8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2017

Atkore International Group Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-37793	90-0631463
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

16100 South Lathrop Avenue Harvey, Illinois	60426
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(708) 339-1610

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

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.*

On May 9, 2017, Atkore International Group Inc. (the “Company” or “Atkore”) issued a press release announcing the Company’s financial results for the second fiscal quarter ended March 31, 2017. A copy of the press release is being furnished as Exhibit 99.1 and incorporated herein by reference.

The information contained in Item 7.01 concerning the presentation to the Atkore investors is hereby incorporated into this Item 2.02 by reference.

Item 7.01. Regulation FD Disclosure.*

The slide presentation attached hereto as Exhibit 99.2, and incorporated herein by reference, will be presented to certain Atkore investors on May 9, 2017 and may be used by Atkore in various other presentations to investors.

Item 9.01. Financial Statements Exhibits.*

Exhibit No.	Description of Exhibit
99.1	Press Release, dated May 9, 2017.
99.2	Presentation to investors, dated May 9, 2017.
*	In accordance with General Instruction B.2 of Form 8-K, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act"), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SIGNATURES

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

ATKORE INTERNATIONAL GROUP INC.

By: /s/ Daniel S. Kelly        

Daniel S. Kelly
Vice President, General Counsel and Secretary

Date: May 9, 2017

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release, dated May 9, 2017.
99.2	Presentation to investors, dated May 9, 2017.

EX-99.1

Exhibit 99.1

Atkore International Group Inc. Announces Second Quarter 2017 Results

• Diluted EPS increased to $0.28 from $0.22; Adjusted diluted EPS increased to $0.35 from $0.31;

• Net income increased$4.9 million to $18.9 million from $14.0 million;

• Net income margin increased to 5.1% from 4.0%; Adjusted EBITDA Margin of 15.1%;

• Full-year Adjusted EPS guidance range tightened to $1.55 - $1.65

HARVEY, IL. - May 9, 2017 (BUSINESS WIRE) - Atkore International Group Inc. (the "Company" or "Atkore") (NYSE: ATKR) announced earnings for its fiscal 2017second quarter ended March 31, 2017 ("second quarter").

"Our second quarter Adjusted EBITDA was in-line with our expectations. Despite continued softness in overall non-residential construction markets, we are seeing some momentum in our early-cycle products and stabilization within the general industrial market. Atkore is well-positioned to take advantage of expected market improvements with a focus on innovative new product introductions and continuous improvement initiatives," commented John Williamson, Atkore’s President and CEO.

2017Second Quarter Results

Net sales for the second quarter increased to $372.8 million, an increase of 5.6% compared to $353.0 million for the prior-year period primarily due to increased sales within the Electrical Raceway segment.

Gross profit decreased by 3.8% to $87.9 million for the second quarter of 2017, as compared to $91.4 million for the prior-year period. The decline in gross profit was primarily attributable to lower sales of mechanical pipe products within the solar end market. Gross margin decreased to 23.6% in the second quarter from 25.9% in the prior-year period. Gross margin was negatively impacted as a result of passing through rising input costs.

Net income increased$4.9 million to $18.9 million for the second quarter, as compared to $14.0 million for the prior-year period. The increase in net income was primarily driven by $6.4 million of lower stock-based compensation expense, lower interest expense of $5.3 million resulting from lower debt and lower interest rates driven by our debt refinancing transactions on December 22, 2016 as well as the recognition of a $5.8 million gain on the sale of the company’s minority interest in a joint venture. The increase is partially offset by a $7.5 million accrual for a legal contingency for the period November 2014 through March 2017 related to a U.S. Commerce Department ruling on malleable iron pipe fittings and $3.6 million of lower tax expense.

Adjusted EBITDA decreased 3.8%, or $2.2 million, to $56.1 million for the second quarter, as compared to $58.4 million for the prior-year period. Adjusted EBITDA margins decreased to 15.1%, as compared to 16.5% for the prior-year period. The decrease was due primarily to a reduction in gross profit.

Diluted earnings per share were $0.28 for the quarter compared to $0.22 in the prior-year period. Adjusted diluted earnings per share increased by $0.04 to $0.35 for the second quarter as compared to $0.31 for the prior-year period.

Segment Results

Electrical Raceway

Electrical Raceway net sales increased $19.8 million, or 8.6%, to $251.1 million for the second quarter, as compared to $231.3 million for the prior-year period, primarily resulting from our ability to pass through higher input costs.

