Atkore International Holdings Inc., Atkore International Inc. and Tyco International Management Company, LLC, incorporated by reference to Exhibit 10.3 to AIH’s Registration Statement on Form S-4 filed on June 3, 2011.
10.32.1	Termination Agreement, dated April 9, 2014, by and among Atkore International Group Inc., Atkore International Holdings Inc., Atkore International Inc., Tyco International Ltd., Tyco International holdings S.à.r.l., Tyco International Management Company, LLC and CD&R Allied Holdings, L.P., incorporated by reference to Exhibit 10.33.1 to Atkore International Group Inc.’s Registration Statement on Form S-1 filed on April 15, 2016.
10.33	Stockholders Agreement, dated as of June 10, 2016, by and among Atkore International Group Inc. and CD&R Allied Holdings, L.P., incorporated by reference to Exhibit 10.1 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed on August 2, 2016.
10.34	Registration Rights Agreement, dated as of June 9, 2016, by and among Atkore International Group Inc. and CD&R Allied Holdings, L.P., incorporated by reference to Exhibit 10.2 to Atkore International Group Inc.’s Quarterly Report on Form 10-Q filed on August 2, 2016.
21.1	List of Subsidiaries of Atkore International Group Inc. as of September 30, 2016, incorporated by reference to Exhibit 21.1 to Atkore International Group Inc.’s Annual Report on Form 10-K filed on November 29, 2016.
23.1*	Consent of Deloitte & Touche LLP.
23.2#	Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1 hereto).
24.1*	Powers of Attorney (contained on signature pages to the Registration Statement on Form S-1).
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	XBRL Taxonomy Extension Label Linkbase.
101.PRE*	XBRL Extension Presentation Linkbase.

* Filed herewith.

# To be filed by amendment.

† Identifies each management contract or compensatory plan or arrangement.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of our report dated November 29, 2016, relating to the consolidated financial statements and financial statement schedules of Atkore International Group Inc. and subsidiaries, appearing in the Prospectus, which is a part of this Registration Statement, and to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Chicago, Illinois

February 7, 2017

XML

Document and Entity Information - shares	3 Months Ended
	Dec. 30, 2016	Jan. 17, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Atkore International Group Inc.
Entity Central Index Key	0001666138
Document Type	S-1
Document Period End Date	Dec. 30, 2016
Amendment Flag	false
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		63,111,090

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Income Statement [Abstract]
Net sales	$ 337,591	$ 358,375	$ 1,523,384	$ 1,729,168	$ 1,702,838
Cost of sales	245,586	285,966	1,154,702	1,456,375	1,475,728
Gross profit	92,005	72,409	368,682	272,793	227,110
Selling, general and administrative	43,892	43,841	219,397	185,815	180,783
Intangible asset amortization	5,589	5,517	22,238	22,103	20,857
Asset impairment charges			129	27,937	44,424
Operating income (loss)	42,524	23,051	126,918	36,938	(18,954)
Interest expense, net	9,830	9,881	41,798	44,809	44,266
(Gain) loss on extinguishment of debt	9,805	0	(1,661)	0	43,667
Income (loss) before income taxes	22,889	13,170	86,781	(7,871)	(106,887)
Income tax expense (benefit)	5,507	4,598	27,985	(2,916)	(32,939)
Net income (loss)	$ 17,382	$ 8,572	58,796	(4,955)	(73,948)
Convertible preferred stock and dividends			0	0	29,055
Net income (loss) attributable to common stockholders			$ 58,796	$ (4,955)	$ (103,003)
Weighted-Average Common Shares Outstanding
Basic (shares)	62,642	62,466	62,486	62,527	50,998
Diluted (shares)	65,920	62,466	62,820	62,527	50,998
Net income (loss) per share
Basic (in dollars per share)	$ 0.28	$ 0.14	$ 0.94	$ (0.08)	$ (2.02)
Diluted (in dollars per share)	$ 0.26	$ 0.14	$ 0.94	$ (0.08)	$ (2.02)

XML

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 17,382	$ 8,572	$ 58,796	$ (4,955)	$ (73,948)
Other comprehensive (loss):
Change in foreign currency translation adjustment	(1,900)	35	(858)	(7,135)	(2,403)
Change in unrecognized loss related to pension benefit plans, net of tax benefit of $2,680, $4,554, $1,143, respectively (See Note 10)	326	180	(4,059)	(7,268)	(1,829)
Total other comprehensive (loss)	(1,574)	215	(4,917)	(14,403)	(4,232)
Comprehensive income (loss)	$ 15,808	$ 8,787	$ 53,879	$ (19,358)	$ (78,180)

XML

Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Statement of Comprehensive Income [Abstract]
Change in unrecognized loss related to pension benefit plans, tax benefit	$ 2,680	$ 4,554	$ 1,143

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Current Assets:
Cash and cash equivalents	$ 87,973	$ 200,279	$ 80,598
Accounts receivable, less allowance for doubtful accounts of $1,006 and $1,173, respectively	158,952	192,090	216,992
Inventories, net (see Note 4)	178,836	161,465	161,924
Assets held for sale (see Note 18)	3,313	6,680	3,313
Prepaid expenses and other current assets	18,818	22,407	18,665
Total current assets	447,892	582,921	481,492
Property, plant and equipment, net (see Note 5)	198,062	202,692	224,284
Intangible assets, net (see Note 6)	249,349	254,937	277,175
Goodwill (see Note 6)	115,829	115,829	115,829
Deferred income taxes	944	945	1,087
Non-trade receivables	7,160	7,244	13,932
Total Assets	1,019,236	1,164,568	1,113,799
Current Liabilities:
Short-term debt and current maturities of long-term debt (see Note 8)	4,228	1,267	2,864
Accounts payable	102,315	114,118	109,847
Income tax payable	4,410	2,326	515
Accrued and other current liabilities (see Note 7)	66,175	87,111	97,272
Total current liabilities	177,128	204,822	210,498
Long-term debt (see Note 8)	489,519	629,046	649,344
Deferred income taxes	12,475	12,834	14,557
Other long-term tax liabilities	6,838	6,838	13,319
Pension liabilities (see Note 10)	34,935	35,172	28,126
Other long-term liabilities	17,886	18,610	41,678
Total Liabilities	738,781	907,322	957,522
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively	632	626	626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively	(2,580)	(2,580)	(2,580)
Additional paid-in capital	405,687	398,292	352,505
Accumulated deficit	(95,760)	(113,142)	(173,241)
Accumulated other comprehensive loss	(27,524)	(25,950)	(21,033)
Total Equity	280,455	257,246	156,277
Total Liabilities and Equity	$ 1,019,236	$ 1,164,568	$ 1,113,799

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Statement of Financial Position [Abstract]
Accounts receivable, less allowance for doubtful accounts of $1,006 and $1,173, respectively	$ 958	$ 1,006	$ 1,173
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (shares)	1,000,000,000	1,000,000,000	1,000,000,000
Common stock, shares issued (shares)	63,088,752	62,458,367	62,453,437
Common stock, shares outstanding (shares)	63,088,752	62,458,367	62,453,437
Treasury stock (shares)	260,900	260,900	260,900

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Operating activities:
Net income (loss)	$ 17,382	$ 8,572	$ 58,796	$ (4,955)	$ (73,948)
Adjustments to reconcile net income to net cash provided by operating activities:
(Gain) loss on sale of fixed assets and assets held for sale	433	7	(357)	1,240	0
Impairment of assets			129	27,937	44,424
Depreciation and amortization	13,628	13,493	55,017	59,465	58,695
Amortization of debt issuance costs and original issue discount	723	909	3,586	3,631	4,731
Deferred income taxes	(357)	4,549	2,556	(3,650)	(36,510)
(Gain) loss on extinguishment of debt	9,805	0	(1,661)	0	43,667
Provision for losses on accounts receivable and inventory	675	(343)	3,021	546	3,254
Stock-based compensation expense	2,720	2,045	21,127	13,523	8,398
Other adjustments to net income	0	(648)	(190)	0	0
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable			24,538	7,038	(12,124)
Inventories			(2,437)	67,509	7,675
Prepaid expenses and other current assets			(2,986)	(616)	16,613
Accounts payable			4,061	(43,710)	26,804
Income taxes			1,005	(3,814)	654
Accrued and other liabilities			(9,551)	16,311	(1,028)
Other, net			(8)	618	(3,093)
Changes in operating assets and liabilities	(12,840)	23,361
Net cash provided by continuing operating activities			156,646	141,073	88,212
Net cash (used for) discontinued operating activities			0	0	(1,879)
Net cash provided by operating activities	32,169	51,945	156,646	141,073	86,333
Investing activities:
Capital expenditures	(3,964)	(4,663)	(16,830)	(26,849)	(24,362)
Proceeds from sale of properties and equipment	34	14	75	1,451	7,396
Proceeds from sale of assets held for sale	3,024	0	2,400	0	0
Acquisitions of businesses, net of cash acquired			0	(30,549)	(39,787)
Working capital adjustment for acquisition			0	0	5,142
Proceeds from sale of an investment	0	458	1,328	4,844	2,736
Other, net	(20)	0	132	(78)	15
Net cash (used for) continuing investing activities			(12,895)	(51,181)	(48,860)
Net cash provided by discontinued investing activities			0	4,540	0
Net cash (used for) investing activities	(926)	(4,191)	(12,895)	(46,641)	(48,860)
Financing activities:
Borrowings under credit facility			0	788,000	657,000
Repayments under credit facility			0	(828,000)	(676,000)
Proceeds from short-term debt			0	1,692	4,126
Repayments of short-term debt	(4,200)	(315)	(1,619)	(1,661)	(5,825)
Proceeds from issuance of first and second lien credit agreements	498,750	0	0	0	665,400
Repayments of long-term debt	(637,350)	(1,050)	(22,175)	(4,200)	(438,558)
Issuance of common stock	4,680	26	52	49	674
Repurchase of common stock			0	(882)	(252,765)
Payment for debt financing costs and fees	(4,294)	0	0	(102)	(11,925)
Proceeds from foreign exchange forward option			0	999	0
Other, net	0	(1)	(166)	(1)	289
Net cash (used for) financing activities	(142,414)	(1,340)	(23,908)	(44,106)	(57,584)
Effects of foreign exchange rate changes on cash and cash equivalents	(1,135)	198	(162)	(3,088)	(1,299)
Increase (decrease) in cash and cash equivalents	(112,306)	46,612	119,681	47,238	(21,410)
Cash and cash equivalents at beginning of period	200,279	80,598	80,598	33,360	54,770
Cash and cash equivalents at end of period	87,973	127,210	200,279	80,598	33,360
Supplementary Cash Flow information
Interest paid			49,855	41,460	42,833
Income taxes paid, net of refunds			30,859	4,759	2,206
Capital expenditures, not yet paid	$ 173	$ 52	525	327	236
Non-cash preferred stock dividends			0	0	29,055
Reclassification of stock-based compensation liability			$ 43,870	$ 0	$ 0

XML

Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Convertible Preferred Stock	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)
Beginning balance (shares) at Sep. 27, 2013		424	40,777
Beginning balance at Sep. 27, 2013	$ 510,378	$ 423,576	$ 408	$ (933)	$ 184,064	$ (94,338)	$ (2,399)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(73,948)					(73,948)
Other comprehensive loss	(4,232)						(4,232)
Issuance of common stock (shares)			81
Issuance of common stock	674		$ 1		673
Repurchase of common stock (shares)			(40,324)
Repurchase of common stock	(252,765)			(252,765)
Retirement of common stock	0		$ (403)	252,000	(251,597)
Preferred stock dividends (shares)		29
Preferred stock dividends	0	$ 29,055			(29,055)
Conversion of preferred stock (shares)		(453)	62,010
Conversion of preferred stock	0	$ (452,630)	$ 620		452,010
Modification of equity based compensation (to) from liability award	(3,638)				(3,638)
Ending balance (shares) at Sep. 26, 2014		0	62,545
Ending balance at Sep. 26, 2014	176,469	$ 0	$ 626	(1,698)	352,457	(168,286)	(6,630)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(4,955)					(4,955)
Other comprehensive loss	(14,403)						(14,403)
Issuance of common stock (shares)			5
Issuance of common stock	49				49
Repurchase of common stock (shares)			(97)
Repurchase of common stock	(882)			(882)
Ending balance (shares) at Sep. 25, 2015		0	62,453
Ending balance at Sep. 25, 2015	156,277	$ 0	$ 626	(2,580)	352,505	(173,241)	(21,033)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Cumulative effect adjustment for a change in accounting principle	1,303					1,303
Net income (loss)	58,796					58,796
Other comprehensive loss	(4,917)						(4,917)
Issuance of common stock (shares)			5
Issuance of common stock	52				52
Modification of equity based compensation (to) from liability award	43,870				43,870
Stock-based compensation	1,865				1,865
Ending balance (shares) at Sep. 30, 2016		0	62,458
Ending balance at Sep. 30, 2016	257,246	$ 0	$ 626	$ (2,580)	$ 398,292	$ (113,142)	$ (25,950)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	17,382
Other comprehensive loss	(1,574)
Ending balance at Dec. 30, 2016	$ 280,455

XML

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Ownership Structure - Atkore International Group Inc. (the "Company" or "Atkore") was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. ("AIH"), which in turn is the sole stockholder of Atkore International, Inc. ("AII").

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company's accounting policies and on the same basis as those financial statements included in the Company's latest Annual Report on Form 10-K for the year ended September 30, 2016 filed with the U.S. Securities and Exchange Commission (the "SEC") on November 29, 2016, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company's business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal.

These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.

Description of Business - The Company is a leading manufacturer of Electrical Racewayproducts primarily for the non-residential construction and renovation markets and MP&S ("MP&S") for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure's electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications.

Fiscal Periods - The Company has a fiscal year that ends on September 30. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters end on the last Friday in December, March and June.

Use of Estimates - The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates.

Fair Value Measurements - Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument's level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows:

Level 1 - inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date.

Level 2 - inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates.

Level 3 - inputs for the valuations are unobservable and are based on management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based

techniques such as option pricing models and discounted cash flow models.

Recent Accounting Pronouncements - On January 26, 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. If the carrying amount exceeds the fair value, the Company would recognize an impairment charge not to exceed the total amount of goodwill allocated to that reporting segment. The effective date for public entities will be annual periods beginning after December 15, 2019, the Company's fiscal 2021. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the financial statements.

On November 17, 2016, the FASB issued ASU 2016-18, "Restricted cash," which provides additional guidance and clarification to the classification and presentation of restricted cash in ASC 230 - Statement of Cash Flows. The effective date for public entities will be annual periods beginning after December 15, 2017, the Company's fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the cash flows. We do not believe this update will have a material impact on the financial statements.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Ownership Structure — Atkore International Group Inc. (the "Company" or "Atkore") is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions ("MP&S") for the construction and industrial markets. The Company was incorporated in the State of Delaware on November 4, 2010. Atkore is the sole stockholder of Atkore International Holdings Inc. ("AIH"), which in turn is the sole stockholder of Atkore International, Inc. ("AII").

The Transactions — On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied Holdings, L.P. (the "CD&R Investor), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC ("CD&R"). On December 22, 2010, the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the "Preferred Stock") of the Company. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). The preferred stock is entitled to a 12% fixed, cumulative dividend paid quarterly ("Preferred Dividends") and dividends on an as-converted basis when declared on common stock ("Participating Dividends"). On December 22, 2010, the Company also issued common stock (the "Common Stock") to Tyco’s wholly owned subsidiary, Tyco International Holding S.à.r.l. ("Tyco Seller"), that initially represented the remaining 49% of the Company’s outstanding capital stock. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity. The aforementioned transactions described in this paragraph are referred to herein as the "Transactions."

On March 6, 2014, the Company entered into a non-binding letter of intent (the "Letter of Intent") with Tyco for the acquisition (the "Acquisition") of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $250,000 to Tyco Seller to redeem the shares, which were subsequently retired. The Company paid $2,000 of expenses related to the share redemption.

In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into Common Stock. As of September 26, 2014, Common Stock is the Company’s sole issued and outstanding class of securities.

Common Stock Split — On May 27, 2016, the Company effected a 1.37-for-1 stock split of its common stock. The accompanying consolidated financial statements and notes thereto give retroactive effect to the stock split for all periods presented.

Initial Public Offering — On June 9, 2016, the Company’s Registration Statement on Form S-1 relating to an initial public offering ("IPO") of our common stock was declared effective by the U.S. Securities and Exchange Commission ("SEC") and on June 15, 2016, we completed the IPO at a price to the public of $16.00 per share. In connection with the IPO, CD&R Allied Holdings, L.P., (the "CD&R Investor"), an affiliate of Clayton, Dubilier & Rice LLC ("CD&R"), sold an aggregate of 12,000,000 shares of our common stock. The CD&R Investor received all of the net proceeds and bore all commissions and discounts from the sale of our common stock. We did not receive any proceeds from the IPO. Following the completion of the IPO, Atkore is a "controlled company" within the meaning of the New York Stock Exchange ("NYSE") rules with CD&R retaining 80.1% of the common stock.

Basis of Presentation — The accompanying audited consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The audited consolidated financial statements include the assets and liabilities used in operating the Company’s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the audited consolidated financial statements from the effective date of acquisition or up to the date of disposal.

Description of Business — The Company is a leading manufacturer of Electrical Racewayproducts primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions ("MP&S") for the construction and industrial markets. Electrical Raceway products form the critical infrastructure that enables the deployment, isolation and protection of a structure’s electrical circuitry from the original power source to the final outlet. MP&S frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications.

Fiscal Periods — The Company has a 52- or 53-week fiscal year that ends on the last day in September starting fiscal 2016. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal year 2016 was a 53-week fiscal year which ended on September 30, 2016. Fiscal years 2015 and 2014 were 52-week fiscal years which ended on September 25, 2015 and September 26, 2014, respectively. Our next fiscal year will end on September 30, 2017 and will be a 52-week year. Our fiscal quarters end on the last Friday in December, March and June.

Use of Estimates — The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the consolidated financial statements and report the associated amounts of revenues and expenses. Significant estimates and assumptions are used for, but not limited to, allowances for doubtful accounts, provisions for certain rebates, sales incentives, trade promotions, product returns and discounts, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, legal liabilities, income taxes and tax valuation allowances, pension and postretirement employee benefit liabilities and purchase price allocation. Actual results could differ materially from these estimates.

Revenue Recognition — The Company’s revenue is generated principally from the sale of its products. Revenue from the sale of products is recognized at the time title, risks and rewards of ownership pass. This is generally when the products reach the free-on-board shipping point, the sales price is fixed and determinable and collection is reasonably assured. The freight charges for shipments are included in the Company’s revenues.

Provisions for certain rebates, sales incentives, trade promotions, product returns and discounts to customers are accounted for as reductions in determining sales in the same period the related sales are recorded. Rebates are estimated based on sales terms and historical experience.

Product returns are estimated based on historical experience and are recorded at the time revenues are recognized. Accordingly, the Company reduces recognized revenue for estimated future returns at the time revenue is recorded. The estimates for returns are adjusted periodically based upon changes in historical rates of returns and trend analysis.

Cost of Sales — The Company includes all costs directly related to the production of goods for sale in cost of sales in the statement of operations. These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower of cost or market provisions, freight and distribution costs, and the depreciation and amortization of assets directly used in the production of goods for sale.

Selling, General and Administrative Expenses — These amounts primarily include payroll-related expenses for both administrative and selling personnel, compensation expense from stock-based awards, restructuring-related charges, third-party professional services and translation gains or losses for foreign currency transaction.

Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents.

Allowance for Doubtful Accounts — The allowance for doubtful accounts receivable reflects the best estimate of losses inherent in the Company’s accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence.

Inventories — Inventories are recorded at the lower of cost (primarily LIFO) or market value. The Company estimates losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price.

Property, Plant and Equipment — Property, plant and equipment, net, is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:

Buildings	2 to 40 years
Building improvements	2 to 22 years
Machinery and production equipment	2 to 20 years
Support and testing machinery and equipment	2 to 15 years
Leasehold improvements	Lesser of remaining term of the lease or economic useful life

Long-Lived Asset Impairments — The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable.

The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Recoverability of an asset or asset group is first measured by a comparison of the carrying amount to its estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value. If impairment is determined to exist, any related impairment loss is calculated based on the estimated fair value. Impairment losses on assets to be disposed of or held for sale, if any, are based on the estimated proceeds to be received, less costs of disposal. See Note 18, ''Assets Held for Sale."

Goodwill and Indefinite-Lived Intangible Asset Impairments — Goodwill and indefinite-lived intangible assets are assessed for impairment annually and more frequently if events or circumstances indicate that is more likely than not that the fair value of a reporting unit is less than the carrying value. See Note 6, ''Goodwill and Intangible Assets.'' Management uses various sources of information to estimate fair value including forecasted operating results, business plans, economic projections, royalty rates, market multiples of publicly traded comparable companies and other market data.

When testing for goodwill impairment, the Company first compares the fair value of a reporting unit with its carrying amount. Assessing goodwill for impairment requires us to estimate future operating results and cash flows that require judgment by management. Using different estimates could impact the amount and timing of impairment. We determine the fair value of a reporting unit using three valuation approaches: (a) an income approach using a discounted cash flow analysis based on the forecasted cash flows (including estimated underlying revenue and operating income growth rates) discounted using an estimated weighted-average cost of capital of market participants; (b) a market approach using a comparable company analysis; (c) a market approach using a transaction analysis. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss.

In the second step of the goodwill impairment test, the Company compares the implied fair value of the reporting unit’s goodwill with the carrying amount of the reporting unit’s goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities represents the implied fair value of goodwill and is considered a Level 3 fair value measurement in accordance with the fair value hierarchy.

Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows:

Level 1-inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date.

Level 2-inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates.

Level 3-inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models.

Income Taxes and Uncertain Tax Positions — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date. The Company maintains an indemnity receivable for certain tax obligations that are indemnified by Tyco and that are expected to be settled directly with the taxing authorities.

The Company periodically assesses the realizabilty of the deferred tax assets. In making this determination management considers all available evidence, both positive and negative, including earnings history, expectations of future taxable income and available tax planning strategies. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is considered more likely than not to be realized. Changes in the required valuation allowance are recorded in income in the period such determination is made.

Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Provisions for uncertain tax positions provide a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained upon examination. The Company measures its uncertain tax positions as the largest amount of benefit that is greater than a 50 percent likelihood of being realized upon examination. Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense. See Note 9, ''Income Taxes.''

Concentration of Credit Risk — The Company extends credit to various customers in the retail and construction industries. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company’s overall credit risk. Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses. For all periods presented, no customer accounted for more than 10% of sales or accounts receivable.

Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management’s estimate as a result of the assessment by the Company’s claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation. For more information, see Note 16, ''Commitments and Contingencies''.

Translation of Foreign Currency — For the Company’s non-U.S. subsidiaries that report in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using year-end exchange rates. Revenue and expenses are translated at the monthly average exchange rates in effect during the fiscal year. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within the statements of comprehensive loss for the fiscal years ended September 30, 2016, September 25, 2015, and September 26, 2014.

Recent Accounting Pronouncements — On October 24, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." The ASU removes the prohibition in Accounting Standards Codification ("ASC") 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the results of operations, cash flows or financial positions.

On August 6, 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Payments," which amends ASC 230, "Statement of Cash Flow." The ASU provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. The ASU also provides clarification on the application of the predominance principle outlined in ASC 230. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company early adopted this new standard during fiscal 2016 and it did not have a material impact on the financial statements.

On March 30, 2016, FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which amends ASC 718. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, our fiscal 2018. Early adoption is permitted. The Company early adopted all amendments of ASU 2016-09 during fiscal 2016. The Company recognized excess tax benefit adjustments using a modified retrospective method. As a result of the adoption, we recorded an adjustment to retained earnings of $1.3 million to recognize net operating loss carryforwards, net of a valuation allowance, attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid in capital. The Company has elected to account for forfeitures when they occur. The election had no impact to our results of operations, cash flows, or financial positions.

On February 25, 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)." The ASU requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee’s right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee’s balance sheet to fairly represent the lease transaction and the lessee’s related financial obligations. We conduct some of our operations under leases that are accounted for as operating leases, with no related assets and liabilities on our balance sheet. The proposed changes would require that substantially all of our operating leases be recognized as assets and liabilities on our balance sheet. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position.

In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments." The ASU requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined rather than restating prior periods. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2015. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements.

In June 2015, the FASB issued ASU 2015-10, "Technical Corrections and Improvements." The ASU is part of an ongoing project on the FASB’s agenda to facilitate updates to the ASC, non-substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The ASU will apply to all reporting entities within the scope of the affected accounting guidance. The amendments requiring transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In May 2015, the FASB issued ASU 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)." The update amends ASC 820, "Fair Value Measurement." This ASU removes the requirement to categorize within the fair value hierarchy investments without readily determinable fair values in entities that elect to measure fair value using net asset value per share or its equivalent. The ASU requires that these investments continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. This update is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In April 2015, the FASB issued ASU 2015-05, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement." This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, the accounting for the license will be consistent with licenses of other intangible assets. If the arrangement does not include a license, the arrangement will be accounted for as a service contract. This update is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted for all entities. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In February 2015, the FASB issued ASU 2015-02 "Amendments to the Consolidation Analysis." This update amends the consolidation requirements in ASC 810, "Consolidation." The amendments change the consolidation analysis required under GAAP. For public business entities, the amendments in the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items." This update eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, the ASU does not affect the reporting and disclosure requirements for an event that is unusual in nature or that occurs infrequently. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, our fiscal 2017. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", which provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers: Deferral of the Effective Date", as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e. the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations", which clarifies certain aspects of the principal-versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing", which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients", which amends the new revenue recognition guidance on transition, collectibility, noncash consideration and the presentation of sales and other similar taxes. The amendments also clarify how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard's contract criteria. We are currently evaluating the transition methods and the impact of adoption of these ASUs on our consolidated financial statements.

XML

Acquisitions

12 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Acquisitions

ACQUISITIONS

From time to time, the Company enters into strategic acquisitions in an effort to better service existing customers and to attain new customers. The Company completed the following acquisitions for total consideration of approximately $30,440 and $39,787 for the fiscal years ended September 25, 2015 and September 26, 2014, respectively. The Company did not complete any acquisitions for the fiscal year ended September 30, 2016.

Fiscal 2015 Transactions—On October 20, 2014, Atkore Plastic Pipe Corporation, a wholly-owned indirect subsidiary of the Company, acquired all of the outstanding stock of American Pipe & Plastics, Inc. ("APPI"). The aggregate purchase price was $6,572. APPI is a manufacturer of PVC conduit and is located in Kirkwood, New York. Additionally, on November 17, 2014, Atkore Steel Components, Inc., a wholly-owned indirect subsidiary of the Company, acquired most of the assets and assumed certain liabilities of Steel Components, Inc. ("SCI"). The aggregate purchase price was $23,868. SCI provides steel and malleable iron electrical fittings for steel, flexible and liquidtight conduit, as well as armored cable. SCI is located in Coconut Creek, Florida.