Adjusted EBITDA increased $2.7 million, or 6.4%, to $44.9 million for the second quarter, as compared to $42.2 million for the prior-year period, primarily due to the pass-through impact of higher input costs and our ability to earn a premium from meeting customer expectations of product availability, delivery service levels and co-loading capabilities and improved manufacturing productivity, partially offset by lower sales volumes resulting from softness in non-residential activity.

Mechanical Products & Solutions ("MP&S")

MP&S net sales were in-line with the prior year period, experiencing a slight reduction of $0.2 million, or 0.2%, to $122.0 million for the second quarter, as compared to $122.2 million for the prior-year period.

1

Exhibit 99.1

Adjusted EBITDA decreased $5.1 million, or 22.6%, to $17.3 million for the second quarter as compared to $22.3 million for the prior-year period, primarily due to lower sales volumes of mechanical pipe products within the solar end-market, which are typically higher margin products.

2017 Full-Year Guidance

The Company is tightening its Adjusted EBITDA guidance range to $235.0 million - $245.0 million for 2017 and its Adjusted EPS guidance range to $1.55 - $1.65 primarily due to continued softness in the non-residential construction markets.

A reconciliation of the forward-looking full-year 2017 Adjusted EBITDA outlook is not being provided, as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliations.

Conference Call Information

Atkore management will host a conference call today, May 9, 2017, at 8 a.m. Eastern time, to discuss the Company’s financial results. The conference call may be accessed by dialing (877) 407-0789 (domestic) or (201) 689-8562 (international). The call will be available for replay until May 23, 2017. The replay can be accessed by dialing (844) 512-2921, or for international callers, (412) 317-6671. The passcode for the live call and the replay is 13659571.

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

To learn more about the Company please visit the company's website at http://investors.atkore.com.

About Atkore International Group Inc.

Atkore International Group Inc. is a leading manufacturer of Electrical Raceway products primarily for the non-residential construction and renovation markets and Mechanical Products & Solutions for the construction and industrial markets. The Company manufactures a broad range of end-to-end integrated products and solutions that are critical to its customers’ businesses and employs approximately 3,100 people at 52 manufacturing and distribution facilities worldwide. The Company is headquartered in Harvey, Illinois.

Contact:

Keith Whisenand

Vice President - Investor Relations

708-225-2124

KWhisenand@atkore.com

Forward-Looking Statements

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

2

Exhibit 99.1

contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

A number of important factors, including, without limitation, the risks and uncertainties discussed under the caption "Risk Factors" in our Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission ("SEC") on May 9, 2017 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; 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 U.S. Foreign Corrupt Practices Act 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 Clayton, Dubilier & Rice LLC investor will have continued to have over corporate decisions; and other factors described from time to time in documents that we file with the SEC. The Company assumes no obligation to update the information contained herein, which speaks only as of the date hereof.

Non-GAAP Financial Information

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

3

Exhibit 99.1

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 the Fence and Sprinkler product lines in order to re-align our long-term strategic focus. These product lines were exited 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. We define Adjusted net sales as reported net sales excluding net sales directly attributable to Fence and Sprinkler.

Adjusted EBITDA and Adjusted EBITDA Margin

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

We define Adjusted EBITDA as net income before: depreciation and amortization, loss (gain) on extinguishment of debt, interest expense (net), income tax expense, restructuring and impairments, stock-based compensation, legal matters, consulting fees, transaction costs, gain on sale of joint venture, 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. Prior fiscal years have not been restated for this change due to the relative insignificance and nature of the amounts. We believe Adjusted EBITDA, when presented in conjunction with comparable GAAP measures, is useful for investors because management uses Adjusted EBITDA in evaluating the performance of our business.

We define Adjusted EBITDA Margin as Adjusted EBITDA as a percentage of Adjusted net sales.

Net Income Margin

We define Net Income Margin as Net income as a percentage of Net sales.

Adjusted Net Income and Adjusted Earnings per Share

We use Adjusted net income and Adjusted earnings per share in evaluating the performance of our business and profitability. Management believes that these measures provide useful information to investors by offering additional ways of viewing the Company’s results that, when reconciled to the corresponding GAAP measure provide an indication of performance and profitability excluding the impact of unusual and or non-cash items. We define Adjusted net income as net income before consulting fees, loss on extinguishment of debt, stock-based compensation expense and other items, including the impact from our Fence and Sprinkler exit. We define Adjusted earnings per share as basic and diluted earnings per share excluding the per share impact of consulting fees, loss (gain) on extinguishment of debt, gain on sale of joint venture, legal matters, stock-based compensation and other items, including the impact from our Fence and Sprinkler exit.

Leverage Ratio - Net debt/Adjusted EBITDA

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

4

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Six Months Ended
(in thousands, except per share data)	March 31, 2017			March 25, 2016			March 31, 2017			March 25, 2016
Net sales	$	372,791		$	353,046		$	710,382		$	711,421
Cost of sales	284,842			261,636			530,428			547,602
Gross profit	87,949			91,410			179,954			163,819
Selling, general and administrative	51,689			54,179			95,581			98,020
Intangible asset amortization	5,493			5,572			11,082			11,089
Operating income	30,767			31,659			73,291			54,710
Gain on sale of joint venture	(5,774		)	—			(5,774		)	—
Interest expense, net	5,231			10,567			15,061			20,448
Loss (gain) on extinguishment of debt	—			(1,661		)	9,805			(1,661		)
Income before income taxes	31,310			22,753			54,199			35,923
Income tax expense	12,375			8,746			17,882			13,344
Net income	$	18,935		$	14,007		$	36,317		$	22,579
Weighted-Average Common Shares Outstanding
Basic	63,252			62,490			62,948			62,478
Diluted	66,888			62,490			66,446			62,478
Net income per share
Basic	$	0.30		$	0.22		$	0.58		$	0.36
Diluted	$	0.28		$	0.22		$	0.55		$	0.36

5

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)	March 31, 2017			September 30, 2016
Assets
Current Assets:
Cash and cash equivalents	$	77,931		$	200,279
Accounts receivable, less allowance for doubtful accounts of $1,027 and $1,006, respectively	196,349			192,090
Inventories, net	184,890			161,465
Assets held for sale	—			6,680
Prepaid expenses and other current assets	28,305			22,407
Total current assets	487,475			582,921
Property, plant and equipment, net	195,419			202,692
Intangible assets, net	243,855			254,937
Goodwill	115,829			115,829
Deferred income taxes	943			945
Non-trade receivables	7,078			7,244
Total Assets	$	1,050,599		$	1,164,568
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt	$	4,220		$	1,267
Accounts payable	112,699			114,118
Income tax payable	789			2,326
Accrued compensation and employee benefits	21,301			34,331
Other current liabilities	46,047			52,780
Total current liabilities	185,056			204,822
Long-term debt	488,467			629,046
Deferred income taxes	10,835			12,834
Other long-term tax liabilities	6,838			6,838
Pension liabilities	34,700			35,172
Other long-term liabilities	18,011			18,610
Total Liabilities	743,907			907,322
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 63,424,256 and 62,458,367 shares issued and outstanding, respectively	635			626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively	(2,580		)	(2,580		)
Additional paid-in capital	411,752			398,292
Accumulated deficit	(76,825		)	(113,142		)
Accumulated other comprehensive loss	(26,290		)	(25,950		)
Total Equity	306,692			257,246
Total Liabilities and Equity	$	1,050,599		$	1,164,568

6

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended
(in thousands)	March 31, 2017			March 25, 2016
Operating activities:
Net income	$	36,317		$	22,579
Adjustments to reconcile net income to net cash provided by operating activities:
(Gain) loss on sale of fixed assets and assets held for sale	(5,171		)	17
Depreciation and amortization	26,901			26,742
Amortization of debt issuance costs and original issue discount	963			1,759
Deferred income taxes	(1,997		)	7,020
Loss (gain) on extinguishment of debt	9,805			(1,661		)
Provision for losses on accounts receivable and inventory	1,372			1,093
Stock-based compensation expense	6,304			12,043
Other adjustments to net income	—			(648		)
Changes in operating assets and liabilities	(49,397		)	13,213
Net cash provided by operating activities	25,097			82,157
Investing activities:
Capital expenditures	(8,374		)	(9,014		)
Proceeds from sale of assets held for sale	3,024			—
Other, net	35			503
Net cash used for investing activities	(5,315		)	(8,511		)
Financing activities:
Repayments of short-term debt	(4,200		)	(1,002		)
Repayments of long-term debt	(638,600		)	(19,025		)
Issuance of long-term debt	498,750			—
Payment for debt financing costs and fees	(4,344		)	—
Issuance of common shares	7,165			52
Other, net	—			2
Net cash used for financing activities	(141,229		)	(19,973		)
Effects of foreign exchange rate changes on cash and cash equivalents	(901		)	206
(Decrease) increase in cash and cash equivalents	(122,348		)	53,879
Cash and cash equivalents at beginning of period	200,279			80,598
Cash and cash equivalents at end of period	$	77,931		$	134,477
Supplementary Cash Flow information
Capital expenditures, not yet paid	$	589		$	410