The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. Fair value measurements were applied based on assumptions that market participants would use in the pricing of the asset or liability. The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date:

(in thousands)	APPI			SCI
Fair value of consideration transferred:
Cash consideration	$	6,572		$	23,837
Fair value of assets acquired and liabilities assumed:
Accounts receivable	1,813			4,302
Inventories	1,850			5,500
Intangible assets	480			10,600
Fixed assets	2,907			46
Accounts payable	(1,057		)	(690		)
Other	(808		)	155
Net assets acquired	5,185			19,913
Excess purchase price attributed to goodwill acquired	$	1,387		$	3,924

Both acquisitions strengthened and diversified the Company’s Electrical Raceway reportable segment and its portfolio of products provided to electrical distribution customers. The Company funded both acquisitions using borrowings from AII’s asset-based credit facility ("ABL Credit Facility"). The Company recognized $1,387 and $3,924 of goodwill for APPI and SCI, respectively. See Note 6, ''Goodwill and Intangible Assets''. Goodwill consists of the excess of the purchase price over the net of the fair value of the acquired assets and assumed liabilities, and represents the estimated economic value attributable to future operations. Goodwill recognized from the APPI acquisition was non-deductible for income tax purposes. Goodwill recognized from the SCI acquisition was tax-deductible and is amortized over 15 years for income tax purposes. The goodwill arising from both acquisitions consists largely of the synergies and economies of scale from integrating these companies with existing businesses. The Company incurred approximately $318 and $610 during the years ended September 25, 2015 and September 26, 2014, respectively for acquisition-related expenses for both transactions which were recorded as a component of selling, general and administrative expenses. Due to the immaterial nature of the acquisitions, both individually, and in the aggregate, the Company did not include the full year pro-forma results of operations for the acquisition year or previous years.

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

	APPI			SCI
($ in thousands)	Fair Value		Weighted Average Useful Life (Years)	Fair Value		Weighted Average Useful Life (Years)
Amortizable intangible assets:
Customer relationships	$	300	10	$	7,900	8
Other	180		4	2,700		14
Total amortizable intangible assets	$	480		$	10,600

The SCI purchase agreement contained a provision for contingent consideration requiring the Company to pay the former owners an amount not to exceed $500 upon achieving certain performance targets. The Company recorded $190 in Accrued and other current liabilities as the best estimate of fair value of the contingent consideration on the opening balance sheet. The fair value estimate was considered a Level 3 measurement in accordance with the fair value hierarchy and the range of possible outcomes did not differ materially from the amount recorded. The performance target period of one year expired during fiscal 2015 and the performance conditions were not met. As such, the Company recorded a reversal of the contingent liability as a component of selling, general and administrative expense.

Fiscal 2014 Transactions—On October 11, 2013, PPC acquired substantially all of the assets of EP Lenders II, LLC d/b/a Ridgeline. The aggregate purchase price for the assets was $39,787. The purchase price was funded from borrowings under the ABL Credit Facility. Ridgeline manufactures and sells PVC conduit, fittings, elbows and plumbing products, which complements the Company’s current conduit businesses in the Company’s Electrical Raceway reportable segment. The Company incurred approximately $267 during fiscal 2014 for acquisition-related expenses which were recorded as a component of selling, general and administrative expenses. Due to the immaterial nature of the acquisition, the Company did not included full year pro-forma results of operations for the acquisition year.

The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the October 11, 2013 acquisition date:

(in thousands)	Ridgeline
Fair value of consideration transferred:
Cash consideration	$	39,787
Fair value of assets acquired and liabilities assumed:
Accounts receivable	3,445
Inventories	2,510
Intangible assets	15,890
Fixed assets	10,551
Accounts payable	(2,218		)
Net assets acquired	30,178
Excess purchase price attributed to goodwill acquired	$	9,609

The acquisition resulted in the recognition of $9,609 of goodwill, which was nondeductible for income tax purposes. The goodwill arising from the acquisition consisted largely of the synergies and economies of scale expected from combining the acquisitions with current businesses.

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

	Ridgeline
($ in thousands)	Fair Value		Weighted Average Useful Life (Years)
Amortizable intangible assets:
Customer relationships	$	15,600	10
Other	290		2
Total amortizable intangible assets	$	15,890

XML

Related Party Transactions

12 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS

Transactions between the Company, CD&R and affiliates of CD&R and Tyco are considered related party.

In December 2010, the CD&R Investor acquired a majority stake in the Company (the "CD&R Acquisition"). In connection with the CD&R Acquisition, the Company, AIH and AII entered into a consulting agreement (the "Consulting Agreement") with CD&R. Prior to April 9, 2014, the Company paid a $6,000 annual advisory fee to CD&R and Tyco based on their pro-rata ownership percentages. The fees were paid quarterly, in advance and recorded as a component of selling, general and administrative expenses in the Company’s consolidated statement of operations. As a result of the sale of Tyco's ownership interest on April 9, 2014, the Company’s consulting fee paid to Tyco was prorated through April 9, 2014. Tyco is no longer considered a related party and is not reported as such for periods after April 9, 2014. Additionally, CD&R’s annual consulting fee was reduced to $3,500.

In connection with the IPO on June 15, 2016, the Company entered into an agreement with CD&R to terminate the Consulting Agreement, including the ongoing consulting fees and paid CD&R a fee of $12,800 . The consulting and termination fees were $15,425, $3,500 and $4,854 for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014, respectively.

Additionally, affiliates of CD&R owned equity positions in one of the Company’s customers until fiscal 2014 and another of the Company’s customers until fiscal 2015. The following table presents information regarding related party transactions with these customers:

	Fiscal Year Ended
	September 26, 2014
(in thousands)	Tyco and affiliates		CD&R affiliates
Net sales	$	5,933	$	105,681
Cost of sales	4,943		78,019

XML

Inventories, Net

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Inventory Disclosure [Abstract]

Inventories, Net

2. INVENTORIES, NET

The Company records inventory at the lower of cost (primarily last in, first out, or "LIFO") or market for a majority of the Company. Approximately 82% and 87% of the Company's inventories are valued at the lower of LIFO cost or market at December 30, 2016 and September 30, 2016, respectively. Interim LIFO determinations, including those at December 30, 2016, are based on management's estimates of future inventory levels and costs for the remainder of the current fiscal year.

As of December 30, 2016 and September 30, 2016, the excess and obsolete inventory reserve was $8,050 and $8,447, respectively.

INVENTORIES, NET

(in thousands)	September 30, 2016			September 25, 2015
Purchased materials and manufactured parts, net	$	47,754		$	42,562
Work in process, net	17,082			13,360
Finished goods, net	115,062			111,743
LIFO reserve	(18,433		)	(5,741		)
Inventories, net	$	161,465		$	161,924

The Company records inventory at the lower of cost or market (primarily last in, first out, or "LIFO") or market value for a majority of the Company. Approximately 87% and 80% of the Company's inventories are valued at the lower of LIFO cost or market at September 30, 2016 and September 25, 2015, respectively.

As of September 30, 2016 and September 25, 2015, the excess and obsolete inventory reserve was $8,447 and $10,201, respectively.

XML

Property, Plant and Equipment

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

3. PROPERTY, PLANT AND EQUIPMENT

As of December 30, 2016 and September 30, 2016, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)	December 30, 2016			September 30, 2016
Land	$	13,294		$	12,804
Buildings and related improvements	103,322			103,256
Machinery and equipment	244,532			245,011
Leasehold improvements	6,217			6,498
Construction in progress	5,272			6,148
Property, plant and equipment	372,637			373,717
Accumulated depreciation	(174,575		)	(171,025		)
Property, plant and equipment, net	$	198,062		$	202,692

Depreciation expense for the three months ended December 30, 2016 and December 25, 2015 totaled $8,039 and $7,976, respectively.

PROPERTY, PLANT AND EQUIPMENT

As of September 30, 2016 and September 25, 2015, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)	September 30, 2016			September 25, 2015
Land	$	12,804		$	13,294
Buildings and related improvements	103,256			104,315
Machinery and equipment	245,011			231,237
Leasehold improvements	6,498			5,572
Construction in progress	6,148			10,582
Property, plant and equipment	373,717			365,000
Accumulated depreciation	(171,025		)	(140,716		)
Property, plant and equipment, net	$	202,692		$	224,284

Depreciation expense for fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014 totaled $32,779, $37,362 and $37,837, respectively.

XML

Goodwill and Intangible Assets

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

4. GOODWILL AND INTANGIBLE ASSETS

Goodwill - There were no changes in the carrying amount of goodwill during the three months ended December 30, 2016.

	Operating Segment
(in thousands)	Electrical Raceway			Mechanical Products & Solutions			Total
Balance at December 30, 2016
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses	(3,924		)	(43,000		)	(46,924		)
	$	76,640		$	39,189		$	115,829

The Company assesses the recoverability of goodwill on an annual basis in accordance with Accounting Standards Codification ("ASC") 350, "Intangibles - Goodwill and Other." The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value. During the three months ended December 30, 2016 there were no such events or circumstances in accordance with ASC 350; therefore, the Company did not perform a test to assess the recoverability of goodwill.

Intangible assets - The Company also assesses the recoverability of its indefinite-lived trade names on an annual basis or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value, in accordance with ASC 350. The Company uses the relief from royalty method, an income approach method, to quantify the fair value of its trade names. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value. During the three months ended December 30, 2016 there were no such events or circumstances in accordance with ASC 350; therefore, the Company did not perform a test to assess the recoverability of indefinite-lived intangible assets.

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

		December 30, 2016							September 30, 2016
($ in thousands)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer Relationships	12	$	249,245	$	(102,668	)	$	146,577	$	249,245	$	(97,484	)	$	151,761
Other	7	16,943		(8,051		)	8,892		16,943		(7,647		)	9,296
Total		266,188		(110,719		)	155,469		266,188		(105,131		)	161,057
Indefinite-lived intangible assets:
Trade names		93,880		—			93,880		93,880		—			93,880
Total		$	360,068	$	(110,719	)	$	249,349	$	360,068	$	(105,131	)	$	254,937

Amortization expense for the three months ended December 30, 2016 and December 25, 2015 was $5,589 and $5,517, respectively. Expected amortization expense for intangible assets for the remainder of 2017 and over the next five years and thereafter is as follows:

Remaining 2017	$	16,228
2018	21,399
2019	21,235
2020	21,256
2021	20,558
2022	19,746
Thereafter	35,047

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

GOODWILL AND INTANGIBLE ASSETS

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

	Segment
(in thousands)	Electrical Raceway			Mechanical Products & Solutions			Total
Balance as of September 26, 2014
Goodwill	$	75,253		$	82,189		$	157,442
Accumulated impairment losses	—			(43,000		)	(43,000		)
Total	75,253			39,189			114,442
Goodwill acquired during year	5,311			—			5,311
Impairment losses	(3,924		)	—			(3,924		)
Total	$	76,640		$	39,189		$	115,829
Balance as of September 25, 2015
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses	(3,924		)	(43,000		)	(46,924		)
Total	$	76,640		$	39,189		$	115,829
Balance at September 30, 2016
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses	(3,924		)	(43,000		)	(46,924		)
Total	$	76,640		$	39,189		$	115,829

The Company assesses the recoverability of goodwill on an annual basis in accordance with ASC 350, "Intangibles - Goodwill and Other." The measurement date is the first day of the fourth fiscal quarter, or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value. This assessment employs a two-step approach. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If a reporting unit’s carrying amount exceeds its fair value, a goodwill impairment may exist. The second part of the test compares the implied fair value of goodwill with its carrying amount.

The assumptions used in the goodwill impairment testing process involve various judgments and estimates, and are subject to inherent uncertainties and subjectivity. The analysis estimates numerous factors, including future sales, gross profit, selling, general and administrative expense rates and capital expenditures. These estimates are based on the Company’s business plans and forecasts. These estimated cash flows are then discounted, which necessitates the selection of an appropriate discount rate. The discount rate used reflects the market-based estimates of the risks associated with the projected cash flows of

the reporting unit.

The Company had no goodwill impairments in the fiscal year ended September 30, 2016. As of September 30, 2016, the fair values of the reporting units exceed their respective carrying amount by 10% or more. A 10% decrease in the discounted cash flows utilized in Step 1 for each of the remaining reporting units would not have changed our determination that the fair value of each reporting unit was in excess of its carrying value.

During fiscal 2015, the Company’s acquisition of SCI was treated as a separate reporting unit for which all of the goodwill ascribed from the purchase price allocation was assigned. SCI’s fiscal 2015 operating performance was below the Company’s initial projections. Post-acquisition, SCI’s net sales and earnings degraded in part due to a shift in the mix of products sold to a key customer. This customer historically purchased a disproportionate amount of higher margin product for use in a particular geographic end market. During the year, the volume shifted to lower margin product. Additionally, the customer began fulfilling a portion of their demand from a second source. The shift in product mix and volume decline prompted the Company to revisit the long-term projected forecast for this customer and its relative impact on the entire reporting unit.

The Company’s revised long-term projections were used in Step 1 of the goodwill impairment analysis. The first step of the goodwill impairment test indicated that the carrying value of the reporting unit, including goodwill, exceeded the fair value of the reporting unit requiring the second step of the test in the fourth quarter. The implied fair value in Step 2 revealed a $3,924 non-cash impairment, which is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. As a result, there is no more goodwill ascribed to this reporting unit. The non-cash impairment charge was recorded as a component of asset impairment charges in the Company’s consolidated statements of operations during fiscal 2015.

The Company concluded that the circumstances surrounding this customer constituted a triggering event in accordance with ASC 360, "Property, Plant & Equipment." The Company compared the estimated undiscounted cash flows of the finite-lived customer relationship intangible asset to its carrying value to assess the recoverability. As the undiscounted cash flows related to the customer relationship intangible asset exceeded its carrying value, the Company did not proceed to the second step of the impairment test.

In fiscal 2014, the Company recorded a $43,000 non-cash impairment charge related to a reporting unit in our MP&S reportable segment. The resulting implied fair value of goodwill is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. This non-cash goodwill impairment was driven by changes in market conditions, the reporting unit’s actual results in fiscal 2014 that were below amounts estimated in fiscal 2013 and revisions to the reporting unit’s growth projections. Although this market had improved in 2014, the recovery related to steel products was expected to be slower compared to markets that buy copper and PVC products. The non-cash impairment charge was recorded as a component of asset impairment charges in the Company’s consolidated statements of operations.

Intangible Assets—The Company also assesses the recoverability of its indefinite-lived trade names on an annual basis or more frequently, if events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than the carrying value, in accordance with ASC 350. The Company uses the relief from royalty method, an income approach method, to quantify the fair value of its trade names. The measurement date is the first day of the fourth fiscal quarter, or more frequently, if triggering events occur. In fiscal 2016 and 2015, there were no trade names whose carrying values were in excess of their fair values. In fiscal 2014, two of the Company’s trade names, Razor Ribbon and Columbia MBF, in our MP&S reporting unit had carrying values in excess of their fair values. There is no second step when measuring impairment of indefinite-lived intangible assets. The Company recorded a $939 non-cash impairment charge for the year ended September 26, 2014 related to the Razor Ribbon and Columbia MBF trade names related to our MP&S reporting units, which is considered a Level 3 fair value measurement in accordance with the fair value hierarchy. This impairment was recorded prior to conducting the second step of the goodwill impairment test. The impairment was due to a contraction in the long-term growth projections of products sold under these trade names.

The Company also considered potential impairment indicators associated with other finite-lived intangible assets, including its customer relationships, patents, and non-compete agreements. An impairment is recognized if the carrying value of an asset or asset group exceeds the estimated undiscounted future cash flows expected to result from the use of the asset or asset group and its eventual disposition. The Company’s key customers are primarily wholesale and national distributors. The terms of these relationships are based on purchase orders and are not contractually based. Customer relationships are amortized over their useful lives, ranging from 6 to 14 years. The Company evaluates the appropriateness of remaining useful lives based on customer attrition rates. Other intangible assets are amortized over their estimated useful lives, ranging from 2 to 20 years. The Company did not have a triggering event during fiscal 2016 and 2015.

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

		September 30, 2016							September 25, 2015
($ in thousands)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable Intangible Assets:
Customer relationships	12	$	249,245	$	(97,484	)	$	151,761	$	249,245	$	(77,112	)	$	172,133
Other	7	16,943		(7,647		)	9,296		16,943		(5,781		)	11,162
Total		266,188		(105,131		)	161,057		266,188		(82,893		)	183,295
Indefinite-lived Intangible Assets:
Trade names		93,880		—			93,880		93,880		—			93,880
Total		$	360,068	$	(105,131	)	$	254,937	$	360,068	$	(82,893	)	$	277,175

Amortization expense for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014 was $22,238, $22,103 and $20,857, respectively. Expected amortization expense for intangible assets over the next five years and thereafter is as follows:

2017	21,817
2018	21,399
2019	21,235
2020	21,256
2021	20,558
Thereafter	54,792

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

XML

Accrued and Other Current Liabilities

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

5. ACCRUED AND OTHER CURRENT LIABILITIES

As of December 30, 2016 and September 30, 2016, accrued and other current liabilities were comprised of:

(in thousands)	December 30, 2016		September 30, 2016
Accrued compensation and employee benefits	$	17,078	$	34,331
Accrued transportation costs	8,835		12,348
Accrued interest	495		—
Deferred gain on sale of investment	9,088		9,088
Product liability	1,550		1,550
Accrued professional services	6,005		7,038
Accrued restructuring	1,089		1,380
Other	22,035		21,376
Accrued and other current liabilities	$	66,175	$	87,111

ACCRUED AND OTHER CURRENT LIABILITIES

As of September 30, 2016 and September 25, 2015, accrued and other current liabilities were comprised of:

(in thousands)	September 30, 2016		September 25, 2015
Accrued compensation and employee benefits	$	34,331	$	31,146
Accrued transportation costs	12,348		13,627
Accrued interest	—		9,890
Deferred gain on sale of investment	9,088		9,121
Product liability	1,550		2,700
Accrued professional services	7,038		6,535
Accrued restructuring	1,380		4,413
Other	21,376		19,840
Accrued and other current liabilities	$	87,111	$	97,272

XML

Debt

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Debt Disclosure [Abstract]

Debt

6. DEBT

Debt as of December 30, 2016 and September 30, 2016 was as follows:

(in thousands)	December 30, 2016			September 30, 2016
New First Lien Term Loan Facility due December 22, 2023	$	498,750		$	—
First lien loan due April 9, 2021	—			409,200
Second lien loan due October 9, 2021	—			229,460
Deferred financing costs	(5,003		)	(8,347		)
Total debt	$	493,747		$	630,313
Less: Current portion	4,228			1,267
Long-term debt	$	489,519		$	629,046

Term Loan Facilities - On April 9, 2014, AII entered into a credit agreement (the "Initial Credit Agreement") for a $420,000 First Lien Term Loan Facility (the "Existing First Lien Term Loan Facility") and a credit agreement for a $250,000 Second Lien Term Loan Facility (the "Second Lien Term Loan Facility"). The Existing First Lien Term Loan Facility was priced at 99.5%, carried an interest rate of LIBOR plus 3.5% with a LIBOR floor of 1.00%, and was to mature on April 9, 2021. The Second Lien Term Loan Facility was priced at 99.0%, carried an interest at a rate of LIBOR plus 6.75% with a LIBOR floor of 1.00%, and was to mature on October 9, 2021.

On December 22, 2016, AII entered into an amendment to the Initial Credit Agreement, which amended and restated the Initial Credit Agreement and provided for a new $500,000 first lien term loan facility (the "New First Lien Term Loan Facility"). Loans under the New First Lien Term Loan Facility bear interest at either LIBOR plus an applicable margin equal to 3.0% or an alternate base rate plus an applicable margin equal to 2.0% and are guaranteed by AIH and the U.S. operating companies owned by AII. The New First Lien Term Loan Facility matures on December 22, 2023, amortizes at a rate of 1.0% per annum and was priced at 99.75%. AII used proceeds from the New First Lien Term Loan Facility and approximately $155 million of available cash to (i) repay all outstanding loans under the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility and (ii) pay related fees and expenses, including accrued interest. For the three months ended December 30, 2016, the Company recorded a $9,805 loss on the extinguishment of the Existing First Lien Term Loan Facility and the Second Lien Term Loan Facility.

The New First Lien Term Loan Facility contains customary covenants typical for this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions, mergers and consolidations. The New First Lien Term Loan Facility also contain customary events of default typical for this type of financing, including, without limitation, failure to pay principal and/or interest when due, failure to observe covenants, certain events of bankruptcy, the rendering of certain judgments, or the loss of any guarantee.

As of December 30, 2016, the approximate fair value of the New First Lien Term Loan Facility was $503,750. In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions for the New First Lien Term Loan Facility, which were classified within Level 2 of the fair value hierarchy.

ABL Credit Facility - On December 22, 2016, AII entered into the Fifth Amendment to Credit Agreement and Third Amendment to and Reaffirmation of Guarantee and Collateral Agreement to amend its asset based credit facility (the "ABL Credit Facility"). The amendment, among other things, extended the maturity of the facility to December 22, 2021 and decreased the interest rate margins applicable to loans under the facility to (i) in the case of U.S. dollar-denominated loans, either (x) LIBOR plus an applicable margin ranging from 1.25% to 1.75%, or (y) an alternate base rate plus an applicable margin ranging from 0.25% to 0.75% or (ii) in the case of Canadian dollar-denominated loans, either (x) the BA rate plus an applicable margin ranging from 1.25% to 1.75% or (y) a Canadian prime rate plus an applicable margin ranging from 0.25% to 0.75% . The ABL Credit Facility has aggregate commitments of $325,000 and is guaranteed by AIH and the U.S. operating companies owned by AII. AII's availability under the ABL Credit Facility was $180,953 and $206,917 as of December 30, 2016 and September 30, 2016, respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85% of eligible accounts receivable plus the lesser of (i) 80% of eligible inventory of each borrower and guarantor and (ii) 85% of the net orderly liquidation value of eligible inventory, subject to certain limitations. There were no borrowings outstanding under the ABL Credit Facility as of December 30, 2016 and September 30, 2016, respectively.

The ABL Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. Affirmative covenants include, without limitation, the timely delivery of quarterly and annual financial statements, certifications to be made by AIH, AII and each of its restricted subsidiaries, payment of obligations, maintenance of corporate existence and insurance, notices, compliance with environmental laws, and the grant of liens. The negative covenants include, without limitation, the following: limitations on indebtedness, dividends and distributions, investments, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and changes in charter documents. Additionally, if the availability under the ABL Credit Facility falls below certain levels, AII would subsequently be required to maintain a minimum fixed charge coverage ratio. AII was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the ABL Credit Facility.

DEBT

Debt as of September 30, 2016 and September 25, 2015 was as follows:

(in thousands)	September 30, 2016			September 25, 2015
First lien loan due April 9, 2021	$	409,200		$	414,150
Second lien loan due October 9, 2021	229,460			248,036
Deferred financing costs	(8,347		)	(11,622		)
Other	—			1,644
Total debt	$	630,313		$	652,208
Less: Current portion	1,267			2,864
Long-term debt	$	629,046		$	649,344

Term Loan Facilities—On April 9, 2014, AII entered into a credit agreement for a $420,000 First Lien Term Loan Facility (the "First Lien Term Loan Facility") and a credit agreement for a $250,000 Second Lien Term Loan Facility (the "Second Lien Term Loan Facility" and together with the First Lien Term Loan Facility, the "Term Loan Facilities"). The First Lien Term Loan Facility was priced at 99.5%, bears interest at a rate of LIBOR plus 3.5% with a LIBOR floor of 1.00%, and matures on April 9, 2021. The Second Lien Term Loan Facility was priced at 99.0%, bears interest at a rate of LIBOR plus 6.75% with a LIBOR floor of 1.00%, and matures on October 9, 2021. All obligations under the Term Loan Facilities are fully and unconditionally guaranteed by AIH and the U.S. subsidiaries owned directly or indirectly by AII.

The Term Loan Facilities contain customary covenants typical for this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions, mergers and consolidations. The Term Loan Facilities also contain customary events of default typical for this type of financing, including, without limitation, failure to pay principal and/or interest when due, failure to observe covenants, certain events of bankruptcy, the rendering of certain judgments, or the loss of any guarantee.

On January 22, 2016, AII redeemed $17,000 of the Second Lien Term Loan Facility at a redemption price of 89.00% of the par value, and $2,000 at a redemption price of 89.75% of the par value. For the fiscal year ended September 30, 2016, the Company recorded a gain on the extinguishment of debt of $1,661.

As of September 30, 2016, the approximate fair value of the First Lien Term Loan Facility was $411,084 and the Second Lien Term Loan Facility was $231,092. In determining the approximate fair value of its long-term debt, the Company used the trading value among financial institutions for the Term Loan Facilities, which were classified within Level 2 of the fair value hierarchy.

ABL Credit Facility—The ABL Credit Facility has aggregate commitments of $325,000 and is guaranteed by AIH and the U.S. subsidiaries owned directly or indirectly by AII. AII’s availability under the ABL Credit Facility was $206,917 and $255,755 as of September 30, 2016 and September 25, 2015, respectively. Availability under the ABL Credit Facility is subject to a borrowing base equal to the sum of 85% of eligible accounts receivable plus 80% of eligible inventory of each borrower and guarantor, subject to certain limitations. The interest rate on the ABL Credit Facility is LIBOR plus an applicable margin ranging from 1.50% to 2.00%, or an alternate base rate for U.S. Dollar denominated borrowings plus an applicable margin ranging from 0.50% to 1.00%. The ABL Credit Facility matures on October 23, 2018. There were no borrowings outstanding under the ABL Credit Facility as of September 30, 2016 and September 25, 2015, respectively.

The ABL Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. Affirmative covenants include, without limitation, the timely delivery of quarterly and annual financial statements, certifications to be made by AII, payment of obligations, maintenance of corporate existence and insurance, notices, compliance with environmental laws, and the grant of liens. The negative covenants include, without limitation, the following: limitations on indebtedness, dividends and distributions, investments, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and changes in charter documents. Additionally, if the availability under the ABL Credit Facility falls below certain levels, AII would subsequently be required to maintain a minimum fixed charge coverage ratio. AII was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the ABL Credit Facility.

The Company's remaining financial instruments consist primarily of cash and cash equivalents, accounts receivable and accounts payable.

XML

Income Taxes

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

7. INCOME TAXES

For the three months ended December 30, 2016 and December 25, 2015, the Company's effective income tax rate attributable to income from operations before income taxes was 24.1% and 34.9% respectively. For the three months ended December 30, 2016 and December 25, 2015, the Company's income tax expense was $5,507 and $4,598, respectively. The decrease in the effective tax rate was primarily due to the excess tax benefit associated with the exercise of stock options recognized which is reflected as a reduction in tax expense in the current period. The tax rate was also favorably impacted due to an increased benefit from the domestic manufacturing deduction.

The Company has recorded a valuation allowance against net operating losses in certain foreign jurisdictions. A valuation allowance is recorded when it is determined to be more likely than not that these assets will not be fully realized in the foreseeable future. The realization of deferred tax assets is dependent upon whether the Company can generate future taxable income in the appropriate character and jurisdiction to utilize the assets. The amount of the deferred tax assets considered realizable is subject to adjustment in future periods.

The Company recognizes the benefits of uncertain tax positions taken or expected to be taken in tax returns in the provision for income taxes only for those positions that it has determined are more likely than not to be realized upon examination. The Company records interest and penalties related to unrecognized tax benefits as a component of provision for income taxes. The Company is fully indemnified by its former parent for uncertain tax positions taken prior to December 22, 2010.

For the three months ended December 30, 2016, the Company made no additional provision for U.S. or non-U.S. income taxes on the undistributed income of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such income.

INCOME TAXES

Significant components of income (loss) from continuing operations and income tax expense for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014consisted of the following:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015			September 26, 2014
Components of income (loss) before income taxes:
United States	$	78,016	$	(11,739	)	$	(107,722	)
Non-U.S	8,765		3,868			835
Income (loss) before income taxes	$	86,781	$	(7,871	)	$	(106,887	)
Income tax expense (benefit):
Current:
United States:
Federal	$	18,748	$	(2,017	)	$	195
State	4,655		1,562			1,502
Non-U.S:	2,026		1,189			1,874
Current income tax expense (benefit)	$	25,429	$	734		$	3,571
Deferred
United States:
Federal	$	642	$	(3,721	)	$	(31,690	)
State	1,872		(929		)	(2,925		)
Non-U.S:	42		1,000			(1,895		)
Deferred income tax expense (benefit)	2,556		(3,650		)	(36,510		)
Income tax expense (benefit)	$	27,985	$	(2,916	)	$	(32,939	)

The mix of foreign losses and domestic losses, along with rate reconciling items as outlined below, impacts the effective tax rate for the periods. Differences between the statutory federal income tax rate and effective income tax rate are summarized below:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Statutory federal tax	35	%	35	%	35	%
Adjustments to reconcile to the effective income tax rate:
State income taxes	5	%	1	%	2	%
Nondeductible expenses	2	%	(7	)%	(1	)%
Valuation allowance	1	%	(15	)%	—	%
Foreign rate differential	(2	)%	3	%	—	%
U.S. tax effects of unremitted foreign earnings	—	%	—	%	2	%
Nondeductible goodwill impairment	—	%	—	%	(11	)%
Domestic Manufacturing Deduction	(3	)%	—	%	—	%
Finalization of Federal audits	—	%	—	%	4	%
Prior period adjustments	—	%	(2	)%	—	%
Indemnified uncertain tax benefits	(5	)%	22	%	—	%
Other	(1	)%	—	%	—	%
Effective income tax rate	32	%	37	%	31	%

The Company’s effective tax rate for fiscal 2016 differs from the statutory rate primarily due to a $4,332 tax benefit from the release of indemnified uncertain tax positions, a $2,805 tax benefit for domestic manufacturing deduction, offset by $4,625 of state income tax expense and $1,685 of non-deductible transaction costs.

The Company’s effective tax rate for fiscal 2015 differs from the statutory rate due to a $1,779 tax benefit from the release of indemnified uncertain tax positions offset by nondeductible expenses and additional valuation allowance against deferred tax assets and foreign jurisdictions in which the deferred tax assets are not expected to be realized.

The Company’s effective tax rate for fiscal 2014 differs from the statutory rate due to $34,577 of nondeductible goodwill impairment, additional federal net operating losses recognized from the closure of a federal audit for prior periods, and the tax benefit from income of certain foreign subsidiaries deemed indefinitely reinvested. The remaining $8,423 of goodwill impairment is deductible for tax purposes.

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

(in thousands)	September 30, 2016			September 25, 2015
Deferred tax assets:
Accrued liabilities and reserves	$	50,221		$	32,494
Tax loss and credit carryforwards	14,138			18,699
Postretirement benefits	14,232			11,481
Inventory	6,526			18,481
Other	1,320			2,425
	$	86,437		$	83,580
Deferred tax liabilities:
Property, plant and equipment	$	(12,785	)	$	(8,458	)
Intangible assets	(70,037		)	(74,649		)
Loss on investment	(5,151		)	(4,248		)
Other	(1,695		)	(2,163		)
	$	(89,668	)	$	(89,518	)
Net deferred tax liability before valuation allowance	(3,231		)	(5,938		)
Valuation allowance	(8,658		)	(7,532		)
Net deferred tax liability	$	(11,889	)	$	(13,470	)

As of September 30, 2016, the Company has $67,790 of state net operating loss carryforwards which expire beginning in 2017 through 2035. In certain non-U.S. jurisdictions the Company has net operating loss carryforwards of $37,369 which have an expiration period ranging from five years to unlimited.

Valuation allowances have been established on net operating losses and other deferred tax assets in Australia, France, Asia Pacific, and other foreign and U.S. state jurisdictions as a result of the Company's determination that there is less than 50% likelihood that these assets will be realized. Evidence for this determination includes three year cumulative loss positions, future reversal of temporary differences, and expectations of future losses. For fiscal 2016, the Company reassessed the need for a valuation allowance against deferred tax assets in the Company’s Asia Pacific business based on recent earnings and utilization of net operating losses. As a result, the Company released its historic valuation allowance related to the $1,360 of deferred taxes of our Asia Pacific business.

As of September 30, 2016, the Company had unrecognized tax benefits of $3,803 which, if recognized, would positively benefit the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. As of September 30, 2016 and September 25, 2015, the Company had accrued interest and penalties of $3,035 and $5,497, respectively, in the consolidated balance sheets.

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

(in thousands)	For the period from September 27, 2013 to September 30, 2016
Balance as of September 27, 2013	$	14,164
Additions based on tax positions related to prior years	134
Settlements	(4,056		)
Balance as of September 26, 2014	10,242
Additions based on tax positions related to prior years	69
Settlements	(2,210		)
Balance as of September 25, 2015	8,101
Additions based on tax positions related to prior years	62
Settlements	(4,360		)
Balance as of September 30, 2016	$	3,803

During fiscal 2016, the balance of unrecognized tax benefits decreased by $4,360 as a result of Tyco completing tax audits and the expiration of the statute of limitations in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions decreased by $2,458.

During fiscal 2015, the balance of unrecognized tax benefits decreased by $2,210 as a result of Tyco completing tax audits and the expiration of the statute of limitations in various state jurisdictions. The related accrued penalties and interest for uncertain tax positions decreased by $596.

During fiscal 2014, Tyco recorded a $3,809 unrecognized tax benefit related to prior period adjustments and $150 unrecognized tax benefit related to state tax filing positions. Tyco administers any audits with various taxing jurisdictions for all periods prior to December 22, 2010. These settlements relate to historical uncertain tax positions which are covered by the Investment Agreement between the Company and Tyco as a result of the Transactions.

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

Jurisdiction	Years Open to Audit
France	2010-2012
U.S.	2010-2015

The Company’s income tax returns are examined periodically by various taxing authorities. The Company’s federal tax return for fiscal 2015 is currently under examination by the Internal Revenue Service, and the Company is currently under examination in various state jurisdictions. Based on the current status of its income tax audits, the Company believes that it is reasonably possible that there would be no material changes to the unrecognized tax benefits in the next twelve months. Should any unrecognized tax benefits be resolved, the Company will seek reimbursement from Tyco under the terms of the Investment Agreement relative to the periods prior to the Transactions.

Other Income Tax Matters—During the fiscal years ended September 30, 2016 and September 25, 2015, the Company made no additional provision for U.S. or non-U.S. income taxes on the undistributed income of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to basis differences in investments in subsidiaries, as such income is expected to be indefinitely reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such income.

During fiscal 2014, the Company recorded a deferred tax benefit of $2,069 related to the reversal of the deferred tax liability established in prior years for U.S. and non-U.S. income taxes on the undistributed income of subsidiaries, which the Company now considers to be indefinitely reinvested.

As of September 30, 2016, certain subsidiaries had approximately $26,749 of undistributed income that the Company intends to permanently reinvest. A liability could arise if the Company’s intention to permanently reinvest such income were to change and amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practicable to estimate the additional income taxes related to permanently reinvested income or the basis differences related to investments in subsidiaries.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across its global operations. The Company records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. The Company adjusts these reserves in light of changing facts and circumstances. However, due to the complexity of some of these

uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. For uncertain tax liabilities arising in the periods prior to the Transactions that are resolved in a future period, the Company plans to seek repayment from Tyco under the terms of the Investment Agreement. Accordingly, the Company has reflected those liabilities with an offsetting receivable due from Tyco of $5,915 on the consolidated balance sheet as of September 30, 2016. If the Company’s estimate of uncertain tax liabilities arising in the periods following

the Transactions proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary.

Under the terms of the Investment Agreement, Tyco has agreed to indemnify and hold harmless the Company and its subsidiaries and their respective affiliates from and against any taxes of the Company with respect to any tax period ending on or before the closing of the Transactions, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the Transactions. In addition, the Company has agreed to indemnify and hold harmless Tyco and its affiliates from and against any liability for any taxes of the Company with respect to any post-Transactions tax period.

XML

Postretirement Benefits

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Postretirement Benefits

8. POSTRETIREMENT BENEFITS

The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain U.S. employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation.

The net periodic benefit cost for the three months ended December 30, 2016 and December 25, 2015 was as follows: 

	Three Months Ended
(in thousands)	December 30, 2016			December 25, 2015
Service cost	$	512		$	474
Interest cost	948			1,036
Expected return on plan assets	(1,650		)	(1,580		)
Amortization of actuarial loss	326			180
Net periodic benefit cost	$	136		$	110

The amortization of actuarial loss is included as a component of cost of sales on the Company's condensed consolidated statements of operations.

Multi-Employer Plan- The Company has a liability of $6,438 as of December 30, 2016 and $6,507 as of September 30, 2016 representing the Company's proportionate share of a multi-employer pension plan which was exited in a prior year.

POSTRETIREMENT BENEFITS

The Company has a number of non-contributory and contributory defined benefit retirement plans covering certain U.S. employees. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. Contribution amounts are determined based on local regulations and with the assistance of professionally qualified actuaries in the countries concerned. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation.

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

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Service cost	$	1,894		$	2,509		$	2,783
Interest cost	4,143			4,784			4,850
Expected return on plan assets	(6,318		)	(6,803		)	(6,265		)
Amortization of actuarial loss	722			88			—
Net periodic benefit cost	$	441		$	578		$	1,368
Weighted-average assumptions used to determine net periodic pension cost during the period:
Discount rate	4.2		%	4.2		%	4.6		%
Expected return on plan assets	7.0		%	7.0		%	7.0		%
Rate of compensation increase	N/a			N/a			N/a

The amounts amortized from accumulated other comprehensive loss is as follows:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Amortization of unrecognized actuarial loss	$	722	$	88	$	—

The estimated net actuarial loss for pension benefit plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is expected to be approximately $1,303.

The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows:

Change in benefit obligations:
Benefit obligations as of September 26, 2014	$	116,648
Service cost	2,509
Interest cost	4,784
Actuarial loss	1,542
Benefits and administrative expenses paid	(4,283		)
Benefit obligations as of September 25, 2015	121,200
Service cost	1,894
Interest cost	4,143
Actuarial loss	10,542
Benefits and administrative expenses paid	(4,627		)
Benefit obligations as of September 30, 2016	$	133,152
Change in plan assets:
Fair value of plan assets as of September 26, 2014	$	99,820
Actual return on plan assets	(3,566		)
Employer contributions	1,103
Benefits and administrative expenses paid	(4,283		)
Fair value of plan assets as of September 25, 2015	93,074
Actual return on plan assets	9,122
Employer contributions	411
Benefits and administrative expenses paid	(4,627		)
Fair value of plan assets as of September 30, 2016	$	97,980
Funded status as of September 30, 2016	$	(35,172	)

	September 30, 2016			September 25, 2015
Amounts recognized in the consolidated balance sheets consist of:
Pension liabilities	$	(35,172	)	$	(28,126	)
Net amount recognized	$	(35,172	)	$	(28,126	)
Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of:
Net actuarial loss	$	(28,205	)	$	(21,189	)
Total loss recognized	$	(28,205	)	$	(21,189	)
Weighted-average assumptions used to determine pension benefit obligations at year end:
Discount rate	3.5		%	4.2		%
Rate of compensation increase	N/a			N/a

In determining the expected return on plan assets, the Company considers the relative weighting of plan assets by class, historical performance of asset classes over long-term periods, asset class performance expectations as well as current and future economic conditions. The Company’s investment strategy for its pension plans is to manage the plans on a going-concern basis. Current investment policy is to maximize the return on assets, subject to a prudent level of portfolio risk, for the purpose of enhancing the security of benefits for participants. For the pension plans, this policy targets a 60% allocation to equity securities and a 40% allocation to debt securities.

Pension plans have the following weighted-average asset allocations:

	September 30, 2016	September 25, 2015
Asset Category:
Equity securities	52%	59%
Debt securities	33%	40%
Cash and cash equivalents	15%	1%
Total	100%	100%

The Company evaluates its defined benefit plans’ asset portfolios for the existence of significant concentrations of risk. Such as investments in a single entity, industry, foreign country and individual fund manager. As of September 30, 2016, there were no significant concentrations of risk in the Company’s defined benefit plan assets.

The Company’s plan assets are accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value of assets and their placement within the fair value hierarchy levels. The Company’s asset allocations by level within the fair value hierarchy for the years ended September 30, 2016 and September 25, 2015, are presented in the table below for the Company’s defined benefit plans.

	September 30, 2016								September 25, 2015
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Equity securities:
U.S. equity securities	$	—	$	28,798	$	—	$	28,798	$	9,635	$	26,682	$	—	$	36,317
Non-U.S. equity securities	—		21,754		—		21,754		—		18,990		—		18,990
Fixed income securities:
Government and government agency securities	—		7,688		—		7,688		—		17,890		—		17,890
Corporate debt securities	—		16,230		—		16,230		—		18,791		—		18,791
Mortgage and other asset-backed securities	—		8,454		—		8,454		—		376		—		376
Cash and cash equivalents	15,056		—		—		15,056		710		—		—		710
Total	$	15,056	$	82,924	$	—	$	97,980	$	10,345	$	82,729	$	—	$	93,074

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

Fixed income securities consist primarily of government and agency securities, corporate debt securities, and mortgage and other asset-backed securities. When available, fixed income securities are valued at the closing price reported in the active market in which the individual security is traded. Government and agency securities and corporate debt securities are valued using the most recent bid prices or occasionally the mean of the latest bid and ask prices when markets are less liquid. Asset-backed securities including mortgage-backed securities are valued using broker/dealer quotes when available. When quotes are not available, fair value is determined by utilizing a discounted cash flow approach, which incorporates other observable inputs such as cash flows, underlying security structure and market information including interest rates and bid evaluations of comparable securities. As of September 30, 2016 and September 25, 2015, the Company did not have any Level 3 pension assets. Certain fixed income securities are held within commingled funds, which are valued utilizing NAV as determined by the custodian of the fund. These values are based on the fair value of the underlying net assets owned by the fund.

Cash and cash equivalents consist primarily of short-term commercial paper, and other cash or cash-like instruments including settlement proceeds due from brokers, stated at cost, which approximates fair value.

Transfers between levels of the fair value hierarchy (the "hierarchy") are recognized on the actual date of the event or circumstance giving rise to the transfer, which generally coincides with the Company’s valuation process. There were no transfers between levels of hierarchy during the fiscal years ended September 30, 2016 and September 25, 2015.

The strategy of the Company’s investment managers with regard to the investments valued using NAV or its equivalent is to either match or exceed relevant benchmarks associated with the respective asset category. The underlying investment funds are available to be redeemed on a daily basis. None of the investments valued using NAV or its equivalent contain any redemption restrictions or unfunded commitments.

The Company’s funding policy is to make contributions in accordance with appropriate laws and customs. The Company contributed $411 and $1,103 to its pension plans for the fiscal years ended September 30, 2016 and September 25, 2015.

The Company anticipates that it will contribute at least the minimum required contribution of $575 to its pension plans in fiscal 2017.

During the year ended September 26, 2014, the Company signed a new collective bargaining agreement with the United Steel Workers Local 9777-18. Effective April 10, 2017, the new agreement freezes the defined benefit pension plan whereby participants will no longer accrue credited service.

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

(in thousands)
2017	$	4,926
2018	5,338
2019	5,659
2020	6,040
2021	6,358
2022-2026	35,361

Defined Contribution Retirement Plans- The Company also sponsors several defined contribution retirement plans - the 401(k) matching programs. Expense for the defined contribution plans is computed as a percentage of participants' compensation and was $2,817, $2,741 and $3,162 for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014, respectively.

Multi-Employer Plan- The Company has a liability of $6,507 as of September 30, 2016 and $6,778 as of September 25, 2015 representing the Company's proportionate share of a multi-employer pension plan which was exited prior to fiscal 2015.

XML

Common and Preferred Stock

12 Months Ended

Sep. 30, 2016

Equity [Abstract]

Common and Preferred Stock

COMMON AND PREFERRED STOCK

As of September 30, 2016 and September 25, 2015, the Company had 1,000,000 shares of common stock authorized and 62,458 and 62,453 shares issued and outstanding, respectively.

Common Stock - Holders of Common Stock are entitled to cast one vote for each share held of record on all matters submitted to a vote of the stockholders. Additionally, holders of Common Stock are entitled to receive, on a pro rata basis, dividends and distributions, if any, that the Company’s board of directors may declare out of legally available funds, subject to preferences that may be applicable to preferred stock, if any.

Preferred Stock - On December 22, 2010, CD&R acquired shares of a newly created class of Preferred Stock. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). The Preferred Stock is entitled to a 12% fixed, cumulative dividend paid quarterly if and when declared by the board of directors in cash or shares of Preferred Stock at the Company’s option. The Company paid all dividends on Preferred Stock in additional shares of Preferred Stock ("Preferred Dividends") and dividends on an as-converted basis when declared on Common Stock ("Participating Dividends").

On April 9, 2014, the Preferred Stock and accumulated Preferred Dividends converted into Common Stock. As of the conversion date, the Company had issued 452,630 shares of Preferred Stock, which included $146,630 of Participating Dividends to CD&R. The Preferred Dividends had a liquidation preference of $1 per share of Preferred Stock, equal to the issuance price.

XML

Earnings Per Share

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Earnings Per Share [Abstract]

Earnings Per Share

9. EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period.

Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common stock been issued. The dilutive effect of stock options, performance stock units and restricted stock units are reflected in diluted net income per share by applying the treasury stock method. There are no other potentially dilutive instruments outstanding. For the three months ended December 25, 2015, as the Company settled all employee stock options in cash, the potential issuance of shares of common stock related to these options did not affect diluted shares.

Holders of certain stock-based compensation awards are eligible to receive dividends. Net earnings allocated to participating securities were not significant for the three months ended December 30, 2016 and December 25, 2015.

	Three Months Ended
(in thousands, except per share data)	December 30, 2016		December 25, 2015
Basic:
Net income	$	17,382	$	8,572
Weighted-average shares outstanding	62,642		62,466
Basic earnings per share	$	0.28	$	0.14
Diluted:
Net income	17,382		8,572
Weighted-average shares outstanding	62,642		62,466
Effect of dilutive securities: Stock options (1)	3,278		—
Weighted-average shares outstanding - Diluted	65,920		62,466
Diluted earnings per share	$	0.26	$	0.14
(1) Stock option to purchase approximately 3.3 million stock options were outstanding during the three months ended December 30, 2016, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

EARNINGS PER SHARE

As described in Note 1, ''Basis of Presentation and Summary of Significant Accounting Policies'', the Company issued Common Stock and Preferred Stock on December 22, 2010. The Preferred Stock was entitled to Preferred Dividends and Participating Dividends. Each fiscal quarter, beginning with the quarter ended December 23, 2012, the Company declared and issued the Preferred Dividend in kind. On April 9, 2014, CD&R converted all of its Preferred Stock to Common Stock.

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. For the year ended September 26, 2014 when the Preferred Stock was outstanding, the Company computed earnings (loss) per share using the two-class method, which is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. The Company's Preferred Stock had rights to Participating Dividends, requiring the Company to use the two-class method. However, as holders of Preferred Stock were not required to fund losses, no allocation of the loss available to common stockholders was made. For subsequent years, the Company is no longer required to use the two-class method as its capital structure contains Common Stock only.

Diluted earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common stock outstanding during the period, adjusted to include the number of shares of common stock that would have been outstanding had potentially dilutive shares of common been issued. The dilutive effect of stock options and restricted stock units are reflected in diluted net income (loss) per share by applying the treasury stock method for the year ended September 30, 2016. There are no other potentially dilutive instruments outstanding. For the years ended September 25, 2015 and September 26, 2014, as the Company settled all employee stock options in cash, the potential issuance of shares of common stock related to these options did not affect diluted shares.

	Fiscal Year Ended
(in thousands, except per share data)	September 30, 2016		September 25, 2015			September 26, 2014
Basic and Diluted Earnings (Loss) per Share Numerator:
Net income (loss)	$	58,796	$	(4,955	)	$	(73,948	)
Convertible preferred stock and dividends	—		—			29,055
Net income (loss) attributable to common stockholders	$	58,796	$	(4,955	)	$	(103,003	)
Basic and Diluted Earnings (Loss) per Share Denominator:
Weighted-average shares outstanding - Basic	62,486		62,527			50,998
Weighted-average shares outstanding - Diluted	62,820		62,527			50,998
Earnings (loss) Per Share Available to Common Stockholders
Basic	$	0.94	$	(0.08	)	$	(2.02	)
Diluted	$	0.94	$	(0.08	)	$	(2.02	)

XML

Stock Incentive Plan

12 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Incentive Plan

STOCK INCENTIVE PLAN

On June 10, 2016, the Company's Board of Directors adopted the Atkore International Group Inc. 2016 Omnibus Incentive Plan ("Omnibus Incentive Plan") and terminated the Atkore International Group Inc. Stock Incentive Plan (the "Stock Incentive Plan") to future grants. The Stock Incentive Plan had been designed for stock purchases and grants of other equity awards, including non-qualified stock options, restricted stock and restricted stock units ("RSUs"), to officers and key employees. Awards previously granted under the Stock Incentive Plan were unaffected by the termination.

The Omnibus Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, stock purchase rights, restricted stock, restricted stock units, performance shares, performance units, stock appreciation rights ("SARs"), dividend equivalents and other stock-based awards to directors, offices, other employees and consultants. A maximum of 3.8 million shares of common stock is reserved for issuance under the Omnibus Incentive Plan. Stock options granted under the Omnibus Incentive Plan vest ratably over three years. Stock options granted under the Stock Incentive Plan vested ratably over five years. All options and rights have a ten year life.    

During the fiscal year ended September 26, 2014, the Company’s Board of Directors modified the Stock Incentive Plan. The modification provided the Company discretion to net settle stock option awards in cash and triggered a change from equity accounting to liability accounting for all remaining outstanding options. The Company utilized equity valuations based on comparable publicly-traded companies, discounted free cash flows, an analysis of the Company's enterprise value and any other factors deemed relevant in estimating the fair value of the common stock. The fair values of outstanding options were remeasured each reporting period using the Black-Scholes model.

On June 9, 2016, the Company’s Registration Statement on Form S-1 relating to an IPO of our common stock was declared effective by the SEC and on June 15, 2016, we completed the IPO at a price to the public of $16.00 per share. On July 27, 2016, the Company's Board of Directors modified the Omnibus Incentive Plan and terminated the net settlement feature, requiring the stock option holders to exercise in an open market. The modification triggered a change from liability accounting to equity accounting for all remaining outstanding stock options and the Company reclassified $43,870 from non-current liabilities to additional-paid-in-capital. There were 63 employees affected by this modification. The Company marked the options to their fair value as of July 27, 2016 using the Black-scholes option pricing model resulting in $2.4 million of additional expense for vested options. In accordance with ASC Topic 718 "Compensation - Stock Compensation", stock compensation expense is recorded on a straight-line basis over the remaining vesting period based on the grant-date fair value of the option, determined using the Black-Scholes option pricing valuation model.

The assumptions used in the Black-Scholes option pricing model to value the options granted and modified were as follows:

	Fiscal Year Ended
	September 30, 2016		September 25, 2015		September 26, 2014
Expected dividend yield	—	%	—	%	—	%
Expected volatility	40	%	35	%	55	%
Range of risk-free interest rates	0.74% - 1.27%		0.85% - 1.74%		1.23% - 2.09%
Range of expected option lives	2.09 - 6.37 years		2.51 - 6.35 years		3.42 - 6.34 years

Dividends are not paid on common stock. Expected volatility is based on historical volatilities of comparable companies. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. The expected life of options represents the weighted-average period of time that options granted are expected to be outstanding, giving consideration to vesting schedules and expected exercise patterns.

Stock option activity for the period September 27, 2013 to September 30, 2016 was as follows:

(share amounts in thousands)	Shares		Weighted-Average Exercise Price		Aggregate Intrinsic Value			Weighted-Average Remaining Contractual Term (in years)
Outstanding as of September 27, 2013	6,462		$	7.30				7.9
Granted	1,828		8.57					9.6
Exercised	(77	)	7.30		$	(140	)	—
Forfeited	(540	)	7.30					—
Outstanding as of September 26, 2014	7,673		7.59					8.3
Granted	290		9.04					9.5
Exercised	(500	)	7.30		$	(914	)	—
Forfeited	(717	)	7.30					—
Outstanding as of September 25, 2015	6,746		7.70					7.4
Granted	72		15.79					9.7
Exercised	(18	)	7.95		$	(43	)	—
Forfeited	(136	)	8.84					—
Outstanding as of September 30, 2016	6,664		7.77		$	73,095		6.3
Vested as of September 30, 2016	4,260		7.53		$	47,777		5.8
Shares expected to vest as of September 30, 2016	2,404

There were 6.7 million and 6.7 million options issued and outstanding under the Omnibus Incentive Plan and the Stock Incentive Plan as of September 30, 2016 and September 25, 2015, respectively. Compensation expense related to stock-based compensation plans was $21,127, $13,523 and $8,398 for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014, respectively. Compensation expense is included in selling, general and administrative expenses.

The number of options exercised during the fiscal year ended September 30, 2016, September 25, 2015 and September 26, 2014 were 18, 500 and 77, respectively. The amount of cash the Company paid to settle the options exercised during the fiscal year ended September 30, 2016, September 25, 2015 and September 26, 2014 was $43, $914 and $140, respectively.

As of September 30, 2016, there was $17,161 of total unrecognized compensation expense related to non-vested options granted. The compensation expense is expected to be recognized over a weighted-average period of approximately 2.1 years.

In April 2015, the Company issued 11 RSUs to certain non-employee members of its Board of Directors. The RSUs had a grant-date fair value of $9.12 upon issuance and were fully vested on the grant date. In December 2015, the Company issued 23 RSUs to the new non-employee member of its Board of Directors. The RSUs had a grant-date fair value of $13.14 upon issuance and were fully vested on the grant date.

XML

Fair Value Measurements

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

10. FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company's assets and liabilities to be adjusted to fair value on a recurring basis are cash equivalents. The Company's remaining financial instruments consist primarily of cash, accounts receivable and accounts payable whose carrying value approximate their fair value due to their short-term nature.

The Company separately discloses the fair value of any debt-related obligations within Note 6, ''Debt''.

The following table presents the assets and liabilities measured at fair value on a recurring basis as of December 30, 2016 and September 30, 2016 in accordance with the fair value hierarchy:

	December 30, 2016						September 30, 2016
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	56,996	$	—	$	—	$	167,006	$	—	$	—

FAIR VALUE MEASUREMENTS

Certain assets and liabilities are required to be recorded at fair value on a recurring basis. The Company’s assets and liabilities to be adjusted to fair value on a recurring basis are cash equivalents and assets held for sale.

In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis. The Company recognized impairment of certain property, plant and equipment and goodwill during the year ended September 25, 2015, requiring these assets to be recorded at their fair value. Various techniques and methods were used to value the Level 2 and Level 3 assets and liabilities.

The Company separately discloses the fair value of any debt-related obligations within Note 8, ''Debt''.