7

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

	Three Months Ended						Six months ended
(in thousands)	March 31, 2017			March 25, 2016			March 31, 2017			March 25, 2016
Net income	$	18,935		$	14,007		$	36,317		$	22,579
Interest expense, net	5,231			10,567			15,061			20,448
Income tax expense	12,375			8,746			17,882			13,344
Depreciation and amortization	13,273			13,249			26,901			26,742
Loss (gain) on extinguishment of debt	—			(1,661		)	9,805			(1,661		)
Restructuring & impairments	412			775			801			2,069
Net periodic pension benefit cost	—			110			—			220
Stock-based compensation	3,584			9,998			6,304			12,043
ABF product liability impact	—			213			—			425
Consulting fee	—			875			—			1,750
Legal matters	7,501			—			7,501			—
Transaction costs	138			2,776			1,698			3,431
Gain on sale of joint venture	(5,774		)	—			(5,774		)	—
Other (a)	447			(1,294		)	(10,483		)	4,213
Impact of Fence and Sprinkler exit	—			—			—			811
Adjusted EBITDA	$	56,122		$	58,361		$	106,013		$	106,414
(a) Represents other items, such as lower-of-cost-or-market inventory adjustments and release of indemnified uncertain tax positions.

The following tables represent reconciliations of Adjusted net sales to net sales and calculations of Adjusted EBITDA Margin by segment for the periods presented:

	Three Months Ended
	March 31, 2017							March 25, 2016
(in thousands)	Net sales			Adjusted EBITDA		Adjusted EBITDA Margin		Net sales			Adjusted EBITDA		Adjusted EBITDA Margin
Electrical Raceway	$	251,108		$	44,866	17.9	%	$	231,293		$	42,186	18.2	%
Mechanical Products & Solutions	122,027			$	17,268	14.2	%	122,245			$	22,324	18.3	%
Eliminations	(344		)					(492		)
Consolidated operations	$	372,791						$	353,046

	Six months ended
	March 31, 2017							March 25, 2016
(in thousands)	Net sales			Adjusted EBITDA		Adjusted EBITDA Margin		Net sales			Impact of Fence and Sprinkler exit			Adjusted net sales			Adjusted EBITDA		Adjusted EBITDA Margin
Electrical Raceway	$	474,071		$	85,184	18.0	%	$	454,898		$	—		$	454,898		$	76,619	16.8	%
Mechanical Products & Solutions	237,205			$	34,845	14.7	%	257,347			(7,816		)	249,531			$	41,701	16.7	%
Eliminations	(894		)					(824		)	—			(824		)
Consolidated operations	$	710,382						$	711,421		$	(7,816	)	$	703,605

8

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

	Three Months Ended						Six months ended
(in thousands, except per share data)	March 31, 2017			March 25, 2016			March 31, 2017			March 25, 2016
Net income	$	18,935		$	14,007		$	36,317		$	22,579
Stock-based compensation	3,584			9,998			6,304			12,043
Consulting fee	—			875			—			1,750
Loss (gain) on extinguishment of debt	—			(1,661		)	9,805			(1,661		)
Gain on sale of joint venture	(5,774		)	—			(5,774		)	—
Impact of Fence and Sprinkler exit	—			—			—			811
Legal matters	7,501			—			7,501			—
Other (a)	447			(1,294		)	(10,483		)	4,213
Pre-tax adjustments to net income	5,758			7,918			7,353			17,156
Tax effect	(1,458		)	(2,835		)	(2,028		)	(6,142		)
Adjusted net income	$	23,235		$	19,090		$	41,642		$	33,593
Weighted-Average Common Shares Outstanding
Basic	63,252			62,490			62,948			62,478
Diluted	66,888			62,490			66,446			62,478
Net income (loss) per share
Basic	$	0.30		$	0.22		$	0.58		$	0.36
Diluted	$	0.28		$	0.22		$	0.55		$	0.36
Adjusted Net income (loss) per share
Basic	$	0.37		$	0.31		$	0.66		$	0.54
Diluted	$	0.35		$	0.31		$	0.63		$	0.54
(a) Represents other items, such as lower-of-cost-or-market inventory adjustments and release of indemnified uncertain tax positions.