The Company valued certain property, plant and equipment and assets held for sale based upon the estimated sales price less costs to dispose as of September 30, 2016 and September 25, 2015. Selling price is estimated based on market transactions for similar assets. The significant unobservable input used in the fair value measurement of certain property, plant and equipment and assets held for sale is the estimated selling price. Changes in the estimated selling price would not have a significant impact on the estimated fair value.

As of September 25, 2015, our SCI goodwill was valued using a combination of three valuation approaches: (a) an income approach using a discounted cash flow analysis; (b) a market approach using a comparable company analysis; (c) a market approach using a transaction analysis. The implied fair value in Step 2 was $0, resulting in a $3,924 non-cash impairment. See Note 6, ''Goodwill and Intangible Assets''.     

The following table presents the assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and September 25, 2015 in accordance with the fair value hierarchy:

	September 30, 2016						September 25, 2015
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	167,006	$	—	$	—	$	54,032	$	—	$	—

The following table presents the assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2016 or September 25, 2015 in accordance with the fair value hierarchy:

	September 30, 2016						September 25, 2015
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Property, plant and equipment	$	—	$	—	$	—	$	—	$	—	$	5,500
Assets held for sale	—		—		6,680		—		—		3,313
Goodwill	—		—		—		—		—		—

XML

Restructuring Charges and Asset Impairments

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Restructuring and Related Activities [Abstract]

Restructuring Charges and Asset Impairments

11. RESTRUCTURING CHARGES

The liability for restructuring reserves as of December 30, 2016 is included within accrued and other current liabilities in the Company's condensed consolidated balance sheets as follows:

	Electrical Raceway			Mechanical Products & Solutions
(in thousands)	Severance			Severance			Other			Total
Balance as of September 30, 2016	$	—		$	841		$	539		$	1,380
Charges	61			240			88			389
Utilization	(19		)	(28		)	(579		)	(626		)
Reversals/exchange rate effects	—			(54		)	—			(54		)
Balance as of December 30, 2016	$	42		$	999		$	48		$	1,089

During the three months ended December 30, 2016 and December 25, 2015, the Company recorded $389 and $1,294, respectively of severance and other charges included as a component of selling, general and administrative expenses in the Company's condensed consolidated statement of operations.

RESTRUCTURING CHARGES AND ASSET IMPAIRMENTS

Severance —On August 6, 2015, the Company announced plans to exit its Fence and Sprinkler steel pipe and tube product lines ("Fence and Sprinkler") in order to realign its long-term strategic focus. The operations associated with these product lines were wound down during the first quarter of fiscal 2016. As a result, one of the Company’s facilities that manufactures these product lines, located in Philadelphia, Pennsylvania, closed during the first quarter of 2016. The Company’s Phoenix, AZ facility, which also supported these product lines, reduced manufacturing output as a result of this announcement. Management of and administrative services for these product lines resided in the Company’s Harvey, IL facility.

The Fence and Sprinkler exit resulted in headcount reductions in the Company’s Philadelphia, Phoenix and Harvey facilities. The Company recorded $630 and $3,681 of severance-related expenses for the fiscal year ended September 30, 2016 and September 25, 2015 related to the headcount reductions.

During fiscal 2014, the Company recorded involuntary employee termination benefits pursuant to a benefit arrangement. The Company recorded $999 of severance-related expense for the year ended September 26, 2014.

During fiscal 2013, the Company committed to close the Company’s Acroba S.A.S. ("Acroba") subsidiary’s facility in Reux, France as part of the Company’s continuing effort to realign its strategic focus. The Company recorded restructuring charges of $778 and $1,301 related to termination benefits during the fiscal years ended September 30, 2016 and September 26, 2014, respectively. The remaining severance payments of $841 are expected to be completed during fiscal 2017 and are included as a component of accrued expenses.

Other — During fiscal 2016, the Company recorded $2,066 of facility-related and other charges related to the closure of the Philadelphia, Pennsylvania facility. The Company also recorded impairment charges of $129 for the write-down of prepaid shop supplies during the fiscal year ended September 30, 2016 related to Fence and Sprinkler. During the fiscal year ended September 25, 2015, the Company recorded $19,495 of asset impairment charges related to property, plant and equipment and $4,518 for the write-down of prepaid shop supplies as a component of asset impairment charges and $664 of inventory write-down recorded as a component of cost of sales. The charges represent adjustments of the carrying values to current fair values.

The Company recorded an impairment charge of $553 for the year ended September 26, 2014 related to the closing of its facility in Reux, France. The facility was sold during fiscal 2015 at carrying value.

The rollforward of restructuring reserves included as a component of accrued expenses is as follows:

	Electrical Raceway						Mechanical Products & Solutions						Corporate
(in thousands)	Severance			Other			Severance			Other			Severance			Other			Total
Balance as of September 27, 2013	$	—		$	—		$	1,971		$	—		$	—		$	—		$	1,971
Charges	—			—			1,301			—			999			—			2,300
Utilization	—			—			(2,236		)	—			(406		)	—			(2,642		)
Reversals / exchange rate effects	—			—			(37		)	—						—			(37		)
Balance as of September 26, 2014	$	—		$	—		$	999		$	—		$	593		$	—		$	1,592
Charges	—			200			3,680			846			1			62			4,789
Utilization	—			(200		)	(907		)	(102		)	(577		)	—			(1,786		)
Reversals / exchange rate effects	—			—			(55		)	(124		)	(2		)	(1		)	(182		)
Balance as of September 25, 2015	$	—		$	—		$	3,717		$	620		$	15		$	61		$	4,413
Charges	28			—			1,468			2,583			—			199			4,278
Utilization	(28		)	—			(4,157		)	(2,542		)	(11		)	(260		)	(6,998		)
Reversals / exchange rate effects	—			—			(187		)	(122		)	(4		)	—			(313		)
Balance as of September 30, 2016	$	—		$	—		$	841		$	539		$	—		$	—		$	1,380

The net restructuring charges included in selling, general and administrative expense were as follows:

	Fiscal Year Ended
(in thousands)	September 30, 2016	September 25, 2015	September 26, 2014
Total restructuring charges, net	3,967	4,766	2,263

XML

Commitments and Contingencies

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

12. COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of December 30, 2016, such obligations were $153,813 for the rest of fiscal year 2017, $1,823 for fiscal year 2018 and $1,193 thereafter. These amounts represent open purchase orders for materials used in production.

Legal Contingencies - The Company is a defendant in a number of pending legal proceedings, some of which were inherited from its former parent, Tyco International Ltd. ("Tyco"), including certain product liability claims. Several lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company's anti-microbial coated steel sprinkler pipe ("ABF"), which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride ("CPVC") and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which we refer to collectively as the "Special Products Claims." After an analysis of claims experience, the Company reserved its best estimate of the probable and reasonably estimable losses related to these matters. The Company's product liability reserves related to Special Products Claims matters were $3,424 and $3,273 as of December 30, 2016 and September 30, 2016, respectively. The Company separately reserves for other product liability matters that do not involve Special Products Claims. The Company's other product liability reserves were $1,794 and $1,678 as of December 30, 2016 and September 30, 2016, respectively. As of December 30, 2016, the Company believes that the range of probable losses for Special Products Claims and other product liabilities is between $3,000 and $10,000.

At this time, the Company does not expect the outcome of the Special Products Claims proceedings, or any other proceeding, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all claims, including for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material adverse effect on the Company's business, financial condition, results of operations or cash flows. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.

In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company's business. These matters generally relate to disputes arising out of the use or installation of the Company's products, product liability litigation, contract disputes, patent infringement accusations, employment matters and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows. The Company also has legal liabilities related to non-product liability matters totaling $1,399 as of December 30, 2016.

COMMITMENTS AND CONTINGENCIES

The Company has obligations related to commitments to purchase certain goods. As of September 30, 2016, such obligations were $72,751 for fiscal 2017, $1,685 for fiscal 2018 and $1,175 thereafter. These amounts represent open purchase orders for materials used in production.

The Company leases certain facilities and equipment under operating leases. Total rental expense on all operating leases was $11,934, $11,721 and $12,659 in fiscal 2016, 2015, and 2014, respectively. At September 30, 2016, minimum future operating lease payments in excess of one year are presented in the table below as follows:

Minimum future operating lease payments:
2017	$	8,659
2018	10,002
2019	6,873
2020	6,306
2021	5,368
2022 and thereafter	14,097
Total	$	51,305

Legal Contingencies-The Company is a defendant in a number of pending legal proceedings, some of which were inherited from its former parent, Tyco International Ltd. ("Tyco"), including certain product liability claims. Several lawsuits have been filed against the Company and the Company has also received other claim demand letters alleging that the Company’s anti-microbial coated steel sprinkler pipe ("ABF"), which the Company has not manufactured or sold for several years, is incompatible with chlorinated polyvinyl chloride ("CPVC") and caused stress cracking in such pipe manufactured by third parties when installed together in the same sprinkler system, which we refer to collectively as the "Special Products Claims." After an analysis of claims experience, the Company reserved its best estimate of the probable and reasonably estimable losses related to these matters. The Company’s product liability reserve related to Special Products Claims matters were $3,273 and $2,783 as of September 30, 2016 and September 25, 2015, respectively. The Company separately reserves for other product liability matters that do not involve Special Products Claims. The Company’s other product liability reserves were $1,678 and $2,666 as of September 30, 2016 and September 25, 2015, respectively. The Company believes that the range of probable losses for Special Products Claims and other product liabilities is between $3,000 and $10,000.

On November 16, 2015, the Company was served with a Special Products Claim, Wind Condominium Association, Inc., et al. v. Allied Tube & Conduit Corporation, et al. (the "Wind Condominium Action"), a putative class action claim filed in the Southern District of Florida which defined a "National Class" and a "Florida Subclass" consisting of all condominium associations and building owners who had ABF and/or ABF II installed in combination with CPVC from January 1, 2003 through December 31, 2010 nationwide and in Florida, respectively. The plaintiffs sought to recover monetary damages for the replacement and repair of fire suppression systems and any damaged real property or personal property, as well as consequential and incidental damages. The Wind Condominium Action was dismissed voluntarily by plaintiffs on August 3, 2016. The named plaintiffs in the Wind Condominium Action are pursuing their claims individually or in state court. At this time, the Company does not expect the outcome of the Special Products Claims proceedings, or any other proceeding, either individually or in the aggregate, to have a material adverse effect on its business, financial condition, results of operations or cash flows, and the Company believes that its reserves are adequate for all claims, including for Special Products Claims contingencies. However, it is possible that additional reserves could be required in the future that could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. This additional loss or range of losses cannot be recorded at this time, as it is not reasonably estimable.

    In addition to the matters discussed above, from time to time, the Company is subject to a number of disputes, administrative proceedings and other claims arising out of the ordinary conduct of the Company’s business. These matters generally relate to disputes arising out of the use or installation of the Company’s products, product liability litigation, contract disputes, patent infringement accusations, employment matters and similar matters. On the basis of information currently available to the Company, it does not believe that existing proceedings and claims will have a material adverse effect on its business, financial condition, results of operations or cash flows. However, litigation is unpredictable, and the Company could incur judgments or enter into settlements for current or future claims that could adversely affect its business, financial condition, results of operations or cash flows. The Company also has legal liabilities related to non-product liability matters totaling $1,778 as of September 30, 2016.

XML

Guarantees

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Guarantees [Abstract]

Guarantees

13. GUARANTEES

The Company has outstanding letters of credit totaling $7,310 supporting workers' compensation and general liability insurance policies, and $1,500 supporting foreign lines of credit as of December 30, 2016. The Company also has outstanding letters of credit totaling $9,121 as collateral for four advance payments it has received pursuant to the sale of its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. Pursuant to this matter, the Company received all four payments as of September 25, 2015. The bank guarantees will be canceled when the transfer of ownership is complete. As of December 30, 2016, the risk and title transfer was not complete. The Company also has surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $27,642 as of December 30, 2016.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect on the Company's business, financial condition, results of operations or cash flows.

GUARANTEES

The Company has outstanding letters of credit totaling $7,310 supporting workers’ compensation and general liability insurance policies, and $1,500 supporting foreign lines of credit. The Company also has outstanding letters of credit totaling $9,121 as collateral for four advance payments it has received pursuant to the sale of its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. Pursuant to this matter, the Company received all four payments as of September 25, 2015. The bank guarantees will be canceled when the transfer of ownership is complete. As of September 30, 2016, the risk and title transfer was not complete. The Company also has surety bonds primarily related to performance guarantees on supply agreements and construction contracts, and payment of duties and taxes totaling $23,451 as of September 30, 2016.

In disposing of assets or businesses, the Company often provides representations, warranties and indemnities to cover various risks including unknown damage to the assets, environmental risks involved in the sale of real estate, liability to investigate and remediate environmental contamination at waste disposal sites and manufacturing facilities, and unidentified tax liabilities and legal fees related to periods prior to disposition. The Company does not have the ability to estimate the potential liability from such indemnities because they relate to unknown conditions. However, the Company has no reason to believe that these uncertainties would have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

In the normal course of business, the Company is liable for product performance and contract completion. In the opinion of management, such obligations will not have a material adverse effect the Company’s business, financial condition, results of operations or cash flows.

XML

Assets Held for Sale

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Discontinued Operations and Disposal Groups [Abstract]

Assets Held for Sale

14. ASSETS HELD FOR SALE

(in thousands)	December 30, 2016		September 30, 2016
Assets held for sale	$	3,313	$	6,680

During the first quarter of fiscal 2017, the Company sold a parcel of land and a building related to the exit of a manufacturing facility in Philadelphia, PA at a loss of $329. The assets were previously classified as held for sale and had a carrying value of $3,367.

In a prior fiscal year, the Company entered into a share purchase agreement pursuant to which the Company would sell its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of approximately $10,000. The total carrying value of the investment is $3,313. The Company will recognize the gain on the sale when transfer of ownership is completed.

ASSETS HELD FOR SALE

(in thousands)	September 30, 2016		September 25, 2015
Assets held for sale	$	6,680	$	3,313

During fiscal 2015, the Company exited a manufacturing facility located in Philadelphia, PA. The property, plant and equipment were written-down to fair value during the fiscal year ended September 25, 2015. During fiscal 2016, the Company actively marketed the land, building and machinery and equipment. The assets met all of the held for sale criteria in accordance with ASC 360 - Property, Plant and Equipment during fiscal 2016. Consequently, the Company classified $3,500 of land and building and $1,660 of machinery and equipment as assets held for sale on the Company's consolidated balance sheets. The Company subsequently sold all of the machinery and equipment at a loss of $10. In a separate transaction, the Company sold a parcel of the vacant land with a carrying value of $133 at a gain of $616. The remaining land and building are still classified as held for sale as of September 30, 2016 with a carrying value of $3,367.

In a prior fiscal year, the Company entered into a share purchase agreement pursuant to which the Company would sell its minority ownership share in Abahsain-Cope Saudi Arabia Ltd. for cash consideration of approximately $10,000, which was paid into an escrow account in May 2012. All amounts paid into the escrow account have been distributed and the account has been closed. The total carrying value of the investment is $3,313. The Company will recognize the gain on the sale when transfer of ownership is completed.

XML

Segment Information

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Segment Reporting [Abstract]

Segment Information

15. SEGMENT INFORMATION

The Company has two operating segments, which are also its reportable segments. The Company's operating segments are organized based upon primary market channels and, in most instances, the end use of products.

Through its Electrical Raceway segment, the Company manufactures products that deploy, isolate and protect a structure's electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel ("MR&R") markets. The vast majority of the Company's Electrical Raceway net sales are made to electrical distributors, who then serve electrical contractors and the Company considers both to be customers.

Through the MP&S segment, the Company provides products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. The Company's principal products in this segment are metal framing products and in-line galvanized mechanical tube. Through its metal framing business, the Company designs, manufactures and installs metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the sum of income before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, loss on extinguishment of debt, interest expense (net), restructuring and impairments, stock-based compensation, legal settlements, consulting fees, transaction costs and other items, such as lower of cost or market inventory adjustments and the impact from the Fence and Sprinkler exit. Prior to fiscal 2017, income before income taxes was also adjusted to exclude net periodic pension benefit cost and ABF product liability. Beginning in fiscal 2017, these costs are no longer excluded due to the relevant insignificance and nature of these amounts. Prior fiscal years have not been restated for this change.

Intersegment transactions primarily consist of product sales at designated transfer prices on an arms-length basis. Gross profit earned and reported within the segment is eliminated in the Company's consolidated results. Certain manufacturing and distribution expenses are allocated between the segments due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment.

	Three months ended
	December 30, 2016							December 25, 2015
(in thousands)	External Net Sales		Intersegment Sales			Adjusted EBITDA		External Net Sales		Intersegment Sales			Adjusted EBITDA
Electrical Raceway	$	222,442	$	521		$	40,318	$	223,304	$	301		$	34,433
Mechanical Products & Solutions	115,149		29			$	17,577	135,071		31			$	19,377
Eliminations	—		(550		)			—		(332		)
Consolidated operations	$	337,591	$	—				$	358,375	$	—

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

	Three Months Ended
(in thousands)	December 30, 2016			December 25, 2015
Operating segment Adjusted EBITDA
Electrical Raceway	$	40,318		$	34,433
Mechanical Products & Solutions	17,577			19,377
Total	57,895			53,810
Unallocated expenses (a)	(8,004		)	(5,757		)
Interest expense, net	(9,830		)	(9,881		)
Depreciation and amortization	(13,628		)	(13,493		)
Loss on extinguishment of debt	(9,805		)	—
Restructuring & impairments	(389		)	(1,294		)
Net periodic pension benefit cost	—			(110		)
Stock-based compensation	(2,720		)	(2,045		)
ABF product liability impact	—			(212		)
Consulting fee	—			(875		)
Transaction costs	(1,560		)	(655		)
Other	10,930			(5,507		)
Impact of Fence and Sprinkler exit	—			(811		)
Income before income taxes	$	22,889		$	13,170
(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

SEGMENT INFORMATION

The Company has two operating segments, which are also its reportable segments. The Company’s operating segments are organized based upon primary market channels and, in most instances, the end use of products.

Through its Electrical Raceway segment, the Company manufactures products that deploy, isolate and protect a structure’s electrical circuitry from the original power source to the final outlet. These products, which include electrical conduit, armored cable, cable trays, mounting systems and fittings, are critical components of the electrical infrastructure for new construction and maintenance, repair and remodel ("MR&R") markets. The vast majority of the Company’s Electrical Raceway net sales are made to electrical distributors, who then serve electrical contractors and the Company considers both to be customers.

Through the MP&S segment, the Company provides products and services that frame, support and secure component parts in a broad range of structures, equipment and systems in electrical, industrial and construction applications. The Company’s principal products in this segment are metal framing products and in-line galvanized mechanical tube. Through its metal framing business, the Company designs, manufactures and installs metal strut and fittings used to assemble mounting structures that support heavy equipment and electrical content in buildings and other structures.

Both segments use Adjusted EBITDA as the primary measure of profit and loss. Segment Adjusted EBITDA is the sum of income (loss) from operations before income taxes, adjusted to exclude unallocated expenses, depreciation and amortization, gain on extinguishment of debt, interest expense, net, restructuring and impairments, net periodic pension benefit cost, stock-based compensation, legal settlements, ABF product liability impact, consulting fees, transaction costs and other items, such as lower of cost or market inventory adjustments, release of indemnified uncertain tax positions and the impact of foreign exchange gains or losses related to our divestiture in Brazil and the impact from the Fence and Sprinkler exit.

Intersegment transactions primarily consist of product sales at designated transfer prices on an arms-length basis. Gross profit earned and reported within the segment is eliminated in the Company’s consolidated results. Certain manufacturing and distribution expenses are allocated between the segments due to the shared nature of activities. Recorded amounts represent a proportional amount of the quantity of product produced for each segment.

	Fiscal year ended
	September 30, 2016							September 25, 2015							September 26, 2014
(in thousands)	External Net Sales		Inter- segment Sales			Adjusted EBITDA		External Net Sales		Inter- segment Sales			Adjusted EBITDA		External Net Sales		Inter- segment Sales			Adjusted EBITDA
Electrical Raceway	$	986,407	$	1,718		$	174,588	$	1,004,683	$	896		$	106,717	$	967,105	$	661		$	86,273
Mechanical Products & Solutions	536,977		155			$	88,551	724,485		277			$	79,553	735,733		317			$	59,941
Eliminations	—		(1,873		)			—		(1,173		)			—		(978		)
Consolidated operations	$	1,523,384	$	—				$	1,729,168	$	—				$	1,702,838	$	—

	Capital Expenditures						Total Assets
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014		September 30, 2016		September 25, 2015		September 26, 2014
Electrical Raceway	$	8,298	$	12,210	$	10,873	$	533,732	$	590,999	$	591,098
Mechanical Products & Solutions	6,993		10,918		9,474		375,510		439,037		507,967
Unallocated	1,539		3,721		4,015		255,326		83,763		86,354
Consolidated operations	$	16,830	$	26,849	$	24,362	$	1,164,568	$	1,113,799	$	1,185,419

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

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Operating segment Adjusted EBITDA
Electrical Raceway	$	174,588		$	106,717		$	86,273
Mechanical Products & Solutions	88,551			79,553			59,941
Total	$	263,139		$	186,270		$	146,214
Unallocated expenses (a)	(28,137		)	(22,320		)	(19,617		)
Depreciation and amortization	(55,017		)	(59,465		)	(58,695		)
Interest expense, net	(41,798		)	(44,809		)	(44,266		)
Gain (loss) on extinguishment of debt	1,661			—			(43,667		)
Restructuring & impairments	(4,096		)	(32,703		)	(46,687		)
Net periodic pension benefit cost	(441		)	(578		)	(1,368		)
Stock-based compensation	(21,127		)	(13,523		)	(8,398		)
ABF product liability impact	(850		)	216			(2,841		)
Legal settlements	(1,382		)	—			—
Consulting fees	(15,425		)	(3,500		)	(4,854		)
Transaction costs	(7,832		)	(6,039		)	(5,049		)
Other	(1,103		)	(14,305		)	(12,656		)
Impact of Fence and Sprinkler exit	(811		)	2,885			(5,003		)
Income (loss) before income taxes	$	86,781		$	(7,871	)	$	(106,887	)
(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

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

	Long-lived assets						Net sales
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014		September 30, 2016		September 25, 2015		September 26, 2014
United States	$	204,640	$	232,566	$	263,750	$	1,395,750	$	1,604,788	$	1,570,788
Other Americas	175		132		194		40,573		42,136		43,323
Europe	1,295		1,036		1,417		40,246		38,621		38,422
Asia-Pacific	3,826		4,482		5,269		46,815		43,623		50,305
Total	$	209,936	$	238,216	$	270,630	$	1,523,384	$	1,729,168	$	1,702,838

The table below shows the amount of net sales from external customers for each of our product categories which accounted for 10 percent or more of our consolidated net sales in any of the last three fiscal years:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Metal Electrical Conduit and Fittings	$	331,187	$	320,367	$	300,594
Armored Cable and Fittings	318,279		332,153		341,912
PVC Electrical Conduit & Fittings	258,954		269,808		238,042
Mechanical Pipe	249,811		286,799		282,789
Metal Framing & Fittings	181,954		174,976		176,047
Other	175,383		166,472		170,766
Impact of Fence and Sprinkler	7,816		178,593		192,688
Net sales	$	1,523,384	$	1,729,168	$	1,702,838

XML

Quarterly Operating Results (Unaudited) Quarterly Operating Results (Unaudited)

12 Months Ended

Sep. 30, 2016

Quarterly Financial Information Disclosure [Abstract]

Quarterly Operating Results (Unaudited)

QUARTERLY OPERATING RESULTS (UNAUDITED)

The following tables presents unaudited selected quarterly financial data for the years ended September 30, 2016 and September 25, 2015. The operating results for any quarter are not necessarily indicative of the results of any future period.

	2016								2015
(in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter			Second Quarter		Third Quarter		Fourth Quarter (1)
Net sales	$	358,375	$	353,046	$	395,724	$	416,239	$	426,401		$	432,586	$	432,367	$	437,814
Gross profit	72,409		91,410		111,521		93,342		55,765			67,446		78,748		70,834
Net income (loss)	8,572		14,007		20,645		15,572		(2,762		)	5,800		19,058		(27,051		)
Net income (loss) per share
Basic (2)	$	0.14	$	0.22	$	0.33	$	0.25	$	(0.04	)	$	0.09	$	0.30	$	(0.43	)
Diluted (2)	0.14		0.22		0.33		0.24		(0.04		)	0.09		0.30		(0.43		)
(1) Includes asset impairment and restructuring charges related to our exit from Fence and Sprinkler and the closure of a Philadelphia, Pennsylvania manufacturing facility. See Note 15, "Restructuring Charges and Asset Impairments."
(2) The sum of the quarters may not equal the total of the respective year's earnings (loss) per share due to changes in the weighted average shares outstanding throughout the year.

XML

Schedule I - Condensed Financial Information

12 Months Ended

Sep. 30, 2016

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Schedule I - Condensed Financial Information

SCHEDULE I

ATKORE INTERNATIONAL GROUP INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)	September 30, 2016			September 25, 2015
Assets
Investment in subsidiary	$	257,246		$	156,277
Total Assets	257,246			156,277
Liabilities and Equity
Total Liabilities	$	—		$	—
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively	$	626		$	626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively	(2,580		)	(2,580		)
Additional paid-in capital	398,292			352,505
Accumulated deficit	(113,142		)	(173,241		)
Accumulated other comprehensive loss	(25,950		)	(21,033		)
Total Equity	257,246			156,277
Total Liabilities and Equity	$	257,246		$	156,277

See Notes to Financial Statements

SCHEDULE I

ATKORE INTERNATIONAL GROUP INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED STATEMENTS OF OPERATIONS

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Equity in net income (loss) of subsidiary	$	58,796		$	(4,955	)	$	(73,948	)
Net income (loss)	58,796			(4,955		)	(73,948		)
Other comprehensive loss of subsidiary, net of tax	(4,917		)	(14,403		)	(4,232		)
Comprehensive income (loss)	$	53,879		$	(19,358	)	$	(78,180	)

See Notes to Financial Statements

SCHEDULE I

ATKORE INTERNATIONAL GROUP INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

CONDENSED STATEMENTS OF CASH FLOWS

	For the Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Cash Flows from Operating Activities:
Net cash provided by operating activities	$	—		$	—		$	—
Cash Flows from Investing Activities:
Distribution received from subsidiary	—			882			252,765
Distribution paid to subsidiary	(52		)	(49		)	(674		)
Net cash provided by (used in) investing activities	(52		)	833			252,091
Cash Flows from Financing Activities:
Issuance of common shares	52			49			674
Repurchase of common shares	—			(882		)	(252,765		)
Net cash (used in) provided by financing activities	52			(833		)	(252,091		)
Net change in cash and cash equivalents	—			—			—
Cash and cash equivalents:
Beginning	—			—			—
Ending	$	—		$	—		$	—

See Notes to Financial Statements

SCHEDULE I

ATKORE INTERNATIONAL GROUP INC. (PARENT)

CONDENSED FINANCIAL INFORMATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

(dollars in thousands)

1. Description of Atkore International Group Inc.

Atkore International Group Inc. (the "Company," "Parent" or "Atkore") was incorporated in the State of Delaware on November 4, 2010. The Company is the stockholder of Atkore International Holdings Inc. ("AIH"), which is the sole stockholder of Atkore International, Inc. ("AII"). Prior to the transactions described below, all of the capital stock of AII was owned by Tyco International Ltd. ("Tyco"). The business of AII was operated as the Tyco Electrical and Metal Products ("TEMP") business of Tyco. Atkore was initially formed by Tyco as a holding company to hold ownership of TEMP.