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

($ in thousands)	March 31, 2017			September 30, 2016			September 25, 2015			September 26, 2014
Short-term debt and current maturities of long-term debt	$	4,220		$	1,267		$	2,864		$	42,887
Long-term debt	488,467			629,046			649,344			649,980
Total debt	492,687			630,313			652,208			692,867
Less cash and cash equivalents	77,931			200,279			80,598			33,360
Net debt	$	414,756		$	430,034		$	571,610		$	659,507
TTM Adjusted EBITDA	$	234,601		$	235,002		$	163,949		$	126,597
Total debt/TTM Adjusted EBITDA	2.1		x	2.7		x	4.0		x	5.5		x
Net debt/TTM Adjusted EBITDA	1.8		x	1.8		x	3.5		x	5.2		x

9

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months ended March 31, 2017:

	TTM			Three Months Ended
(in thousands)	March 31, 2017			March 31, 2017			December 30, 2016			September 30, 2016		June 24, 2016
Net income	$	72,534		$	18,935		$	17,382		$	15,572	$	20,645
Interest expense, net	36,411			5,231			9,830			11,181		10,169
Income tax expense	32,523			12,375			5,507			3,892		10,749
Depreciation and amortization	55,176			13,273			13,628			14,953		13,322
Loss (gain) on extinguishment of debt	9,805			—			9,805			—		—
Restructuring & impairments	2,828			412			389			1,701		326
Net periodic pension benefit cost	220			—			—			110		110
Stock-based compensation	15,388			3,584			2,720			4,230		4,854
ABF product liability impact	424			—			—			212		212
Consulting fee	13,675			—			—			—		13,675
Legal matters	8,883			7,501			—			82		1,300
Transaction costs	6,099			138			1,560			2,484		1,917
Gain on sale of joint venture	(5,774		)	(5,774		)	—			—		—
Other	(13,591		)	447			(10,930		)	6,947		(10,055		)
Adjusted EBITDA	$	234,601		$	56,122		$	49,891		$	61,364	$	67,224

10

EX-99.2

Second Quarter 2017 Earnings Presentation May 9, 2017

1 Cautionary statements This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties, many of which are beyond our control. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements appearing throughout this presentation include, without limitation, statements regarding our intentions, beliefs, assumptions or current expectations concerning, among other things, financial position; results of operations; cash flows; prospects; growth strategies or expectations; customer retention; the outcome (by judgment or settlement) and costs of legal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, collective, representative or any other litigation; and the impact of prevailing economic conditions. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” and other comparable terms. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. A number of important factors, including, without limitation, the risks and uncertainties discussed under the captions “Risk Factors” and Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017, filed with the U.S. Securities and Exchange Commission on May 9, 2017 (File No. 001-37793), could cause actual results and outcomes to differ materially from those reflected in the forward-looking statements. Because of these risks, we caution that you should not place undue reliance on any of our forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. Further, any forward-looking statement speaks only as of the date on which it is made. We undertake no obligation to revise the forward-looking statements in this presentation after the date of this presentation. Market data and industry information used throughout this presentation are based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry surveys, forecasts and publications and other publicly available information prepared by a number of third party sources. All of the market data and industry information used in this presentation involves a number of assumptions and limitations which we believe to be reasonable, and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, we cannot guarantee the accuracy or completeness of this information, and we have not independently verified this information. While we believe the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are subject to a high degree of uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties. We present Adjusted EBITDA. Adjusted EBITDA margin, Adjusted net income, Adjusted earnings per share, Net debt (total debt less cash and cash equivalents), and Leverage ratio (net debt or total debt less cash and cash equivalents, over Adjusted EBITDA on trailing twelve month basis) to help us describe our operating and financial performance. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted earnings per share, and Leverage ratio are non-GAAP financial measures commonly used in our industry and have certain limitations and should not be construed as alternatives to net income, net sales and other income data measures (as determined in accordance with generally accepted accounting principles in the United States, or GAAP), or as better indicators of operating performance. Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net income, Adjusted earnings per share, Net debt (total debt less cash and cash equivalents), and Leverage ratio (net debt or total debt less cash and cash equivalents over Adjusted EBITDA on a trailing twelve month basis), as defined by us may not be comparable to similar non-GAAP measures presented by other issuers. Our presentation of such measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. See the appendix to this presentation for a reconciliation of Adjusted EBITDA to net income, Adjusted net income to adjusted net income per share, and net debt over Adjusted EBITDA on a trailing twelve month basis. Fiscal Periods - The Company has a fiscal year that ends on September 30th. It is the Company's practice to establish quarterly closings using a 4-5-4 calendar. The Company's fiscal quarters end on the last Friday in December, March and June.