On November 9, 2010, Tyco announced that it had entered into an agreement to sell a majority interest in TEMP to CD&R Allied Holdings, L.P. (the "CD&R Investor), an affiliate of the private equity firm Clayton Dubilier & Rice, LLC ("CD&R"). On December 22, 2010, the transaction was completed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock (the "Preferred Stock") of the Company. The Preferred Stock initially represented 51% of the Company’s outstanding capital stock (on an as-converted basis). On December 22, 2010, the Company also issued common stock (the "Common Stock") to Tyco’s wholly owned subsidiary, Tyco International Holding S.à.r.l. ("Tyco Seller"), that initially represented the remaining 49% of the Company’s outstanding capital stock. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity.

On March 6, 2014, the Company entered into a non-binding letter of intent (the "Letter of Intent") with Tyco for the acquisition (the "Acquisition") of 40.3 million shares of Common Stock held by Tyco Seller. On April 9, 2014, the Company paid $250,000 to Tyco Seller to redeem the shares, which were subsequently retired. The Company paid $2,000 of expenses related to the share redemption.

In a separate transaction on the same date, the CD&R Investor converted its Preferred Stock and accumulated Preferred Dividends into Common Stock. As of September 26, 2014, Common Stock is the Company’s sole issued and outstanding class of securities.

The Parent has no significant operations or assets other than its indirect ownership of the equity of AII. Accordingly, the Parent is dependent upon distributions from AII to fund its obligations. However, under the terms of the agreements governing AII’s borrowings, AII’s ability to pay dividends or lend to Atkore Holding or the Parent, is restricted. While certain exceptions to the paying dividends or lending funds restrictions exist, these restrictions have resulted in the restricted net assets (as defined in Rule 4-08(e)(3) of Regulation S-X) of the Company’s subsidiaries exceeding 25% of the consolidated net assets of the Company and its subsidiaries. Atkore Holding has no obligations to pay dividends to the Parent except to pay specified amounts to Parent in order to fund the payment of the Parent’s tax obligations.

2. Basis of Presentation

The accompanying condensed Parent only financial statements are required in accordance with Rule 4-08(e)(3) of Regulation S-X. The financial statements include the amounts of the Parent and its investment in its subsidiaries under the equity method, and does not present the financial statements of the Parent and its subsidiaries on a consolidated basis. Under the equity method, investment in its subsidiaries is stated at cost plus contributions and equity in undistributed income (loss) of subsidiary less distributions received since the date of acquisition. These condensed Parent only financial statements should be read in conjunction with the Atkore International Group Inc. consolidated financial statements and their accompanying notes.

3. Dividends and Distributions from Subsidiaries

The Company received distributions of $0, $882, and $252,765 from its subsidiaries for the years ended September 30, 2016, September 25, 2015 and September 26, 2014, respectively. The distributions received were used to repurchase shares of the Company’s Common Stock. These dividends were permissible under an exception to the net asset restrictions of the agreements governing AII’s borrowings, which allow for dividend payments from AII to AIH or the Parent for the purpose of repurchasing shares of Parent’s Common Stock.

4. Common Stock Split

On May 27, 2016, the Company filed a Certificate of Amendment to amend and restate the Company’s Certificate of Incorporation in the State of Delaware, effecting a 1.37-for-1 common stock split. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the 1.37-for-1 common stock split.

XML

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Sep. 30, 2016

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(in thousands)	Balance at Beginning of Year			Additions Charged to Income		Write offs and Other	Balance at End of Year
Accounts Receivable Allowance for Doubtful Accounts:
For the fiscal year ended:
2016	$	(1,173	)	(426	)	593	$	(1,006	)
2015	$	(1,986	)	560		253	$	(1,173	)
2014	$	(3,184	)	616		582	$	(1,986	)
Deferred Tax Valuation Allowance:
For the fiscal year ended:
2016	$	(7,532	)	(2,604	)	1,478	$	(8,658	)
2015	$	(7,708	)	(1,107	)	1,283	$	(7,532	)
2014	$	(8,346	)	(548	)	1,186	$	(7,708	)

XML

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation - The accompanying unaudited condensed consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). These unaudited condensed consolidated financial statements have been prepared in accordance with the Company's accounting policies and on the same basis as those financial statements included in the Company's latest Annual Report on Form 10-K for the year ended September 30, 2016 filed with the U.S. Securities and Exchange Commission (the "SEC") on November 29, 2016, and should be read in conjunction with those consolidated financial statements and the notes thereto. Certain information and disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC.

The unaudited condensed consolidated financial statements include the assets and liabilities used in operating the Company's business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the unaudited condensed consolidated financial statements from the effective date of acquisition or up to the date of disposal.

These statements include all adjustments (consisting of normal recurring adjustments) that the Company considered necessary to present a fair statement of its results of operations, financial position and cash flows. The results reported in these unaudited condensed consolidated financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year.

Basis of Presentation — The accompanying audited consolidated financial statements of the Company included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").

The audited consolidated financial statements include the assets and liabilities used in operating the Company’s business. All intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the audited consolidated financial statements from the effective date of acquisition or up to the date of disposal.

Fiscal Periods

Fiscal Periods - The Company has a fiscal year that ends on September 30. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters end on the last Friday in December, March and June.

Fiscal Periods — The Company has a 52- or 53-week fiscal year that ends on the last day in September starting fiscal 2016. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal year 2016 was a 53-week fiscal year which ended on September 30, 2016. Fiscal years 2015 and 2014 were 52-week fiscal years which ended on September 25, 2015 and September 26, 2014, respectively. Our next fiscal year will end on September 30, 2017 and will be a 52-week year. Our fiscal quarters end on the last Friday in December, March and June.

Use of Estimates

Use of Estimates - The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the condensed consolidated financial statements and report the associated amounts of revenues and expenses. Actual results could differ materially from these estimates.

Use of Estimates — The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the consolidated financial statements and report the associated amounts of revenues and expenses. Significant estimates and assumptions are used for, but not limited to, allowances for doubtful accounts, provisions for certain rebates, sales incentives, trade promotions, product returns and discounts, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, loss contingencies, net realizable value of inventories, legal liabilities, income taxes and tax valuation allowances, pension and postretirement employee benefit liabilities and purchase price allocation. Actual results could differ materially from these estimates.

Revenue Recognition

Revenue Recognition — The Company’s revenue is generated principally from the sale of its products. Revenue from the sale of products is recognized at the time title, risks and rewards of ownership pass. This is generally when the products reach the free-on-board shipping point, the sales price is fixed and determinable and collection is reasonably assured. The freight charges for shipments are included in the Company’s revenues.

Provisions for certain rebates, sales incentives, trade promotions, product returns and discounts to customers are accounted for as reductions in determining sales in the same period the related sales are recorded. Rebates are estimated based on sales terms and historical experience.

Product returns are estimated based on historical experience and are recorded at the time revenues are recognized. Accordingly, the Company reduces recognized revenue for estimated future returns at the time revenue is recorded. The estimates for returns are adjusted periodically based upon changes in historical rates of returns and trend analysis.

Cost of Sales

Cost of Sales — The Company includes all costs directly related to the production of goods for sale in cost of sales in the statement of operations. These costs include direct material, direct labor, production related overheads, excess and obsolescence costs, lower of cost or market provisions, freight and distribution costs, and the depreciation and amortization of assets directly used in the production of goods for sale.

Selling, General and Administrative Expenses

Selling, General and Administrative Expenses — These amounts primarily include payroll-related expenses for both administrative and selling personnel, compensation expense from stock-based awards, restructuring-related charges, third-party professional services and translation gains or losses for foreign currency transaction.

Cash and Cash Equivalents

Cash and Cash Equivalents — The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts — The allowance for doubtful accounts receivable reflects the best estimate of losses inherent in the Company’s accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence.

Inventories

Inventories — Inventories are recorded at the lower of cost (primarily LIFO) or market value. The Company estimates losses for excess and obsolete inventory through an assessment of its net realizable value based on the aging of the inventory and an evaluation of the likelihood of recovering the inventory costs based on anticipated demand and selling price.

Property, Plant and Equipment

Property, Plant and Equipment — Property, plant and equipment, net, is recorded at cost less accumulated depreciation. Maintenance and repair expenditures are charged to expense when incurred. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets as follows:

Buildings	2 to 40 years
Building improvements	2 to 22 years
Machinery and production equipment	2 to 20 years
Support and testing machinery and equipment	2 to 15 years
Leasehold improvements	Lesser of remaining term of the lease or economic useful life

Long-Lived Asset Impairments

Long-Lived Asset Impairments — The Company reviews long-lived assets, including property, plant and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable.

The Company groups assets at the lowest level for which cash flows are separately identified in order to measure an impairment. Recoverability of an asset or asset group is first measured by a comparison of the carrying amount to its estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value. If impairment is determined to exist, any related impairment loss is calculated based on the estimated fair value. Impairment losses on assets to be disposed of or held for sale, if any, are based on the estimated proceeds to be received, less costs of disposal.

Goodwill and Indefinite-Lived Intangible Assets Impairments

Goodwill and Indefinite-Lived Intangible Asset Impairments — Goodwill and indefinite-lived intangible assets are assessed for impairment annually and more frequently if events or circumstances indicate that is more likely than not that the fair value of a reporting unit is less than the carrying value. See Note 6, ''Goodwill and Intangible Assets.'' Management uses various sources of information to estimate fair value including forecasted operating results, business plans, economic projections, royalty rates, market multiples of publicly traded comparable companies and other market data.

When testing for goodwill impairment, the Company first compares the fair value of a reporting unit with its carrying amount. Assessing goodwill for impairment requires us to estimate future operating results and cash flows that require judgment by management. Using different estimates could impact the amount and timing of impairment. We determine the fair value of a reporting unit using three valuation approaches: (a) an income approach using a discounted cash flow analysis based on the forecasted cash flows (including estimated underlying revenue and operating income growth rates) discounted using an estimated weighted-average cost of capital of market participants; (b) a market approach using a comparable company analysis; (c) a market approach using a transaction analysis. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test will be performed to measure the amount of impairment loss.

In the second step of the goodwill impairment test, the Company compares the implied fair value of the reporting unit’s goodwill with the carrying amount of the reporting unit’s goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill is determined in the same manner that the amount of goodwill recognized in a business combination is determined. The Company allocates the fair value of a reporting unit to all of the assets and liabilities of that unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the fair value of a reporting unit over the amounts assigned to its assets and liabilities represents the implied fair value of goodwill and is considered a Level 3 fair value measurement in accordance with the fair value hierarchy.

Fair Value Measurements

Fair Value Measurements - Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument's level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows:

Level 1 - inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date.

Level 2 - inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates.

Level 3 - inputs for the valuations are unobservable and are based on management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based

techniques such as option pricing models and discounted cash flow models.

Fair Value Measurements — Authoritative guidance for fair value measurements establishes a three-level hierarchy that ranks the quality and reliability of information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. In cases where two or more levels of inputs are used to determine fair value, a financial instrument’s level is determined based on the lowest level input that is considered significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized as follows:

Level 1-inputs are based upon quoted prices (unadjusted) in active markets for identical assets or liabilities which are accessible as of the measurement date.

Level 2-inputs are based upon quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations for the asset or liability that are derived principally from or corroborated by market data for which the primary inputs are observable, including forward interest rates, yield curves, credit risk and exchange rates.

Level 3-inputs for the valuations are unobservable and are based on management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques such as option pricing models and discounted cash flow models.

Income Taxes and Uncertain Tax Positions

Income Taxes and Uncertain Tax Positions — The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates in effect for the year it is expected the differences will reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date. The Company maintains an indemnity receivable for certain tax obligations that are indemnified by Tyco and that are expected to be settled directly with the taxing authorities.

The Company periodically assesses the realizabilty of the deferred tax assets. In making this determination management considers all available evidence, both positive and negative, including earnings history, expectations of future taxable income and available tax planning strategies. A valuation allowance is recorded to reduce our deferred tax assets to the amount that is considered more likely than not to be realized. Changes in the required valuation allowance are recorded in income in the period such determination is made.

Certain tax positions may be considered uncertain requiring an assessment of whether an allowance should be recorded. Provisions for uncertain tax positions provide a recognition threshold based on an estimate of whether it is more likely than not that a position will be sustained upon examination. The Company measures its uncertain tax positions as the largest amount of benefit that is greater than a 50 percent likelihood of being realized upon examination. Interest and penalties related to unrecognized tax benefits are recorded as a component of income tax expense.

Concentration of Credit Risk

Concentration of Credit Risk — The Company extends credit to various customers in the retail and construction industries. Collection of trade receivables may be affected by changes in economic or other industry conditions and may, accordingly, impact the Company’s overall credit risk. Although the Company generally does not require collateral, the Company performs ongoing credit evaluations of customers and maintains reserves for potential credit losses. For all periods presented, no customer accounted for more than 10% of sales or accounts receivable.

Insurable Liabilities

Insurable Liabilities — The Company maintains policies with various insurance companies for its workers’ compensation, product, property, general, auto, and executive liability risks. The insurance policies the Company maintains have various retention levels and excess coverage limits. The establishment and update of liabilities for unpaid claims, including claims incurred but not reported, is based on management’s estimate as a result of the assessment by the Company’s claim administrator of each claim and an independent actuarial valuation of the nature and severity of total claims. The Company utilizes a third-party claims administrator to pay claims, track and evaluate actual claims experience, and ensure consistency in the data used in the actuarial valuation.

Translation of Foreign Currency

Translation of Foreign Currency — For the Company’s non-U.S. subsidiaries that report in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars using year-end exchange rates. Revenue and expenses are translated at the monthly average exchange rates in effect during the fiscal year. Foreign currency translation adjustments are included as a component of accumulated other comprehensive loss within the statements of comprehensive loss for the fiscal years ended September 30, 2016, September 25, 2015, and September 26, 2014.

Recent Accounting Pronouncements

Recent Accounting Pronouncements - On January 26, 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which allows an entity to perform its goodwill impairment test by comparing the fair value of a reporting segment with its carrying amount. If the carrying amount exceeds the fair value, the Company would recognize an impairment charge not to exceed the total amount of goodwill allocated to that reporting segment. The effective date for public entities will be annual periods beginning after December 15, 2019, the Company's fiscal 2021. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the financial statements.

On November 17, 2016, the FASB issued ASU 2016-18, "Restricted cash," which provides additional guidance and clarification to the classification and presentation of restricted cash in ASC 230 - Statement of Cash Flows. The effective date for public entities will be annual periods beginning after December 15, 2017, the Company's fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the cash flows. We do not believe this update will have a material impact on the financial statements.

Recent Accounting Pronouncements — On October 24, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory." The ASU removes the prohibition in Accounting Standards Codification ("ASC") 740 against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company is evaluating the effect of adopting this new accounting guidance and its impact on the results of operations, cash flows or financial positions.

On August 6, 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Payments," which amends ASC 230, "Statement of Cash Flow." The ASU provides guidance on the classification of certain cash receipts and payments including debt prepayment or debt issuance costs and cash payments for contingent considerations. The ASU also provides clarification on the application of the predominance principle outlined in ASC 230. The effective date for public entities will be annual periods beginning after December 15, 2017, our fiscal 2019. Early adoption is permitted. The Company early adopted this new standard during fiscal 2016 and it did not have a material impact on the financial statements.

On March 30, 2016, FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which amends ASC 718. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, our fiscal 2018. Early adoption is permitted. The Company early adopted all amendments of ASU 2016-09 during fiscal 2016. The Company recognized excess tax benefit adjustments using a modified retrospective method. As a result of the adoption, we recorded an adjustment to retained earnings of $1.3 million to recognize net operating loss carryforwards, net of a valuation allowance, attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid in capital. The Company has elected to account for forfeitures when they occur. The election had no impact to our results of operations, cash flows, or financial positions.

On February 25, 2016, the FASB issued ASU 2016-2, "Leases (Topic 842)." The ASU requires companies to use a "right of use" lease model that assumes that each lease creates an asset (the lessee’s right to use the leased asset) and a liability (the future rent payment obligations), which should be reflected on a lessee’s balance sheet to fairly represent the lease transaction and the lessee’s related financial obligations. We conduct some of our operations under leases that are accounted for as operating leases, with no related assets and liabilities on our balance sheet. The proposed changes would require that substantially all of our operating leases be recognized as assets and liabilities on our balance sheet. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption will be permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position.

In September 2015, the FASB issued ASU 2015-16, "Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments." The ASU requires an acquirer to recognize provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined rather than restating prior periods. The ASU is effective on a prospective basis for interim and annual periods beginning after December 15, 2015. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements.

In June 2015, the FASB issued ASU 2015-10, "Technical Corrections and Improvements." The ASU is part of an ongoing project on the FASB’s agenda to facilitate updates to the ASC, non-substantive technical corrections, clarifications, and improvements that are not expected to have a significant effect on accounting practice or create a significant administrative cost to most entities. The ASU will apply to all reporting entities within the scope of the affected accounting guidance. The amendments requiring transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In May 2015, the FASB issued ASU 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)." The update amends ASC 820, "Fair Value Measurement." This ASU removes the requirement to categorize within the fair value hierarchy investments without readily determinable fair values in entities that elect to measure fair value using net asset value per share or its equivalent. The ASU requires that these investments continue to be shown in the investment disclosure amount to allow the disclosure to reconcile to the investment amount presented in the balance sheet. This update is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In April 2015, the FASB issued ASU 2015-05, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement." This ASU provides guidance to customers about whether a cloud computing arrangement includes a software license. If an arrangement includes a software license, the accounting for the license will be consistent with licenses of other intangible assets. If the arrangement does not include a license, the arrangement will be accounted for as a service contract. This update is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted for all entities. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In February 2015, the FASB issued ASU 2015-02 "Amendments to the Consolidation Analysis." This update amends the consolidation requirements in ASC 810, "Consolidation." The amendments change the consolidation analysis required under GAAP. For public business entities, the amendments in the ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. We are evaluating the effect of adopting this new accounting guidance and its impact on our results of operations, cash flows or financial position. We do not believe this update will have a material impact on the financial statements.

In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items." This update eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, the ASU does not affect the reporting and disclosure requirements for an event that is unusual in nature or that occurs infrequently. The update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, our fiscal 2017. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company adopted this new standard beginning with fiscal 2016, and it did not have a material impact on the financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", which provides guidance for revenue recognition. The update’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. Examples of the use of judgments and estimates may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The update also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The update provides for two transition methods to the new guidance: a full retrospective approach and a modified retrospective approach. In August 2015, the FASB issued ASU 2015-14, "Revenue from Contracts with Customers: Deferral of the Effective Date", as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted but not prior to periods beginning after December 15, 2016 (i.e. the original adoption date per ASU 2014-09). In March 2016, the FASB issued ASU 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations", which clarifies certain aspects of the principal-versus-agent guidance, including how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. The amendments also reframe the indicators to focus on evidence that an entity is acting as a principal rather than as an agent. In April 2016, the FASB issued ASU 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing", which clarifies how an entity should evaluate the nature of its promise in granting a license of intellectual property, which will determine whether it recognizes revenue over time or at a point in time. The amendments also clarify when a promised good or service is separately identifiable (i.e., distinct within the context of the contract) and allow entities to disregard items that are immaterial in the context of a contract. In May 2016, the FASB issued ASU 2016-12, "Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients", which amends the new revenue recognition guidance on transition, collectibility, noncash consideration and the presentation of sales and other similar taxes. The amendments also clarify how an entity should evaluate the collectibility threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard's contract criteria. We are currently evaluating the transition methods and the impact of adoption of these ASUs on our consolidated financial statements.

XML

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Estimated Useful Lives

As of December 30, 2016 and September 30, 2016, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)	December 30, 2016			September 30, 2016
Land	$	13,294		$	12,804
Buildings and related improvements	103,322			103,256
Machinery and equipment	244,532			245,011
Leasehold improvements	6,217			6,498
Construction in progress	5,272			6,148
Property, plant and equipment	372,637			373,717
Accumulated depreciation	(174,575		)	(171,025		)
Property, plant and equipment, net	$	198,062		$	202,692

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

Buildings	2 to 40 years
Building improvements	2 to 22 years
Machinery and production equipment	2 to 20 years
Support and testing machinery and equipment	2 to 15 years
Leasehold improvements	Lesser of remaining term of the lease or economic useful life

As of September 30, 2016 and September 25, 2015, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)	September 30, 2016			September 25, 2015
Land	$	12,804		$	13,294
Buildings and related improvements	103,256			104,315
Machinery and equipment	245,011			231,237
Leasehold improvements	6,498			5,572
Construction in progress	6,148			10,582
Property, plant and equipment	373,717			365,000
Accumulated depreciation	(171,025		)	(140,716		)
Property, plant and equipment, net	$	202,692		$	224,284

XML

Acquisitions (Tables)

12 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Schedule of Net Assets Acquired and Liabilities Assumed

The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the October 11, 2013 acquisition date:

(in thousands)	Ridgeline
Fair value of consideration transferred:
Cash consideration	$	39,787
Fair value of assets acquired and liabilities assumed:
Accounts receivable	3,445
Inventories	2,510
Intangible assets	15,890
Fixed assets	10,551
Accounts payable	(2,218		)
Net assets acquired	30,178
Excess purchase price attributed to goodwill acquired	$	9,609

The following table summarizes the Level 3 fair values assigned to the net assets acquired and liabilities assumed as of the acquisition date:

(in thousands)	APPI			SCI
Fair value of consideration transferred:
Cash consideration	$	6,572		$	23,837
Fair value of assets acquired and liabilities assumed:
Accounts receivable	1,813			4,302
Inventories	1,850			5,500
Intangible assets	480			10,600
Fixed assets	2,907			46
Accounts payable	(1,057		)	(690		)
Other	(808		)	155
Net assets acquired	5,185			19,913
Excess purchase price attributed to goodwill acquired	$	1,387		$	3,924

Schedule of Fair Value of Amortizable Intangible Assets

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

	APPI			SCI
($ in thousands)	Fair Value		Weighted Average Useful Life (Years)	Fair Value		Weighted Average Useful Life (Years)
Amortizable intangible assets:
Customer relationships	$	300	10	$	7,900	8
Other	180		4	2,700		14
Total amortizable intangible assets	$	480		$	10,600

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

	Ridgeline
($ in thousands)	Fair Value		Weighted Average Useful Life (Years)
Amortizable intangible assets:
Customer relationships	$	15,600	10
Other	290		2
Total amortizable intangible assets	$	15,890

XML

Related Party Transactions (Tables)

12 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

The following table presents information regarding related party transactions with these customers:

	Fiscal Year Ended
	September 26, 2014
(in thousands)	Tyco and affiliates		CD&R affiliates
Net sales	$	5,933	$	105,681
Cost of sales	4,943		78,019

XML

Inventories, Net (Tables)

12 Months Ended

Sep. 30, 2016

Inventory Disclosure [Abstract]

Schedule of Inventory, Net

(in thousands)	September 30, 2016			September 25, 2015
Purchased materials and manufactured parts, net	$	47,754		$	42,562
Work in process, net	17,082			13,360
Finished goods, net	115,062			111,743
LIFO reserve	(18,433		)	(5,741		)
Inventories, net	$	161,465		$	161,924

XML

Property, Plant and Equipment (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

As of December 30, 2016 and September 30, 2016, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)	December 30, 2016			September 30, 2016
Land	$	13,294		$	12,804
Buildings and related improvements	103,322			103,256
Machinery and equipment	244,532			245,011
Leasehold improvements	6,217			6,498
Construction in progress	5,272			6,148
Property, plant and equipment	372,637			373,717
Accumulated depreciation	(174,575		)	(171,025		)
Property, plant and equipment, net	$	198,062		$	202,692

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

Buildings	2 to 40 years
Building improvements	2 to 22 years
Machinery and production equipment	2 to 20 years
Support and testing machinery and equipment	2 to 15 years
Leasehold improvements	Lesser of remaining term of the lease or economic useful life

As of September 30, 2016 and September 25, 2015, property, plant and equipment at cost and accumulated depreciation were as follows:

(in thousands)	September 30, 2016			September 25, 2015
Land	$	12,804		$	13,294
Buildings and related improvements	103,256			104,315
Machinery and equipment	245,011			231,237
Leasehold improvements	6,498			5,572
Construction in progress	6,148			10,582
Property, plant and equipment	373,717			365,000
Accumulated depreciation	(171,025		)	(140,716		)
Property, plant and equipment, net	$	202,692		$	224,284

XML

Goodwill and Intangible Assets (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Carrying Amounts of Goodwill

There were no changes in the carrying amount of goodwill during the three months ended December 30, 2016.

	Operating Segment
(in thousands)	Electrical Raceway			Mechanical Products & Solutions			Total
Balance at December 30, 2016
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses	(3,924		)	(43,000		)	(46,924		)
	$	76,640		$	39,189		$	115,829

Changes in the carrying amount of goodwill are as follows:

	Segment
(in thousands)	Electrical Raceway			Mechanical Products & Solutions			Total
Balance as of September 26, 2014
Goodwill	$	75,253		$	82,189		$	157,442
Accumulated impairment losses	—			(43,000		)	(43,000		)
Total	75,253			39,189			114,442
Goodwill acquired during year	5,311			—			5,311
Impairment losses	(3,924		)	—			(3,924		)
Total	$	76,640		$	39,189		$	115,829
Balance as of September 25, 2015
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses	(3,924		)	(43,000		)	(46,924		)
Total	$	76,640		$	39,189		$	115,829
Balance at September 30, 2016
Goodwill	$	80,564		$	82,189		$	162,753
Accumulated impairment losses	(3,924		)	(43,000		)	(46,924		)
Total	$	76,640		$	39,189		$	115,829

Schedule of Major Classes of Finite-Lived Intangible Assets

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

		December 30, 2016							September 30, 2016
($ in thousands)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer Relationships	12	$	249,245	$	(102,668	)	$	146,577	$	249,245	$	(97,484	)	$	151,761
Other	7	16,943		(8,051		)	8,892		16,943		(7,647		)	9,296
Total		266,188		(110,719		)	155,469		266,188		(105,131		)	161,057
Indefinite-lived intangible assets:
Trade names		93,880		—			93,880		93,880		—			93,880
Total		$	360,068	$	(110,719	)	$	249,349	$	360,068	$	(105,131	)	$	254,937

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

		September 30, 2016							September 25, 2015
($ in thousands)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable Intangible Assets:
Customer relationships	12	$	249,245	$	(97,484	)	$	151,761	$	249,245	$	(77,112	)	$	172,133
Other	7	16,943		(7,647		)	9,296		16,943		(5,781		)	11,162
Total		266,188		(105,131		)	161,057		266,188		(82,893		)	183,295
Indefinite-lived Intangible Assets:
Trade names		93,880		—			93,880		93,880		—			93,880
Total		$	360,068	$	(105,131	)	$	254,937	$	360,068	$	(82,893	)	$	277,175

Schedule of Major Classes of Indefinite-Lived Intangible Assets

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

		December 30, 2016							September 30, 2016
($ in thousands)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable intangible assets:
Customer Relationships	12	$	249,245	$	(102,668	)	$	146,577	$	249,245	$	(97,484	)	$	151,761
Other	7	16,943		(8,051		)	8,892		16,943		(7,647		)	9,296
Total		266,188		(110,719		)	155,469		266,188		(105,131		)	161,057
Indefinite-lived intangible assets:
Trade names		93,880		—			93,880		93,880		—			93,880
Total		$	360,068	$	(110,719	)	$	249,349	$	360,068	$	(105,131	)	$	254,937

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

		September 30, 2016							September 25, 2015
($ in thousands)	Weighted Average Useful Life (Years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Amortizable Intangible Assets:
Customer relationships	12	$	249,245	$	(97,484	)	$	151,761	$	249,245	$	(77,112	)	$	172,133
Other	7	16,943		(7,647		)	9,296		16,943		(5,781		)	11,162
Total		266,188		(105,131		)	161,057		266,188		(82,893		)	183,295
Indefinite-lived Intangible Assets:
Trade names		93,880		—			93,880		93,880		—			93,880
Total		$	360,068	$	(105,131	)	$	254,937	$	360,068	$	(82,893	)	$	277,175

Schedule of Expected Amortization Expense for Intangible Assets

Amortization expense for the three months ended December 30, 2016 and December 25, 2015 was $5,589 and $5,517, respectively. Expected amortization expense for intangible assets for the remainder of 2017 and over the next five years and thereafter is as follows:

Remaining 2017	$	16,228
2018	21,399
2019	21,235
2020	21,256
2021	20,558
2022	19,746
Thereafter	35,047

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

2017	21,817
2018	21,399
2019	21,235
2020	21,256
2021	20,558
Thereafter	54,792

XML

Accrued and Other Current Liabilities (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Payables and Accruals [Abstract]

Schedule of Accrued and Other Liabilities

As of December 30, 2016 and September 30, 2016, accrued and other current liabilities were comprised of:

(in thousands)	December 30, 2016		September 30, 2016
Accrued compensation and employee benefits	$	17,078	$	34,331
Accrued transportation costs	8,835		12,348
Accrued interest	495		—
Deferred gain on sale of investment	9,088		9,088
Product liability	1,550		1,550
Accrued professional services	6,005		7,038
Accrued restructuring	1,089		1,380
Other	22,035		21,376
Accrued and other current liabilities	$	66,175	$	87,111

As of September 30, 2016 and September 25, 2015, accrued and other current liabilities were comprised of:

(in thousands)	September 30, 2016		September 25, 2015
Accrued compensation and employee benefits	$	34,331	$	31,146
Accrued transportation costs	12,348		13,627
Accrued interest	—		9,890
Deferred gain on sale of investment	9,088		9,121
Product liability	1,550		2,700
Accrued professional services	7,038		6,535
Accrued restructuring	1,380		4,413
Other	21,376		19,840
Accrued and other current liabilities	$	87,111	$	97,272

XML

Debt (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Debt Disclosure [Abstract]

Schedule of Debt

Debt as of December 30, 2016 and September 30, 2016 was as follows:

(in thousands)	December 30, 2016			September 30, 2016
New First Lien Term Loan Facility due December 22, 2023	$	498,750		$	—
First lien loan due April 9, 2021	—			409,200
Second lien loan due October 9, 2021	—			229,460
Deferred financing costs	(5,003		)	(8,347		)
Total debt	$	493,747		$	630,313
Less: Current portion	4,228			1,267
Long-term debt	$	489,519		$	629,046

Debt as of September 30, 2016 and September 25, 2015 was as follows:

(in thousands)	September 30, 2016			September 25, 2015
First lien loan due April 9, 2021	$	409,200		$	414,150
Second lien loan due October 9, 2021	229,460			248,036
Deferred financing costs	(8,347		)	(11,622		)
Other	—			1,644
Total debt	$	630,313		$	652,208
Less: Current portion	1,267			2,864
Long-term debt	$	629,046		$	649,344

XML

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Schedule of Components of Income (Loss) from Continuing Operations and Income Tax Expense

Significant components of income (loss) from continuing operations and income tax expense for the fiscal years ended September 30, 2016, September 25, 2015 and September 26, 2014consisted of the following:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015			September 26, 2014
Components of income (loss) before income taxes:
United States	$	78,016	$	(11,739	)	$	(107,722	)
Non-U.S	8,765		3,868			835
Income (loss) before income taxes	$	86,781	$	(7,871	)	$	(106,887	)
Income tax expense (benefit):
Current:
United States:
Federal	$	18,748	$	(2,017	)	$	195
State	4,655		1,562			1,502
Non-U.S:	2,026		1,189			1,874
Current income tax expense (benefit)	$	25,429	$	734		$	3,571
Deferred
United States:
Federal	$	642	$	(3,721	)	$	(31,690	)
State	1,872		(929		)	(2,925		)
Non-U.S:	42		1,000			(1,895		)
Deferred income tax expense (benefit)	2,556		(3,650		)	(36,510		)
Income tax expense (benefit)	$	27,985	$	(2,916	)	$	(32,939	)

Schedule of Federal Income Tax Rate and Effective Income Tax Rate Reconciliation

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

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Statutory federal tax	35	%	35	%	35	%
Adjustments to reconcile to the effective income tax rate:
State income taxes	5	%	1	%	2	%
Nondeductible expenses	2	%	(7	)%	(1	)%
Valuation allowance	1	%	(15	)%	—	%
Foreign rate differential	(2	)%	3	%	—	%
U.S. tax effects of unremitted foreign earnings	—	%	—	%	2	%
Nondeductible goodwill impairment	—	%	—	%	(11	)%
Domestic Manufacturing Deduction	(3	)%	—	%	—	%
Finalization of Federal audits	—	%	—	%	4	%
Prior period adjustments	—	%	(2	)%	—	%
Indemnified uncertain tax benefits	(5	)%	22	%	—	%
Other	(1	)%	—	%	—	%
Effective income tax rate	32	%	37	%	31	%

Schedule of Components of Net Deferred Income Tax Assets

The components of the net deferred income tax assets are as follows:

(in thousands)	September 30, 2016			September 25, 2015
Deferred tax assets:
Accrued liabilities and reserves	$	50,221		$	32,494
Tax loss and credit carryforwards	14,138			18,699
Postretirement benefits	14,232			11,481
Inventory	6,526			18,481
Other	1,320			2,425
	$	86,437		$	83,580
Deferred tax liabilities:
Property, plant and equipment	$	(12,785	)	$	(8,458	)
Intangible assets	(70,037		)	(74,649		)
Loss on investment	(5,151		)	(4,248		)
Other	(1,695		)	(2,163		)
	$	(89,668	)	$	(89,518	)
Net deferred tax liability before valuation allowance	(3,231		)	(5,938		)
Valuation allowance	(8,658		)	(7,532		)
Net deferred tax liability	$	(11,889	)	$	(13,470	)

Schedule of Reconciliation of Unrecognized Tax Benefits, Excluding Interest and Penalties

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

(in thousands)	For the period from September 27, 2013 to September 30, 2016
Balance as of September 27, 2013	$	14,164
Additions based on tax positions related to prior years	134
Settlements	(4,056		)
Balance as of September 26, 2014	10,242
Additions based on tax positions related to prior years	69
Settlements	(2,210		)
Balance as of September 25, 2015	8,101
Additions based on tax positions related to prior years	62
Settlements	(4,360		)
Balance as of September 30, 2016	$	3,803

Schedule of Tax Years Subject to Examination

The following tax years remain subject to examination by the major tax jurisdictions as follows:

Jurisdiction	Years Open to Audit
France	2010-2012
U.S.	2010-2015

XML

Postretirement Benefits (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Periodic Benefit Cost

The net periodic benefit cost for the three months ended December 30, 2016 and December 25, 2015 was as follows: 

	Three Months Ended
(in thousands)	December 30, 2016			December 25, 2015
Service cost	$	512		$	474
Interest cost	948			1,036
Expected return on plan assets	(1,650		)	(1,580		)
Amortization of actuarial loss	326			180
Net periodic benefit cost	$	136		$	110

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

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Service cost	$	1,894		$	2,509		$	2,783
Interest cost	4,143			4,784			4,850
Expected return on plan assets	(6,318		)	(6,803		)	(6,265		)
Amortization of actuarial loss	722			88			—
Net periodic benefit cost	$	441		$	578		$	1,368
Weighted-average assumptions used to determine net periodic pension cost during the period:
Discount rate	4.2		%	4.2		%	4.6		%
Expected return on plan assets	7.0		%	7.0		%	7.0		%
Rate of compensation increase	N/a			N/a			N/a

Schedule of Amounts Amortized from Accumulated Other Comprehensive Loss

The amounts amortized from accumulated other comprehensive loss is as follows:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Amortization of unrecognized actuarial loss	$	722	$	88	$	—

Schedule of Change in Benefit Obligations and Plan Assets

The change in the benefit obligations, plan assets and the amounts recognized on the consolidated balance sheets was as follows:

Change in benefit obligations:
Benefit obligations as of September 26, 2014	$	116,648
Service cost	2,509
Interest cost	4,784
Actuarial loss	1,542
Benefits and administrative expenses paid	(4,283		)
Benefit obligations as of September 25, 2015	121,200
Service cost	1,894
Interest cost	4,143
Actuarial loss	10,542
Benefits and administrative expenses paid	(4,627		)
Benefit obligations as of September 30, 2016	$	133,152
Change in plan assets:
Fair value of plan assets as of September 26, 2014	$	99,820
Actual return on plan assets	(3,566		)
Employer contributions	1,103
Benefits and administrative expenses paid	(4,283		)
Fair value of plan assets as of September 25, 2015	93,074
Actual return on plan assets	9,122
Employer contributions	411
Benefits and administrative expenses paid	(4,627		)
Fair value of plan assets as of September 30, 2016	$	97,980
Funded status as of September 30, 2016	$	(35,172	)

Schedule of Amounts Recognized in Balance Sheet

	September 30, 2016			September 25, 2015
Amounts recognized in the consolidated balance sheets consist of:
Pension liabilities	$	(35,172	)	$	(28,126	)
Net amount recognized	$	(35,172	)	$	(28,126	)
Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of:
Net actuarial loss	$	(28,205	)	$	(21,189	)
Total loss recognized	$	(28,205	)	$	(21,189	)
Weighted-average assumptions used to determine pension benefit obligations at year end:
Discount rate	3.5		%	4.2		%
Rate of compensation increase	N/a			N/a

Schedule of Allocation of Plan Assets

Pension plans have the following weighted-average asset allocations:

	September 30, 2016	September 25, 2015
Asset Category:
Equity securities	52%	59%
Debt securities	33%	40%
Cash and cash equivalents	15%	1%
Total	100%	100%

The Company’s asset allocations by level within the fair value hierarchy for the years ended September 30, 2016 and September 25, 2015, are presented in the table below for the Company’s defined benefit plans.

	September 30, 2016								September 25, 2015
(in thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Equity securities:
U.S. equity securities	$	—	$	28,798	$	—	$	28,798	$	9,635	$	26,682	$	—	$	36,317
Non-U.S. equity securities	—		21,754		—		21,754		—		18,990		—		18,990
Fixed income securities:
Government and government agency securities	—		7,688		—		7,688		—		17,890		—		17,890
Corporate debt securities	—		16,230		—		16,230		—		18,791		—		18,791
Mortgage and other asset-backed securities	—		8,454		—		8,454		—		376		—		376
Cash and cash equivalents	15,056		—		—		15,056		710		—		—		710
Total	$	15,056	$	82,924	$	—	$	97,980	$	10,345	$	82,729	$	—	$	93,074

Schedule of Future Benefit Payments

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

(in thousands)
2017	$	4,926
2018	5,338
2019	5,659
2020	6,040
2021	6,358
2022-2026	35,361

XML

Earnings Per Share (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income Per Share

	Three Months Ended
(in thousands, except per share data)	December 30, 2016		December 25, 2015
Basic:
Net income	$	17,382	$	8,572
Weighted-average shares outstanding	62,642		62,466
Basic earnings per share	$	0.28	$	0.14
Diluted:
Net income	17,382		8,572
Weighted-average shares outstanding	62,642		62,466
Effect of dilutive securities: Stock options (1)	3,278		—
Weighted-average shares outstanding - Diluted	65,920		62,466
Diluted earnings per share	$	0.26	$	0.14
(1) Stock option to purchase approximately 3.3 million stock options were outstanding during the three months ended December 30, 2016, but were not included in the calculation of diluted earnings per share as the impact of these options would have been anti-dilutive.

	Fiscal Year Ended
(in thousands, except per share data)	September 30, 2016		September 25, 2015			September 26, 2014
Basic and Diluted Earnings (Loss) per Share Numerator:
Net income (loss)	$	58,796	$	(4,955	)	$	(73,948	)
Convertible preferred stock and dividends	—		—			29,055
Net income (loss) attributable to common stockholders	$	58,796	$	(4,955	)	$	(103,003	)
Basic and Diluted Earnings (Loss) per Share Denominator:
Weighted-average shares outstanding - Basic	62,486		62,527			50,998
Weighted-average shares outstanding - Diluted	62,820		62,527			50,998
Earnings (loss) Per Share Available to Common Stockholders
Basic	$	0.94	$	(0.08	)	$	(2.02	)
Diluted	$	0.94	$	(0.08	)	$	(2.02	)

XML

Stock Incentive Plan (Tables)

12 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Assumptions used in Black-Scholes Option Pricing Model

The assumptions used in the Black-Scholes option pricing model to value the options granted and modified were as follows:

	Fiscal Year Ended
	September 30, 2016		September 25, 2015		September 26, 2014
Expected dividend yield	—	%	—	%	—	%
Expected volatility	40	%	35	%	55	%
Range of risk-free interest rates	0.74% - 1.27%		0.85% - 1.74%		1.23% - 2.09%
Range of expected option lives	2.09 - 6.37 years		2.51 - 6.35 years		3.42 - 6.34 years

Schedule of Stock Option Activity

Stock option activity for the period September 27, 2013 to September 30, 2016 was as follows:

(share amounts in thousands)	Shares		Weighted-Average Exercise Price		Aggregate Intrinsic Value			Weighted-Average Remaining Contractual Term (in years)
Outstanding as of September 27, 2013	6,462		$	7.30				7.9
Granted	1,828		8.57					9.6
Exercised	(77	)	7.30		$	(140	)	—
Forfeited	(540	)	7.30					—
Outstanding as of September 26, 2014	7,673		7.59					8.3
Granted	290		9.04					9.5
Exercised	(500	)	7.30		$	(914	)	—
Forfeited	(717	)	7.30					—
Outstanding as of September 25, 2015	6,746		7.70					7.4
Granted	72		15.79					9.7
Exercised	(18	)	7.95		$	(43	)	—
Forfeited	(136	)	8.84					—
Outstanding as of September 30, 2016	6,664		7.77		$	73,095		6.3
Vested as of September 30, 2016	4,260		7.53		$	47,777		5.8
Shares expected to vest as of September 30, 2016	2,404

XML

Fair Value Measurements (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured on Recurring Basis

The following table presents the assets and liabilities measured at fair value on a recurring basis as of December 30, 2016 and September 30, 2016 in accordance with the fair value hierarchy:

	December 30, 2016						September 30, 2016
(in thousands)	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	56,996	$	—	$	—	$	167,006	$	—	$	—

The following table presents the assets and liabilities measured at fair value on a recurring basis as of September 30, 2016 and September 25, 2015 in accordance with the fair value hierarchy:

	September 30, 2016						September 25, 2015
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash equivalents	$	167,006	$	—	$	—	$	54,032	$	—	$	—

Schedule of Assets and Liabilities Measured on Non-recurring Basis

The following table presents the assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2016 or September 25, 2015 in accordance with the fair value hierarchy:

	September 30, 2016						September 25, 2015
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Property, plant and equipment	$	—	$	—	$	—	$	—	$	—	$	5,500
Assets held for sale	—		—		6,680		—		—		3,313
Goodwill	—		—		—		—		—		—

XML

Restructuring Charges and Asset Impairments (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserves

The liability for restructuring reserves as of December 30, 2016 is included within accrued and other current liabilities in the Company's condensed consolidated balance sheets as follows:

	Electrical Raceway			Mechanical Products & Solutions
(in thousands)	Severance			Severance			Other			Total
Balance as of September 30, 2016	$	—		$	841		$	539		$	1,380
Charges	61			240			88			389
Utilization	(19		)	(28		)	(579		)	(626		)
Reversals/exchange rate effects	—			(54		)	—			(54		)
Balance as of December 30, 2016	$	42		$	999		$	48		$	1,089

The rollforward of restructuring reserves included as a component of accrued expenses is as follows:

	Electrical Raceway						Mechanical Products & Solutions						Corporate
(in thousands)	Severance			Other			Severance			Other			Severance			Other			Total
Balance as of September 27, 2013	$	—		$	—		$	1,971		$	—		$	—		$	—		$	1,971
Charges	—			—			1,301			—			999			—			2,300
Utilization	—			—			(2,236		)	—			(406		)	—			(2,642		)
Reversals / exchange rate effects	—			—			(37		)	—						—			(37		)
Balance as of September 26, 2014	$	—		$	—		$	999		$	—		$	593		$	—		$	1,592
Charges	—			200			3,680			846			1			62			4,789
Utilization	—			(200		)	(907		)	(102		)	(577		)	—			(1,786		)
Reversals / exchange rate effects	—			—			(55		)	(124		)	(2		)	(1		)	(182		)
Balance as of September 25, 2015	$	—		$	—		$	3,717		$	620		$	15		$	61		$	4,413
Charges	28			—			1,468			2,583			—			199			4,278
Utilization	(28		)	—			(4,157		)	(2,542		)	(11		)	(260		)	(6,998		)
Reversals / exchange rate effects	—			—			(187		)	(122		)	(4		)	—			(313		)
Balance as of September 30, 2016	$	—		$	—		$	841		$	539		$	—		$	—		$	1,380

The net restructuring charges included in selling, general and administrative expense were as follows:

	Fiscal Year Ended
(in thousands)	September 30, 2016	September 25, 2015	September 26, 2014
Total restructuring charges, net	3,967	4,766	2,263

XML

Commitments and Contingencies (Tables)

12 Months Ended

Sep. 30, 2016

Commitments and Contingencies Disclosure [Abstract]

Schedule of Minimum Future Operating Lease Payments

At September 30, 2016, minimum future operating lease payments in excess of one year are presented in the table below as follows:

Minimum future operating lease payments:
2017	$	8,659
2018	10,002
2019	6,873
2020	6,306
2021	5,368
2022 and thereafter	14,097
Total	$	51,305

XML

Assets Held for Sale (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets Held-for-sale

(in thousands)	December 30, 2016		September 30, 2016
Assets held for sale	$	3,313	$	6,680

(in thousands)	September 30, 2016		September 25, 2015
Assets held for sale	$	6,680	$	3,313

XML

Segment Information (Tables)

3 Months Ended

12 Months Ended

Dec. 30, 2016

Sep. 30, 2016

Segment Reporting [Abstract]

Schedule of Segment Information

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

	Three Months Ended
(in thousands)	December 30, 2016			December 25, 2015
Operating segment Adjusted EBITDA
Electrical Raceway	$	40,318		$	34,433
Mechanical Products & Solutions	17,577			19,377
Total	57,895			53,810
Unallocated expenses (a)	(8,004		)	(5,757		)
Interest expense, net	(9,830		)	(9,881		)
Depreciation and amortization	(13,628		)	(13,493		)
Loss on extinguishment of debt	(9,805		)	—
Restructuring & impairments	(389		)	(1,294		)
Net periodic pension benefit cost	—			(110		)
Stock-based compensation	(2,720		)	(2,045		)
ABF product liability impact	—			(212		)
Consulting fee	—			(875		)
Transaction costs	(1,560		)	(655		)
Other	10,930			(5,507		)
Impact of Fence and Sprinkler exit	—			(811		)
Income before income taxes	$	22,889		$	13,170
(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

Recorded amounts represent a proportional amount of the quantity of product produced for each segment.

	Three months ended
	December 30, 2016							December 25, 2015
(in thousands)	External Net Sales		Intersegment Sales			Adjusted EBITDA		External Net Sales		Intersegment Sales			Adjusted EBITDA
Electrical Raceway	$	222,442	$	521		$	40,318	$	223,304	$	301		$	34,433
Mechanical Products & Solutions	115,149		29			$	17,577	135,071		31			$	19,377
Eliminations	—		(550		)			—		(332		)
Consolidated operations	$	337,591	$	—				$	358,375	$	—

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

	Fiscal Year Ended
(in thousands)	September 30, 2016			September 25, 2015			September 26, 2014
Operating segment Adjusted EBITDA
Electrical Raceway	$	174,588		$	106,717		$	86,273
Mechanical Products & Solutions	88,551			79,553			59,941
Total	$	263,139		$	186,270		$	146,214
Unallocated expenses (a)	(28,137		)	(22,320		)	(19,617		)
Depreciation and amortization	(55,017		)	(59,465		)	(58,695		)
Interest expense, net	(41,798		)	(44,809		)	(44,266		)
Gain (loss) on extinguishment of debt	1,661			—			(43,667		)
Restructuring & impairments	(4,096		)	(32,703		)	(46,687		)
Net periodic pension benefit cost	(441		)	(578		)	(1,368		)
Stock-based compensation	(21,127		)	(13,523		)	(8,398		)
ABF product liability impact	(850		)	216			(2,841		)
Legal settlements	(1,382		)	—			—
Consulting fees	(15,425		)	(3,500		)	(4,854		)
Transaction costs	(7,832		)	(6,039		)	(5,049		)
Other	(1,103		)	(14,305		)	(12,656		)
Impact of Fence and Sprinkler exit	(811		)	2,885			(5,003		)
Income (loss) before income taxes	$	86,781		$	(7,871	)	$	(106,887	)
(a) Represents unallocated selling, general and administrative activities and associated expenses including, in part, executive, legal, finance, human resources, information technology, business development and communications, as well as certain costs and earnings of employee-related benefits plans, such as stock-based compensation and a portion of self-insured medical costs.

Recorded amounts represent a proportional amount of the quantity of product produced for each segment.

	Fiscal year ended
	September 30, 2016							September 25, 2015							September 26, 2014
(in thousands)	External Net Sales		Inter- segment Sales			Adjusted EBITDA		External Net Sales		Inter- segment Sales			Adjusted EBITDA		External Net Sales		Inter- segment Sales			Adjusted EBITDA
Electrical Raceway	$	986,407	$	1,718		$	174,588	$	1,004,683	$	896		$	106,717	$	967,105	$	661		$	86,273
Mechanical Products & Solutions	536,977		155			$	88,551	724,485		277			$	79,553	735,733		317			$	59,941
Eliminations	—		(1,873		)			—		(1,173		)			—		(978		)
Consolidated operations	$	1,523,384	$	—				$	1,729,168	$	—				$	1,702,838	$	—

	Capital Expenditures						Total Assets
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014		September 30, 2016		September 25, 2015		September 26, 2014
Electrical Raceway	$	8,298	$	12,210	$	10,873	$	533,732	$	590,999	$	591,098
Mechanical Products & Solutions	6,993		10,918		9,474		375,510		439,037		507,967
Unallocated	1,539		3,721		4,015		255,326		83,763		86,354
Consolidated operations	$	16,830	$	26,849	$	24,362	$	1,164,568	$	1,113,799	$	1,185,419

Schedule of Long-Lived Assets and Net Sales by Geography

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

	Long-lived assets						Net sales
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014		September 30, 2016		September 25, 2015		September 26, 2014
United States	$	204,640	$	232,566	$	263,750	$	1,395,750	$	1,604,788	$	1,570,788
Other Americas	175		132		194		40,573		42,136		43,323
Europe	1,295		1,036		1,417		40,246		38,621		38,422
Asia-Pacific	3,826		4,482		5,269		46,815		43,623		50,305
Total	$	209,936	$	238,216	$	270,630	$	1,523,384	$	1,729,168	$	1,702,838

Schedule of Net Sales From External Customers by Product Category

The table below shows the amount of net sales from external customers for each of our product categories which accounted for 10 percent or more of our consolidated net sales in any of the last three fiscal years:

	Fiscal Year Ended
(in thousands)	September 30, 2016		September 25, 2015		September 26, 2014
Metal Electrical Conduit and Fittings	$	331,187	$	320,367	$	300,594
Armored Cable and Fittings	318,279		332,153		341,912
PVC Electrical Conduit & Fittings	258,954		269,808		238,042
Mechanical Pipe	249,811		286,799		282,789
Metal Framing & Fittings	181,954		174,976		176,047
Other	175,383		166,472		170,766
Impact of Fence and Sprinkler	7,816		178,593		192,688
Net sales	$	1,523,384	$	1,729,168	$	1,702,838

XML

Quarterly Operating Results (Unaudited) (Tables)

12 Months Ended

Sep. 30, 2016

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Operating Results

The operating results for any quarter are not necessarily indicative of the results of any future period.

	2016								2015
(in thousands, except per share data)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter			Second Quarter		Third Quarter		Fourth Quarter (1)
Net sales	$	358,375	$	353,046	$	395,724	$	416,239	$	426,401		$	432,586	$	432,367	$	437,814
Gross profit	72,409		91,410		111,521		93,342		55,765			67,446		78,748		70,834
Net income (loss)	8,572		14,007		20,645		15,572		(2,762		)	5,800		19,058		(27,051		)
Net income (loss) per share
Basic (2)	$	0.14	$	0.22	$	0.33	$	0.25	$	(0.04	)	$	0.09	$	0.30	$	(0.43	)
Diluted (2)	0.14		0.22		0.33		0.24		(0.04		)	0.09		0.30		(0.43		)
(1) Includes asset impairment and restructuring charges related to our exit from Fence and Sprinkler and the closure of a Philadelphia, Pennsylvania manufacturing facility. See Note 15, "Restructuring Charges and Asset Impairments."
(2) The sum of the quarters may not equal the total of the respective year's earnings (loss) per share due to changes in the weighted average shares outstanding throughout the year.

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands	Jun. 09, 2016 $ / shares shares	May 27, 2016	Mar. 06, 2014 USD ($) shares	Dec. 22, 2010	Sep. 25, 2015 USD ($)
Class of Stock [Line Items]
Cumulative dividend paid quarterly				12.00%
Payment to redeem shares			$ 250,000
Stock split of common stock		1.37
Adjustment to retained earnings					$ 1,303
Retained Earnings
Class of Stock [Line Items]
Adjustment to retained earnings					1,303
Accounting Standards Update 2016-09 | New Accounting Pronouncement, Early Adoption, Effect | Retained Earnings
Class of Stock [Line Items]
Adjustment to retained earnings					$ 1,300
Common Stock
Class of Stock [Line Items]
Non-binding letter of intent to acquire Common Stock (shares) | shares			40,300,000
Expense related to share redemption			$ 2,000
IPO
Class of Stock [Line Items]
Public offering price (in dollars per share) | $ / shares	$ 16.00
Shares of common stock issued (shares) | shares	12,000,000
CD&R
Class of Stock [Line Items]
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis)				51.00%
Atkore International | CD&R
Class of Stock [Line Items]
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis)	80.10%			51.00%
Common stock, percentage of outstanding capital stock				49.00%

XML

Basis of Presentation and Summary of Significant Accounting Policies - Estimated Useful Lives (Details)	12 Months Ended
	Sep. 30, 2016
Buildings | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	2 years
Buildings | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	40 years
Building improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	2 years
Building improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	22 years
Machinery and production equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	2 years
Machinery and production equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	20 years
Support and testing machinery and equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives	2 years
Support and testing machinery and equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives	15 years

XML

Acquisitions - Narrative (Details) - USD ($)				12 Months Ended
	Nov. 17, 2014	Oct. 20, 2014	Oct. 11, 2013	Sep. 25, 2015	Sep. 26, 2014	Dec. 30, 2016	Sep. 30, 2016
Business Acquisition [Line Items]
Aggregate purchase price				$ 30,440,000	$ 39,787,000
Goodwill				115,829,000	114,442,000	$ 115,829,000	$ 115,829,000
Acquisition-related expenses				$ 318,000	$ 610,000
APPI
Business Acquisition [Line Items]
Aggregate purchase price		$ 6,572,000
Goodwill		$ 1,387,000
SCI
Business Acquisition [Line Items]
Aggregate purchase price	$ 23,868,000
Goodwill	$ 3,924,000
Amortization period for tax-deductible goodwill	15 years
Contingent consideration (not to exceed)	$ 500,000
Contingent consideration, accrued and other current liabilities							$ 190,000
Expired performance target period	1 year
Ridgeline
Business Acquisition [Line Items]
Aggregate purchase price			$ 39,787,000
Goodwill			9,609,000
Acquisition-related expenses			$ 267,000

XML

Acquisitions - Net Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Nov. 17, 2014	Oct. 20, 2014	Oct. 11, 2013	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Fair value of assets acquired and liabilities assumed:
Excess purchase price attributed to goodwill acquired				$ 115,829	$ 115,829	$ 115,829	$ 114,442
APPI
Fair value of consideration transferred:
Cash consideration		$ 6,572
Fair value of assets acquired and liabilities assumed:
Accounts receivable		1,813
Inventories		1,850
Intangible assets		480
Fixed assets		2,907
Accounts payable		(1,057)
Other		(808)
Net assets acquired		5,185
Excess purchase price attributed to goodwill acquired		$ 1,387
SCI
Fair value of consideration transferred:
Cash consideration	$ 23,837
Fair value of assets acquired and liabilities assumed:
Accounts receivable	4,302
Inventories	5,500
Intangible assets	10,600
Fixed assets	46
Accounts payable	(690)
Other	155
Net assets acquired	19,913
Excess purchase price attributed to goodwill acquired	$ 3,924
Ridgeline
Fair value of consideration transferred:
Cash consideration			$ 39,787
Fair value of assets acquired and liabilities assumed:
Accounts receivable			3,445
Inventories			2,510
Intangible assets			15,890
Fixed assets			10,551
Accounts payable			(2,218)
Net assets acquired			30,178
Excess purchase price attributed to goodwill acquired			$ 9,609

XML

Acquisitions - Fair Value of Amortizable Intangible Assets (Details) - USD ($) $ in Thousands	Nov. 17, 2014	Oct. 20, 2014	Oct. 11, 2013
APPI
Amortizable intangible assets:
Fair Value		$ 480
APPI | Customer relationships
Amortizable intangible assets:
Fair Value		$ 300
Weighted Average Useful Life (Years)		10 years
APPI | Other
Amortizable intangible assets:
Fair Value		$ 180
Weighted Average Useful Life (Years)		4 years
SCI
Amortizable intangible assets:
Fair Value	$ 10,600
SCI | Customer relationships
Amortizable intangible assets:
Fair Value	$ 7,900
Weighted Average Useful Life (Years)	8 years
SCI | Other
Amortizable intangible assets:
Fair Value	$ 2,700
Weighted Average Useful Life (Years)	14 years
Ridgeline
Amortizable intangible assets:
Fair Value			$ 15,890
Ridgeline | Customer relationships
Amortizable intangible assets:
Fair Value			$ 15,600
Weighted Average Useful Life (Years)			10 years
Ridgeline | Other
Amortizable intangible assets:
Fair Value			$ 290
Weighted Average Useful Life (Years)			2 years

XML

Related Party Transactions - Narrative (Details) - Investor - USD ($)		3 Months Ended	12 Months Ended
	Apr. 08, 2014	Sep. 30, 2016	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
CD&R and Tyco | Consulting Fees
Related Party Transaction [Line Items]
Annual consulting fee	$ 6,000,000
CD&R | Consulting and Termination Fees
Related Party Transaction [Line Items]
Related party fees			$ 15,425,000	$ 3,500,000	$ 4,854,000
CD&R | Consulting Fees
Related Party Transaction [Line Items]
Annual consulting fee			$ 3,500,000
CD&R | Termination Fee
Related Party Transaction [Line Items]
Related party fees		$ 12,800,000

XML

Related Party Transactions (Details) - Related Party and Affiliates $ in Thousands	12 Months Ended
	Sep. 26, 2014 USD ($)
Tyco and affiliates
Related Party Transaction [Line Items]
Net sales	$ 5,933
Cost of sales	4,943
CD&R affiliates
Related Party Transaction [Line Items]
Net sales	105,681
Cost of sales	$ 78,019

XML

Inventories, Net (Details) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Inventory Disclosure [Abstract]
Purchased materials and manufactured parts, net		$ 47,754	$ 42,562
Work in process, net		17,082	13,360
Finished goods, net		115,062	111,743
LIFO reserve		(18,433)	(5,741)
Inventories, net	$ 178,836	$ 161,465	$ 161,924

XML

Inventories, Net - Narrative (Details) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Inventory Disclosure [Abstract]
Inventories at lower of LIFO cost or market	82.00%	87.00%	80.00%
Excess and obsolete inventory reserve	$ 8,050	$ 8,447	$ 10,201

XML

Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 372,637	$ 373,717	$ 365,000
Accumulated depreciation	(174,575)	(171,025)	(140,716)
Property, plant and equipment, net	198,062	202,692	224,284
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment	13,294	12,804	13,294
Buildings and related improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment	103,322	103,256	104,315
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment	244,532	245,011	231,237
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment	6,217	6,498	5,572
Construction in progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment	$ 5,272	$ 6,148	$ 10,582

XML

Property, Plant and Equipment - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 8,039	$ 7,976	$ 32,779	$ 37,362	$ 37,837

XML

Goodwill and Intangible Assets - Goodwill (Details) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Goodwill [Line Items]
Goodwill				$ 162,753,000	$ 162,753,000	$ 162,753,000	$ 157,442,000
Accumulated impairment losses				(46,924,000)	(46,924,000)	(46,924,000)	(43,000,000)
Total	$ 115,829,000	$ 114,442,000	$ 114,442,000	115,829,000	115,829,000	115,829,000	114,442,000
Goodwill [Roll Forward]
Beginning balance	115,829,000	114,442,000
Goodwill acquired during year		5,311,000
Impairment losses	0	(3,924,000)
Ending balance	115,829,000	115,829,000	114,442,000
Electrical Raceway
Goodwill [Line Items]
Goodwill				80,564,000	80,564,000	80,564,000	75,253,000
Accumulated impairment losses				(3,924,000)	(3,924,000)	(3,924,000)	0
Total	76,640,000	75,253,000	75,253,000	76,640,000	76,640,000	76,640,000	75,253,000
Goodwill [Roll Forward]
Beginning balance	76,640,000	75,253,000
Goodwill acquired during year		5,311,000
Impairment losses		(3,924,000)
Ending balance	76,640,000	76,640,000	75,253,000
Mechanical Products & Solutions
Goodwill [Line Items]
Goodwill				82,189,000	82,189,000	82,189,000	82,189,000
Accumulated impairment losses				(43,000,000)	(43,000,000)	(43,000,000)	(43,000,000)
Total	39,189,000	39,189,000	39,189,000	$ 39,189,000	$ 39,189,000	$ 39,189,000	$ 39,189,000
Goodwill [Roll Forward]
Beginning balance	39,189,000	39,189,000
Goodwill acquired during year		0
Impairment losses		0	(43,000,000)
Ending balance	$ 39,189,000	$ 39,189,000	$ 39,189,000

XML

Goodwill and Intangible Assets - Narrative (Details)	3 Months Ended		12 Months Ended
	Dec. 30, 2016 USD ($)	Dec. 25, 2015 USD ($)	Sep. 30, 2016 USD ($)	Sep. 25, 2015 USD ($)	Sep. 26, 2014 USD ($) asset
Indefinite-lived Intangible Assets [Line Items]
Non-cash impairment			$ 0	$ 3,924,000
Amortization expense	$ 5,589,000	$ 5,517,000	$ 22,238,000	22,103,000	$ 20,857,000
MP&S
Indefinite-lived Intangible Assets [Line Items]
Non-cash impairment				$ 0	$ 43,000,000
Trade names
Indefinite-lived Intangible Assets [Line Items]
Number of impaired trade names | asset					2
Non-cash impairment charge					$ 939,000
Minimum | Customer relationships
Indefinite-lived Intangible Assets [Line Items]
Useful life			6 years
Minimum | Other intangible assets
Indefinite-lived Intangible Assets [Line Items]
Useful life			2 years
Maximum | Customer relationships
Indefinite-lived Intangible Assets [Line Items]
Useful life			14 years
Maximum | Other intangible assets
Indefinite-lived Intangible Assets [Line Items]
Useful life			20 years

XML

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Amortizable intangible assets:
Gross Carrying Value	$ 266,188	$ 266,188	$ 266,188
Accumulated Amortization	(110,719)	(105,131)	(82,893)
Net Carrying Value	155,469	161,057	183,295
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Value	360,068	360,068	360,068
Net Carrying Value	249,349	254,937	277,175
Trade names
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Value/Net Carrying Value	93,880	93,880	93,880
Customer relationships
Amortizable intangible assets:
Gross Carrying Value	249,245	249,245	249,245
Accumulated Amortization	(102,668)	(97,484)	(77,112)
Net Carrying Value	$ 146,577	$ 151,761	172,133
Customer relationships | Weighted Average
Amortizable intangible assets:
Weighted Average Useful Life (Years)	12 years	12 years
Other
Amortizable intangible assets:
Gross Carrying Value	$ 16,943	$ 16,943	16,943
Accumulated Amortization	(8,051)	(7,647)	(5,781)
Net Carrying Value	$ 8,892	$ 9,296	$ 11,162
Other | Weighted Average
Amortizable intangible assets:
Weighted Average Useful Life (Years)	7 years	7 years

XML

Goodwill and Intangible Assets - Expected Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of fiscal year 2017	$ 16,228
2017		$ 21,817
2018	21,399	21,399
2019	21,235	21,235
2020	21,256	21,256
2021	20,558	20,558
Thereafter		$ 54,792
2022	19,746
After year six	$ 35,047

XML

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Payables and Accruals [Abstract]
Accrued compensation and employee benefits	$ 17,078	$ 34,331	$ 31,146
Accrued transportation costs	8,835	12,348	13,627
Accrued interest	495	0	9,890
Deferred gain on sale of investment	9,088	9,088	9,121
Product liability	1,550	1,550	2,700
Accrued professional services	6,005	7,038	6,535
Accrued restructuring	1,089	1,380	4,413
Other	22,035	21,376	19,840
Accrued and other current liabilities	$ 66,175	$ 87,111	$ 97,272

XML

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Debt Instrument [Line Items]
Deferred financing costs	$ (5,003)	$ (8,347)	$ (11,622)
Other		0	1,644
Total debt	493,747	630,313	652,208
Less: Current portion	4,228	1,267	2,864
Long-term debt	489,519	629,046	649,344
Secured Debt | New first lien loan due December 22, 2023
Debt Instrument [Line Items]
Term Loan Facilities	498,750	0
Secured Debt | First lien loan due April 9, 2021
Debt Instrument [Line Items]
Term Loan Facilities	0	409,200	414,150
Secured Debt | Second lien loan due October 9, 2021
Debt Instrument [Line Items]
Term Loan Facilities	$ 0	$ 229,460	$ 248,036

XML

Debt - Term Loan Facilities - Narrative (Details) - USD ($)				3 Months Ended		12 Months Ended
	Dec. 22, 2016	Jan. 22, 2016	Apr. 09, 2014	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Debt Instrument [Line Items]
Gain extinguishment of debt				$ (9,805,000)	$ 0	$ 1,661,000	$ 0	$ (43,667,000)
Repayments of secured debt				637,350,000	$ 1,050,000	22,175,000	$ 4,200,000	$ 438,558,000
Secured Debt | Atkore International
Debt Instrument [Line Items]
Repayments of secured debt	$ 155,000,000
Secured Debt | Atkore International | New first lien loan due December 22, 2023
Debt Instrument [Line Items]
Credit agreement	$ 500,000,000
Redemption price	99.75%
Secured Debt | Atkore International | New first lien loan due December 22, 2023 | LIBOR
Debt Instrument [Line Items]
Margin	3.00%
Amortization of debt discount (premium)	$ 0.01
Secured Debt | Atkore International | New first lien loan due December 22, 2023 | Alternate Base Rate
Debt Instrument [Line Items]
Margin	2.00%
Secured Debt | Atkore International | First Lien Term Loan Facility
Debt Instrument [Line Items]
Credit agreement			$ 420,000,000
Redemption price			99.50%
Approximate fair value				$ 503,750,000		411,084,000
Secured Debt | Atkore International | First Lien Term Loan Facility | LIBOR
Debt Instrument [Line Items]
Margin			3.50%
LIBOR floor			1.00%
Secured Debt | Atkore International | Second Lien Term Loan Facility
Debt Instrument [Line Items]
Credit agreement			$ 250,000,000
Redemption price			99.00%
Gain extinguishment of debt						1,661,000
Approximate fair value						$ 231,092,000
Secured Debt | Atkore International | Second Lien Term Loan Facility | LIBOR
Debt Instrument [Line Items]
Margin			6.75%
LIBOR floor			1.00%
Secured Debt | Atkore International | Redemption at 89.00%
Debt Instrument [Line Items]
Debt redeemed		$ 17,000,000
Redemption percentage of par value		89.00%
Secured Debt | Atkore International | Redemption at 89.75%
Debt Instrument [Line Items]
Debt redeemed		$ 2,000,000
Redemption percentage of par value		89.75%

XML

Debt - ABL Credit Facility - Narrative (Details) - Atkore International - ABL Credit Facility - USD ($)	3 Months Ended	12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Line of Credit
Debt Instrument [Line Items]
Aggregate commitments	$ 325,000,000	$ 325,000,000
Credit availability	$ 180,953,000	$ 206,917,000	$ 255,755,000
Borrowing base percentage of eligible accounts receivable	85.00%	85.00%
Borrowing base percentage of eligible inventory (plus)	80.00%	80.00%
Borrowing base percentage of inventory subject to certain limitations	85.00%
Borrowings outstanding		$ 0	$ 0
Line of Credit | LIBOR | Minimum
Debt Instrument [Line Items]
Applicable margin		1.50%
Line of Credit | LIBOR | Maximum
Debt Instrument [Line Items]
Applicable margin		2.00%
Line of Credit | Alternate Base Rate | Minimum
Debt Instrument [Line Items]
Applicable margin		0.50%
Line of Credit | Alternate Base Rate | Maximum
Debt Instrument [Line Items]
Applicable margin		1.00%
US Denominated Line of Credit | LIBOR | Minimum
Debt Instrument [Line Items]
Applicable margin	1.25%
US Denominated Line of Credit | LIBOR | Maximum
Debt Instrument [Line Items]
Applicable margin	1.75%
US Denominated Line of Credit | Alternate Base Rate | Minimum
Debt Instrument [Line Items]
Applicable margin	0.25%
US Denominated Line of Credit | Alternate Base Rate | Maximum
Debt Instrument [Line Items]
Applicable margin	0.75%
Canadian Denominated | Prime Rate | Minimum
Debt Instrument [Line Items]
Applicable margin	0.25%
Canadian Denominated | Prime Rate | Maximum
Debt Instrument [Line Items]
Applicable margin	0.75%
Canadian Denominated | Bankers Acceptance Rate | Minimum
Debt Instrument [Line Items]
Applicable margin	1.25%
Canadian Denominated | Bankers Acceptance Rate | Maximum
Debt Instrument [Line Items]
Applicable margin	1.75%

XML

Income Taxes - Components of Income (Loss) from Continuing Operations and Income Tax Expense (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Components of income (loss) before income taxes:
United States			$ 78,016	$ (11,739)	$ (107,722)
Non-U.S			8,765	3,868	835
Income (loss) before income taxes	$ 22,889	$ 13,170	86,781	(7,871)	(106,887)
United States:
Federal			18,748	(2,017)	195
State			4,655	1,562	1,502
Non-U.S:			2,026	1,189	1,874
Current income tax expense (benefit)			25,429	734	3,571
United States:
Federal			642	(3,721)	(31,690)
State			1,872	(929)	(2,925)
Non-U.S:			42	1,000	(1,895)
Deferred income tax expense (benefit)	(357)	4,549	2,556	(3,650)	(36,510)
Income tax expense (benefit)	$ 5,507	$ 4,598	$ 27,985	$ (2,916)	$ (32,939)

XML

Income Taxes - Differences Between Federal Income Tax Rate and Effective Income Tax Rate (Details)	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Income Tax Disclosure [Abstract]
Statutory federal tax			35.00%	35.00%	35.00%
Adjustments to reconcile to the effective income tax rate:
State income taxes			5.00%	1.00%	2.00%
Nondeductible expenses			2.00%	(7.00%)	(1.00%)
Valuation allowance			1.00%	(15.00%)	0.00%
Foreign rate differential			(2.00%)	3.00%	0.00%
U.S. tax effects of unremitted foreign earnings			0.00%	0.00%	2.00%
Nondeductible goodwill impairment			0.00%	0.00%	(11.00%)
Domestic Manufacturing Deduction			(3.00%)	(0.00%)	(0.00%)
Finalization of Federal audits			0.00%	0.00%	4.00%
Prior period adjustments			0.00%	(2.00%)	0.00%
Indemnified uncertain tax benefits			(5.00%)	22.00%	(0.00%)
Other			(1.00%)	0.00%	0.00%
Effective income tax rate	24.10%	34.90%	32.00%	37.00%	31.00%

XML

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Sep. 27, 2013
Operating Loss Carryforwards [Line Items]
Tax benefit from release of indemnified uncertain tax positions	$ 4,332	$ 1,779
Tax benefit for manufacturing deduction	2,805
State income tax expense	4,625
Non-deductible transaction costs	1,685
Nondeductible goodwill impairment			$ 34,577
Goodwill impairment deductible for tax purposes			8,423
Unrecognized tax benefits	3,803	8,101	10,242	$ 14,164
Accrued interest and penalties	3,035	5,497
Decrease in unrecognized tax benefits	4,360	2,210	4,056
Unrecognized tax benefit related to prior period adjustments	62	69	134
Deferred tax benefit related to reversed deferred tax liability			2,069
Undistributed income	26,749
Other Deferred Tax Assets
Operating Loss Carryforwards [Line Items]
Released valuation allowance	1,360
Tyco | Income Tax Liabilities
Operating Loss Carryforwards [Line Items]
Offsetting receivable	5,915
Tyco
Operating Loss Carryforwards [Line Items]
Decrease in unrecognized tax benefits	4,360	2,210
Decrease in uncertain tax positions related to accrued penalties and interest	2,458	$ 596
Unrecognized tax benefit related to prior period adjustments			3,809
State
Operating Loss Carryforwards [Line Items]
Operating loss carrying forwards	67,790
State | Tyco
Operating Loss Carryforwards [Line Items]
Unrecognized tax benefit related to state tax filing positions			$ 150
Non-U.S.
Operating Loss Carryforwards [Line Items]
Operating loss carrying forwards	$ 37,369

XML

Income Taxes - Components of Net Deferred Income Tax Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 25, 2015
Deferred tax assets:
Accrued liabilities and reserves	$ 50,221	$ 32,494
Tax loss and credit carryforwards	14,138	18,699
Postretirement benefits	14,232	11,481
Inventory	6,526	18,481
Other	1,320	2,425
Deferred tax assets	86,437	83,580
Deferred tax liabilities:
Property, plant and equipment	(12,785)	(8,458)
Intangible assets	(70,037)	(74,649)
Loss on investment	(5,151)	(4,248)
Other	(1,695)	(2,163)
Deferred tax liabilities	(89,668)	(89,518)
Net deferred tax liability before valuation allowance	(3,231)	(5,938)
Valuation allowance	(8,658)	(7,532)
Net deferred tax liability	$ (11,889)	$ (13,470)

XML

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning balance	$ 8,101	$ 10,242	$ 14,164
Additions based on tax positions related to prior years	62	69	134
Settlements	(4,360)	(2,210)	(4,056)
Ending balance	$ 3,803	$ 8,101	$ 10,242

XML

Postretirement Benefits - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Net periodic benefit cost	$ 0	$ 110	$ 441	$ 578	$ 1,368
Pension Plan
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	512	474	1,894	2,509	2,783
Interest cost	948	1,036	4,143	4,784	4,850
Expected return on plan assets	(1,650)	(1,580)	(6,318)	(6,803)	(6,265)
Amortization of actuarial loss	326	180	722	88	0
Net periodic benefit cost	$ 136	$ 110	$ 441	$ 578	$ 1,368
Weighted-average assumptions used to determine net periodic pension cost during the period:
Discount rate			4.20%	4.20%	4.60%
Expected return on plan assets			7.00%	7.00%	7.00%

XML

Postretirement Benefits - Amounts Amortized from AOCL (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Amortization of actuarial loss	$ 722	$ 88	$ 0

XML

Postretirement Benefits - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Dec. 30, 2016
Defined Benefit Plan Disclosure [Line Items]
Defined contribution plans expense	$ 2,817	$ 2,741	$ 3,162
Multi-employer Pension Plan
Multiemployer Plans [Line Items]
Liability	6,507	6,778		$ 6,438
Pension Plan
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss amortized from AOCL into net periodic benefit cost over next fiscal year	1,303
Employer contributions	411	$ 1,103
Estimated employer contributions in next fiscal year	$ 575
Pension Plan | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Policy target allocation	60.00%
Pension Plan | Debt securities
Defined Benefit Plan Disclosure [Line Items]
Policy target allocation	40.00%

XML

Postretirement Benefits - Change in Benefit Obligations (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Amounts recognized in the consolidated balance sheets consist of:
Pension liabilities	$ (34,935)		$ (35,172)	$ (28,126)
Pension Plan
Change in benefit obligations:
Beginning balance, Benefit obligations	133,152	$ 121,200	121,200	116,648
Service cost	512	474	1,894	2,509	$ 2,783
Interest cost	948	1,036	4,143	4,784	4,850
Actuarial loss			10,542	1,542
Benefits and administrative expenses paid			(4,627)	(4,283)
Ending balance, Benefit obligations			133,152	121,200	116,648
Change in plan assets:
Beginning balance, Fair value of plan assets	$ 97,980	$ 93,074	93,074	99,820
Actual return on plan assets			9,122	(3,566)
Employer contributions			411	1,103
Benefits and administrative expenses paid			(4,627)	(4,283)
Ending balance, Fair value of plan assets			97,980	93,074	$ 99,820
Funded status at end of period			(35,172)
Amounts recognized in the consolidated balance sheets consist of:
Pension liabilities			(35,172)	(28,126)
Net amount recognized			(35,172)	(28,126)
Amounts recognized in accumulated other comprehensive loss (before income taxes) consist of:
Net actuarial loss			(28,205)	(21,189)
Total loss recognized			$ (28,205)	$ (21,189)
Weighted-average assumptions used to determine pension benefit obligations at year end:
Discount rate			3.50%	4.20%

XML

Postretirement Benefits - Weighted-Average Asset Allocations (Details) - Pension Plan	Sep. 30, 2016	Sep. 25, 2015
Defined Benefit Plan Disclosure [Line Items]
Plan asset allocations	100.00%	100.00%
Equity securities
Defined Benefit Plan Disclosure [Line Items]
Plan asset allocations	52.00%	59.00%
Debt securities
Defined Benefit Plan Disclosure [Line Items]
Plan asset allocations	33.00%	40.00%
Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Plan asset allocations	15.00%	1.00%

XML

Postretirement Benefits - Asset Allocations by Fair Value Hierarchy (Details) - Pension Plan - USD ($) $ in Thousands	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 97,980	$ 93,074	$ 99,820
Fixed income securities: Government and government agency securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	7,688	17,890
Fixed income securities: Corporate debt securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16,230	18,791
Fixed income securities: Mortgage and other asset-backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	8,454	376
Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	15,056	710
Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	15,056	10,345
Level 1 | Fixed income securities: Government and government agency securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Level 1 | Fixed income securities: Corporate debt securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Level 1 | Fixed income securities: Mortgage and other asset-backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Level 1 | Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	15,056	710
Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	82,924	82,729
Level 2 | Fixed income securities: Government and government agency securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	7,688	17,890
Level 2 | Fixed income securities: Corporate debt securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	16,230	18,791
Level 2 | Fixed income securities: Mortgage and other asset-backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	8,454	376
Level 2 | Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Level 3 | Fixed income securities: Government and government agency securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Level 3 | Fixed income securities: Corporate debt securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Level 3 | Fixed income securities: Mortgage and other asset-backed securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Level 3 | Cash and cash equivalents
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
U.S. equity securities | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	28,798	36,317
U.S. equity securities | Level 1 | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	9,635
U.S. equity securities | Level 2 | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	28,798	26,682
U.S. equity securities | Level 3 | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. equity securities | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	21,754	18,990
Non-U.S. equity securities | Level 1 | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Non-U.S. equity securities | Level 2 | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	21,754	18,990
Non-U.S. equity securities | Level 3 | Equity securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 0	$ 0

XML

Postretirement Benefits - Future Expected Benefit Payments (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Compensation and Retirement Disclosure [Abstract]
2017	$ 4,926
2018	5,338
2019	5,659
2020	6,040
2021	6,358
2022-2026	$ 35,361

XML

Common and Preferred Stock (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Apr. 09, 2014 USD ($) $ / shares shares	Dec. 22, 2010	Sep. 26, 2014 USD ($)	Dec. 30, 2016 shares	Sep. 30, 2016 vote shares	Sep. 25, 2015 shares
Noncontrolling Interest [Line Items]
Common stock authorized (shares)				1,000,000,000	1,000,000,000	1,000,000,000
Common stock shares issued (shares)				63,088,752	62,458,367	62,453,437
Common stock, number of votes per share | vote					1
Common stock shares outstanding (shares)				63,088,752	62,458,367	62,453,437
Cumulative dividend paid quarterly		12.00%
Conversion of preferred stock (shares)	452,630,000
Participating Dividends | $			$ 0
Preferred Dividends Liquidation preference (in dollars per share) | $ / shares	$ 1
CD&R
Noncontrolling Interest [Line Items]
Participating Dividends | $	$ 146,630
CD&R
Noncontrolling Interest [Line Items]
Outstanding capital stock (on an as-converted basis)		51.00%

XML

Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended									12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Basic and Diluted Earnings (Loss) per Share Numerator:
Net income (loss)	$ 17,382	$ 15,572	$ 20,645	$ 14,007	$ 8,572	$ (27,051)	$ 19,058	$ 5,800	$ (2,762)	$ 58,796	$ (4,955)	$ (73,948)
Convertible preferred stock and dividends										0	0	29,055
Net income (loss) attributable to common stockholders										$ 58,796	$ (4,955)	$ (103,003)
Basic and Diluted Earnings (Loss) per Share Denominator:
Weighted-average shares outstanding - Basic (shares)	62,642				62,466					62,486	62,527	50,998
Effect of diluted securities: Stock options	3,278				0
Weighted-average shares outstanding - Diluted (shares)	65,920				62,466					62,820	62,527	50,998
Net income (loss) per share
Basic (in dollars per share)	$ 0.28	$ 0.25	$ 0.33	$ 0.22	$ 0.14	$ (0.43)	$ 0.30	$ 0.09	$ (0.04)	$ 0.94	$ (0.08)	$ (2.02)
Diluted (in dollars per share)	$ 0.26	$ 0.24	$ 0.33	$ 0.22	$ 0.14	$ (0.43)	$ 0.30	$ 0.09	$ (0.04)	$ 0.94	$ (0.08)	$ (2.02)
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	3,300

XML

Stock Incentive Plan - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Thousands		1 Months Ended		3 Months Ended		12 Months Ended
	Jul. 27, 2016 USD ($) employee	Dec. 31, 2015 $ / shares shares	Apr. 30, 2015 $ / shares shares	Dec. 30, 2016 USD ($)	Dec. 25, 2015 USD ($)	Sep. 30, 2016 USD ($) shares	Sep. 25, 2015 USD ($) shares	Sep. 26, 2014 USD ($) shares	Jun. 10, 2016 shares	Jun. 09, 2016 $ / shares	Sep. 27, 2013 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reclassified from non-current liabilities to additional-paid-in-capital						$ 43,870		$ (3,638)
Options outstanding and issued (shares) | shares						6,664	6,746	7,673			6,462
Compensation expense				$ 2,720	$ 2,045	$ 21,127	$ 13,523	$ 8,398
Options exercised (shares) | shares						18	500	77
Unrecognized compensation expense						$ 17,161
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Life of options and rights						10 years
Cash paid to settle options exercised						$ 43	$ 914	$ 140
Weighted-average period						2 years 1 month 17 days
Stock Rights
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Life of options and rights						10 years
Restricted Stock Units (RSUs) [Member] | Board of Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (shares) | shares		23	11
Grant date fair value (in dollars per share) | $ / shares		$ 13.14	$ 9.12
Stock Incentive Plan | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						5 years
Omnibus Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock reserved for future issuance (shares) | shares									3,800
Reclassified from non-current liabilities to additional-paid-in-capital	$ 43,870
Number of employees affected by modification | employee	63
Additional expense	$ 2,400
Omnibus Incentive Plan | Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period						3 years
Additional Paid-in Capital
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Reclassified from non-current liabilities to additional-paid-in-capital						$ 43,870		$ (3,638)
IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Public offering price (in dollars per share) | $ / shares										$ 16.00

XML

Stock Incentive Plan - Assumptions (Details) - Stock Options	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Expected volatility	40.00%	35.00%	55.00%
Range of risk free interest rates, minimum	0.74%	0.85%	1.23%
Range of risk free interest rates, maximum	1.27%	1.74%	2.09%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of expected option lives	2 years 1 month 2 days	2 years 6 months 4 days	3 years 5 months 1 day
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Range of expected option lives	6 years 4 months 13 days	6 years 4 months 6 days	6 years 4 months 2 days

XML

Stock Incentive Plan - Options Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Sep. 27, 2013
Shares
Outstanding, beginning balance (shares)	6,746	7,673	6,462
Granted (shares)	72	290	1,828
Exercised (shares)	(18)	(500)	(77)
Forfeited (shares)	(136)	(717)	(540)
Outstanding, ending balance (shares)	6,664	6,746	7,673	6,462
Vested (shares)	4,260
Shares expected to vest (shares)	2,404
Weighted-Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 7.70	$ 7.59	$ 7.30
Granted (in dollars per share)	15.79	9.04	8.57
Exercised (in dollars per share)	7.95	7.30	7.30
Forfeited (in dollars per share)	8.84	7.30	7.30
Outstanding, ending balance (in dollars per share)	7.77	$ 7.70	$ 7.59	$ 7.30
Vested (in dollars per share)	$ 7.53
Stock Options, Additional Disclosures
Exercised, Aggregate Intrinsic Value	$ (43)	$ (914)	$ (140)
Outstanding, Aggregate Intrinsic Value	73,095
Vested, Aggregate Intrinsic Value	$ 47,777
Outstanding, Weighted-Average Remaining Contractual Term (in years)	6 years 3 months 7 days	7 years 4 months 24 days	8 years 3 months 11 days	7 years 10 months 24 days
Granted, Weighted-Average Remaining Contractual Term (in years)	9 years 8 months 12 days	9 years 6 months	9 years 6 months 22 days
Vested, Weighted-Average Remaining Contractual Term (in years)	5 years 9 months

XML

Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Dec. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill		$ 0
Non-cash impairment	$ 0	3,924,000
Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	167,006,000	54,032,000	$ 56,996,000
Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	0	0	0
Recurring | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents	$ 0	$ 0	$ 0

XML

Fair Value Measurements - Schedule of Assets and Liabilities Measured on Non-recurring Basis (Details) - USD ($)	Sep. 30, 2016	Sep. 25, 2015
Assets
Goodwill		$ 0
Non-recurring | Level 1
Assets
Property, plant and equipment	$ 0	0
Assets held for sale	0	0
Goodwill	0	0
Non-recurring | Level 2
Assets
Property, plant and equipment	0	0
Assets held for sale	0	0
Goodwill	0	0
Non-recurring | Level 3
Assets
Property, plant and equipment	0	5,500,000
Assets held for sale	6,680,000	3,313,000
Goodwill	$ 0	$ 0

XML

Restructuring Charges and Asset Impairments - Narrative (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Sep. 27, 2013
Restructuring Cost and Reserve [Line Items]
Charges	$ 389,000	$ 1,294,000	$ 4,278,000	$ 4,789,000	$ 2,300,000
Restructuring reserve	$ 1,089,000		1,380,000	4,413,000	1,592,000	$ 1,971,000
Asset impairment charges			129,000	27,937,000	44,424,000
Exit of Fence and Sprinkler
Restructuring Cost and Reserve [Line Items]
Inventory write-down				664,000
Severance
Restructuring Cost and Reserve [Line Items]
Restructuring reserve			841
Severance | Exit of Fence and Sprinkler
Restructuring Cost and Reserve [Line Items]
Charges			630,000	3,681,000
Severance | Involuntary Employee Termination Benefit Arrangement
Restructuring Cost and Reserve [Line Items]
Charges					999,000
Severance | Closure Of Acroba S.A.S Facility
Restructuring Cost and Reserve [Line Items]
Charges			778,000		1,301,000
Facility Closing | Exit of Fence and Sprinkler
Restructuring Cost and Reserve [Line Items]
Charges			2,066,000
Facility Closing | Closure Of Acroba S.A.S Facility
Restructuring Cost and Reserve [Line Items]
Asset impairment charges					$ 553,000
Property, Plant and Equipment | Exit of Fence and Sprinkler
Restructuring Cost and Reserve [Line Items]
Asset impairment charges				19,495,000
Prepaid Supplies | Exit of Fence and Sprinkler
Restructuring Cost and Reserve [Line Items]
Asset impairment charges			$ 129,000	$ 4,518,000

XML

Restructuring Charges and Asset Impairments - Restructuring Reserves (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Restructuring Reserve [Roll Forward]
Beginning balance	$ 1,380,000	$ 4,413,000	$ 4,413,000	$ 1,592,000	$ 1,971,000
Charges	389,000	1,294,000	4,278,000	4,789,000	2,300,000
Utilization	(626,000)		(6,998,000)	(1,786,000)	(2,642,000)
Reversals / exchange rate effects	(54,000)		(313,000)	(182,000)	(37,000)
Ending balance	1,089,000		1,380,000	4,413,000	1,592,000
Severance
Restructuring Reserve [Roll Forward]
Beginning balance	841
Ending balance			841
Corporate | Severance
Restructuring Reserve [Roll Forward]
Beginning balance	0	15,000	15,000	593,000	0
Charges			0	1,000	999,000
Utilization			(11,000)	(577,000)	(406,000)
Reversals / exchange rate effects			(4,000)	(2,000)
Ending balance			0	15,000	593,000
Corporate | Other
Restructuring Reserve [Roll Forward]
Beginning balance	0	61,000	61,000	0	0
Charges			199,000	62,000	0
Utilization			(260,000)	0	0
Reversals / exchange rate effects			0	(1,000)	0
Ending balance			0	61,000	0
Electrical Raceway | Severance
Restructuring Reserve [Roll Forward]
Beginning balance	0
Charges	61,000
Utilization	(19,000)
Reversals / exchange rate effects	0
Ending balance	42,000		0
Electrical Raceway | Operating Segments | Severance
Restructuring Reserve [Roll Forward]
Beginning balance	0	0	0	0	0
Charges			28,000	0	0
Utilization			(28,000)	0	0
Reversals / exchange rate effects			0	0	0
Ending balance			0	0	0
Electrical Raceway | Operating Segments | Other
Restructuring Reserve [Roll Forward]
Beginning balance	0	0	0	0	0
Charges			0	200,000	0
Utilization			0	(200,000)	0
Reversals / exchange rate effects			0	0	0
Ending balance			0	0	0
Mechanical Products & Solutions | Severance
Restructuring Reserve [Roll Forward]
Beginning balance	841,000
Charges	240,000
Utilization	(28,000)
Reversals / exchange rate effects	(54,000)
Ending balance	999,000		841,000
Mechanical Products & Solutions | Other
Restructuring Reserve [Roll Forward]
Beginning balance	539,000
Charges	88,000
Utilization	(579,000)
Reversals / exchange rate effects	0
Ending balance	48,000		539,000
Mechanical Products & Solutions | Operating Segments | Severance
Restructuring Reserve [Roll Forward]
Beginning balance	841,000	3,717,000	3,717,000	999,000	1,971,000
Charges			1,468,000	3,680,000	1,301,000
Utilization			(4,157,000)	(907,000)	(2,236,000)
Reversals / exchange rate effects			(187,000)	(55,000)	(37,000)
Ending balance			841,000	3,717,000	999,000
Mechanical Products & Solutions | Operating Segments | Other
Restructuring Reserve [Roll Forward]
Beginning balance	$ 539,000	$ 620,000	620,000	0	0
Charges			2,583,000	846,000	0
Utilization			(2,542,000)	(102,000)	0
Reversals / exchange rate effects			(122,000)	(124,000)	0
Ending balance			$ 539,000	$ 620,000	$ 0

XML

Restructuring Charges and Asset Impairments - Schedule of Restructuring Charges, Net (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Restructuring and Related Activities [Abstract]
Total restructuring charges, net	$ 3,967	$ 4,766	$ 2,263

XML

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Dec. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Purchase obligation, remainder of fiscal 2017				$ 153,813,000
Purchase obligation for fiscal 2017	$ 72,751,000
Purchase obligation for fiscal 2018	1,685,000			1,823,000
Purchase obligations thereafter	1,175,000			1,193,000
Total rental expense on all operating leases	11,934,000	$ 11,721,000	$ 12,659,000
Loss Contingencies [Line Items]
Product liability	1,550,000	2,700,000		1,550,000
Unasserted Claim
Loss Contingencies [Line Items]
Non-product legal liabilities	1,778,000			1,399,000
Special Products Claims and Other Product Liabilities | Minimum
Loss Contingencies [Line Items]
Probable losses	3,000,000			3,000,000
Special Products Claims and Other Product Liabilities | Maximum
Loss Contingencies [Line Items]
Probable losses	10,000,000			10,000,000
Special Products Claims
Loss Contingencies [Line Items]
Product liability	3,273,000	2,783,000		3,424,000
Other Product Liability
Loss Contingencies [Line Items]
Product liability	$ 1,678,000	$ 2,666,000		$ 1,794,000

XML

Commitments and Contingencies - Schedule of Minimum Future Operating Lease Payments (Details) $ in Thousands	Sep. 30, 2016 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2017	$ 8,659
2018	10,002
2019	6,873
2020	6,306
2021	5,368
2022 and thereafter	14,097
Total	$ 51,305

XML

Guarantees (Details) $ in Thousands	Dec. 30, 2016 USD ($)	Sep. 30, 2016 USD ($)	Sep. 25, 2015 payment
Workers' compensation and general liability insurance policies
Guarantor Obligations [Line Items]
Guarantees	$ 7,310	$ 7,310
Foreign lines of credit
Guarantor Obligations [Line Items]
Guarantees	1,500	1,500
Sale of minority ownership
Guarantor Obligations [Line Items]
Guarantees	9,121	9,121
Number of advance payments | payment			4
Surety bond
Guarantor Obligations [Line Items]
Guarantees	$ 27,642	$ 23,451

XML

Assets Held for Sale (Details) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	$ 3,313	$ 6,680	$ 3,313
Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale	$ 3,313	$ 6,680	$ 3,313

XML

Assets Held for Sale - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Jun. 24, 2016	Sep. 25, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale (see Note 18)	$ 3,313	$ 6,680		$ 3,313
Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets held for sale (see Note 18)	3,313	6,680		$ 3,313
Held-for-sale | Abahsain-Cope Saudi Arabia Ltd.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration paid into escrow account	10,000		$ 10,000
Assets held for sale (see Note 18)	3,313	3,313
Land and building | Held-for-sale | Manufacturing Facility in Philadelphia, PA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Carrying value of land, building and machinery and equipment	3,367	3,367	3,500
Land and building | Disposed of by Sale | Manufacturing Facility in Philadelphia, PA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Carrying value of land, building and machinery and equipment		133
Gain (loss) on disposition of land, building and machinery and equipment	$ (329)	616
Machinery and equipment | Held-for-sale | Manufacturing Facility in Philadelphia, PA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Carrying value of land, building and machinery and equipment			$ 1,660
Machinery and equipment | Disposed of by Sale | Manufacturing Facility in Philadelphia, PA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain (loss) on disposition of land, building and machinery and equipment		$ (10)

XML

Segment Information - Narrative (Details) - segment	3 Months Ended	12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016
Segment Reporting [Abstract]
Number of operating segments	2	2
Number of reportable segments		2

XML

Segment Information - Shared Assets (Details) - USD ($) $ in Thousands	3 Months Ended									12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Segment Reporting Information [Line Items]
Net sales	$ 337,591	$ 416,239	$ 395,724	$ 353,046	$ 358,375	$ 437,814	$ 432,367	$ 432,586	$ 426,401	$ 1,523,384	$ 1,729,168	$ 1,702,838
Adjusted EBITDA	57,895				53,810					263,139	186,270	146,214
Capital Expenditures	3,964				4,663					16,830	26,849	24,362
Total Assets	1,019,236	1,164,568				1,113,799				1,164,568	1,113,799	1,185,419
Electrical Raceway
Segment Reporting Information [Line Items]
Net sales	222,442				223,304					986,407	1,004,683	967,105
Adjusted EBITDA	40,318				34,433					174,588	106,717	86,273
Mechanical Products & Solutions
Segment Reporting Information [Line Items]
Net sales	115,149				135,071					536,977	724,485	735,733
Adjusted EBITDA	17,577				19,377					88,551	79,553	59,941
Operating Segments | Electrical Raceway
Segment Reporting Information [Line Items]
Capital Expenditures										8,298	12,210	10,873
Total Assets		533,732				590,999				533,732	590,999	591,098
Operating Segments | Mechanical Products & Solutions
Segment Reporting Information [Line Items]
Capital Expenditures										6,993	10,918	9,474
Total Assets		375,510				439,037				375,510	439,037	507,967
Intersegment Sales
Segment Reporting Information [Line Items]
Net sales	(550)				(332)					(1,873)	(1,173)	(978)
Intersegment Sales | Electrical Raceway
Segment Reporting Information [Line Items]
Net sales	521				301					1,718	896	661
Intersegment Sales | Mechanical Products & Solutions
Segment Reporting Information [Line Items]
Net sales	$ 29				$ 31					155	277	317
Unallocated
Segment Reporting Information [Line Items]
Capital Expenditures										1,539	3,721	4,015
Total Assets		$ 255,326				$ 83,763				$ 255,326	$ 83,763	$ 86,354

XML

Segment Information - Reconciliation of Operating Segment Income (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Segment Reporting Information [Line Items]
Operating segment Adjusted EBITDA	$ 57,895	$ 53,810	$ 263,139	$ 186,270	$ 146,214
Unallocated expenses	(8,004)	(5,757)	(28,137)	(22,320)	(19,617)
Depreciation and amortization	(13,628)	(13,493)	(55,017)	(59,465)	(58,695)
Interest expense, net	(9,830)	(9,881)	(41,798)	(44,809)	(44,266)
Gain on extinguishment of debt	(9,805)	0	1,661	0	(43,667)
Restructuring & impairments	(389)	(1,294)	(4,096)	(32,703)	(46,687)
Net periodic pension benefit cost	0	(110)	(441)	(578)	(1,368)
Stock-based compensation	(2,720)	(2,045)	(21,127)	(13,523)	(8,398)
ABF product liability impact	0	(212)	(850)	216	(2,841)
Legal settlements			(1,382)	0	0
Consulting fees	0	(875)	(15,425)	(3,500)	(4,854)
Transaction costs	(1,560)	(655)	(7,832)	(6,039)	(5,049)
Other	10,930	(5,507)	(1,103)	(14,305)	(12,656)
Impact of Fence and Sprinkler exit	0	(811)	(811)	2,885	(5,003)
Income (loss) before income taxes	22,889	13,170	86,781	(7,871)	(106,887)
Electrical Raceway
Segment Reporting Information [Line Items]
Operating segment Adjusted EBITDA	40,318	34,433	174,588	106,717	86,273
Mechanical Products & Solutions
Segment Reporting Information [Line Items]
Operating segment Adjusted EBITDA	$ 17,577	$ 19,377	$ 88,551	$ 79,553	$ 59,941

XML

Segment Information - Schedule of Long-lived Assets and Net Sales By Geography (Details) - USD ($) $ in Thousands	3 Months Ended									12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets		$ 209,936				$ 238,216				$ 209,936	$ 238,216	$ 270,630
Net sales	$ 337,591	416,239	$ 395,724	$ 353,046	$ 358,375	437,814	$ 432,367	$ 432,586	$ 426,401	1,523,384	1,729,168	1,702,838
United States
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets		204,640				232,566				204,640	232,566	263,750
Net sales										1,395,750	1,604,788	1,570,788
Other Americas
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets		175				132				175	132	194
Net sales										40,573	42,136	43,323
Europe
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets		1,295				1,036				1,295	1,036	1,417
Net sales										40,246	38,621	38,422
Asia-Pacific
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets		$ 3,826				$ 4,482				3,826	4,482	5,269
Net sales										$ 46,815	$ 43,623	$ 50,305

XML

Segment Information - Schedule of Net Sales From External Customers by Product Category (Details) - USD ($) $ in Thousands	3 Months Ended									12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Revenue from External Customer [Line Items]
Net sales	$ 337,591	$ 416,239	$ 395,724	$ 353,046	$ 358,375	$ 437,814	$ 432,367	$ 432,586	$ 426,401	$ 1,523,384	$ 1,729,168	$ 1,702,838
Metal Electrical Conduit and Fittings
Revenue from External Customer [Line Items]
Net sales										331,187	320,367	300,594
Armored Cable and Fittings
Revenue from External Customer [Line Items]
Net sales										318,279	332,153	341,912
PVC Electrical Conduit & Fittings
Revenue from External Customer [Line Items]
Net sales										258,954	269,808	238,042
Mechanical Pipe
Revenue from External Customer [Line Items]
Net sales										249,811	286,799	282,789
Metal Framing & Fittings
Revenue from External Customer [Line Items]
Net sales										181,954	174,976	176,047
Other
Revenue from External Customer [Line Items]
Net sales										175,383	166,472	170,766
Impact of Fence and Sprinkler
Revenue from External Customer [Line Items]
Net sales										$ 7,816	$ 178,593	$ 192,688

XML

Quarterly Operating Results (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended									12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Quarterly Financial Information Disclosure [Abstract]
Net sales	$ 337,591	$ 416,239	$ 395,724	$ 353,046	$ 358,375	$ 437,814	$ 432,367	$ 432,586	$ 426,401	$ 1,523,384	$ 1,729,168	$ 1,702,838
Gross profit	92,005	93,342	111,521	91,410	72,409	70,834	78,748	67,446	55,765	368,682	272,793	227,110
Net income (loss)	$ 17,382	$ 15,572	$ 20,645	$ 14,007	$ 8,572	$ (27,051)	$ 19,058	$ 5,800	$ (2,762)	$ 58,796	$ (4,955)	$ (73,948)
Net income (loss) per share
Basic (in dollars per share)	$ 0.28	$ 0.25	$ 0.33	$ 0.22	$ 0.14	$ (0.43)	$ 0.30	$ 0.09	$ (0.04)	$ 0.94	$ (0.08)	$ (2.02)
Diluted (in dollars per share)	$ 0.26	$ 0.24	$ 0.33	$ 0.22	$ 0.14	$ (0.43)	$ 0.30	$ 0.09	$ (0.04)	$ 0.94	$ (0.08)	$ (2.02)

XML

Schedule I - Condensed Financial Information - Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014	Sep. 27, 2013
Assets
Total Assets	$ 1,019,236	$ 1,164,568	$ 1,113,799	$ 1,185,419
Liabilities and Equity
Total Liabilities	738,781	907,322	957,522
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively	632	626	626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively	(2,580)	(2,580)	(2,580)
Additional paid-in capital	405,687	398,292	352,505
Accumulated deficit	(95,760)	(113,142)	(173,241)
Accumulated other comprehensive loss	(27,524)	(25,950)	(21,033)
Total Equity	280,455	257,246	156,277	$ 176,469	$ 510,378
Total Liabilities and Equity	$ 1,019,236	1,164,568	1,113,799
Atkore International Group Inc.
Assets
Investment in subsidiary		257,246	156,277
Total Assets		257,246	156,277
Liabilities and Equity
Total Liabilities		0	0
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 62,458,367 and 62,453,437 shares issued and outstanding, respectively		626	626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively		(2,580)	(2,580)
Additional paid-in capital		398,292	352,505
Accumulated deficit		(113,142)	(173,241)
Accumulated other comprehensive loss		(25,950)	(21,033)
Total Equity		257,246	156,277
Total Liabilities and Equity		$ 257,246	$ 156,277

XML

Schedule I - Condensed Financial Information - Balance Sheets (Parenthetical) (Details) - $ / shares	Dec. 30, 2016	Sep. 30, 2016	Sep. 25, 2015
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (shares)	1,000,000,000	1,000,000,000	1,000,000,000
Common stock, shares issued (shares)	63,088,752	62,458,367	62,453,437
Common stock, shares outstanding (shares)	63,088,752	62,458,367	62,453,437
Treasury stock (shares)	260,900	260,900	260,900
Atkore International Group Inc.
Condensed Balance Sheet Statements, Captions [Line Items]
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01
Common stock, shares authorized (shares)		1,000,000,000	1,000,000,000
Common stock, shares issued (shares)		62,458,367	62,453,437
Common stock, shares outstanding (shares)		62,458,367	62,453,437
Treasury stock (shares)		260,900	260,900

XML

Schedule I - Condensed Financial Information - Condensed Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended									12 Months Ended
	Dec. 30, 2016	Sep. 30, 2016	Jun. 24, 2016	Mar. 25, 2016	Dec. 25, 2015	Sep. 25, 2015	Jun. 26, 2015	Mar. 27, 2015	Dec. 26, 2014	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Condensed Income Statements, Captions [Line Items]
Net income (loss)	$ 17,382	$ 15,572	$ 20,645	$ 14,007	$ 8,572	$ (27,051)	$ 19,058	$ 5,800	$ (2,762)	$ 58,796	$ (4,955)	$ (73,948)
Other comprehensive loss of subsidiary, net of tax	(1,574)				215					(4,917)	(14,403)	(4,232)
Comprehensive income (loss)	$ 15,808				$ 8,787					53,879	(19,358)	(78,180)
Atkore International Group Inc.
Condensed Income Statements, Captions [Line Items]
Equity in net income (loss) of subsidiary										58,796	(4,955)	(73,948)
Net income (loss)										58,796	(4,955)	(73,948)
Other comprehensive loss of subsidiary, net of tax										(4,917)	(14,403)	(4,232)
Comprehensive income (loss)										$ 53,879	$ (19,358)	$ (78,180)

XML

Schedule I - Condensed Financial Information - Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Dec. 30, 2016	Dec. 25, 2015	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Cash Flows from Operating Activities:
Net cash provided by operating activities	$ 32,169	$ 51,945	$ 156,646	$ 141,073	$ 86,333
Cash Flows from Investing Activities:
Net cash (used for) investing activities	(926)	(4,191)	(12,895)	(46,641)	(48,860)
Cash Flows from Financing Activities:
Issuance of common stock	4,680	26	52	49	674
Repurchase of common stock			0	(882)	(252,765)
Net cash (used for) financing activities	(142,414)	(1,340)	(23,908)	(44,106)	(57,584)
Increase (decrease) in cash and cash equivalents	(112,306)	46,612	119,681	47,238	(21,410)
Cash and cash equivalents:
Cash and cash equivalents at beginning of period	200,279	80,598	80,598	33,360	54,770
Cash and cash equivalents at end of period	87,973	127,210	200,279	80,598	33,360
Atkore International Group Inc.
Cash Flows from Operating Activities:
Net cash provided by operating activities			0	0	0
Cash Flows from Investing Activities:
Distribution received from subsidiary			0	882	252,765
Distribution paid to subsidiary			(52)	(49)	(674)
Net cash (used for) investing activities			(52)	833	252,091
Cash Flows from Financing Activities:
Issuance of common stock			52	49	674
Repurchase of common stock			0	(882)	(252,765)
Net cash (used for) financing activities			52	(833)	(252,091)
Increase (decrease) in cash and cash equivalents			0	0	0
Cash and cash equivalents:
Cash and cash equivalents at beginning of period	$ 0	$ 0	0	0	0
Cash and cash equivalents at end of period			$ 0	$ 0	$ 0

XML

Schedule I - Condensed Financial Information - Narrative (Details) $ in Thousands, shares in Millions			12 Months Ended
	May 27, 2016	Mar. 06, 2014 USD ($) shares	Sep. 30, 2016 USD ($)	Sep. 25, 2015 USD ($)	Sep. 26, 2014 USD ($)	Jun. 09, 2016	Dec. 22, 2010
Condensed Financial Statements, Captions [Line Items]
Payment to redeem shares		$ 250,000
Stock split of common stock	1.37
CD&R
Condensed Financial Statements, Captions [Line Items]
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis)							51.00%
Atkore International Group Inc.
Condensed Financial Statements, Captions [Line Items]
Distribution received from subsidiary			$ 0	$ 882	$ 252,765
Common Stock
Condensed Financial Statements, Captions [Line Items]
Non-binding letter of intent to acquire Common Stock (shares) | shares		40.3
Expense related to share redemption		$ 2,000
Atkore International | CD&R
Condensed Financial Statements, Captions [Line Items]
Preferred Stock, percentage of outstanding capital stock (on an as-converted basis)						80.10%	51.00%
Common stock, percentage of outstanding capital stock							49.00%

XML

Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2016	Sep. 25, 2015	Sep. 26, 2014
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ (7,532)
Balance at End of Year	(8,658)	$ (7,532)
Accounts Receivable Allowance for Doubtful Accounts
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	(1,173)	(1,986)	$ (3,184)
Additions Charged to Income	(426)	560	616
Write offs and Other	593	253	582
Balance at End of Year	(1,006)	(1,173)	(1,986)
Deferred Tax Valuation Allowance
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	(7,532)	(7,708)	(8,346)
Additions Charged to Income	(2,604)	(1,107)	(548)
Write offs and Other	$ 1,478	1,283	1,186
Balance at End of Year		$ (7,532)	$ (7,708)