2 Key Takeaways • Despite choppiness in our markets and solar headwinds, we were able to deliver EBITDA for the quarter at the high-end of our guidance • Non-Residential construction market sentiment and leading indicators in our business are positive, but momentum is building slower than anticipated in Electrical Raceway • Mechanical Products & Solutions volume is stabilizing and building strength in value added applications (healthcare, conveyors, signposts, prefabrication) • We are tightening our 2017 Adjusted EBITDA guidance range to $235 to $245mm and our Adjusted EPS range to $1.55 to $1.65 • The Atkore team continues to outperform market inputs; Our ability to generate productivity savings, improve margins through innovation, and pass through material cost increases is driving long-term growth and earnings expansion

3 Financial Highlights – Q2 2017 ($’s in millions) Q2 2017 Q2 2016 Y/Y Change Net Sales $372.8 $353.0 5.6% Net Income $18.9 $14.0 35.2% Adjusted EBITDA(1) $56.1 $58.4 (3.8%) Net Income Margin 5.1% 4.0% +110 bps Adjusted EBITDA Margin(1) 15.1% 16.5% (140 bps) Net Income per Share $0.28 $0.22 27.3% Adjusted Net Income per Share(1) $0.35 $0.31 12.9% • Standard work enables pass through of increased material costs • Construction demand choppy but improving • EBITDA growth excluding continued solar headwinds • Unusual and non-recurring items - Gain booked on 2012 sale of Saudi JV ($5.8M) - U.S. Commerce Dept. ruling on malleable metal fitting imports ($7.5M impact 2014-2017) Strong Productivity and Pricing Initiatives Continue (1) See non-GAAP reconciliation in appendix

4 Electrical Raceway Segment – Q2 Highlights • Average selling prices up 10% from pass through of material costs and favorable impact from initiatives • Volume down 2% driven by choppy Non-Res activity • Activity building in early cycle products • EBITDA margin up year over year excluding impact of dollar for dollar pass through of raw material inflation Steel Conduit PVC Conduit Armored Cable Flexible and Liquidtight Conduit Cable Tray, Cable Ladder & Fittings ($’s in millions) Q2 2017 Q2 2016 Y/Y Change Net Sales $251.1 $231.3 8.6% Adjusted EBITDA $44.9 $42.2 6.4% Adjusted EBITDA Margin 17.9% 18.2% (30bps) Positive Non-Residential Construction Sentiment Continues

5 Mechanical Products & Solutions Segment Highlights • Price up 7% due to pass through of material cost increases and initiatives • Volume down 5% due primarily to impact of solar comparison • Adjusted EBITDA flat excluding solar comparison impact • EBITDA margins compressed from solar headwinds and impact of dollar for dollar pass through of raw material inflation ($’s in millions) Q2 2017 Q2 2016 Y/Y Change Net Sales $122.0 $122.2 (0.2%) Adjusted EBITDA $17.3 $22.3 (22.6%) Adjusted EBITDA Margin 14.2% 18.3% (410bps) Metal Framing & Related Fittings In-Line Galvanized Mechanical Tube Construction Design & Services Solar Headwinds Moderating; Momentum Building in Value Added Applications

6 Key Balance Sheet and Cash Flow Metrics ($mm) 3/31/2017 Cash and cash equivalents $77.9 Total Debt $492.7 CapEx $8.4 Net cash from operating activities $25.1 TTM Adjusted EBITDA(1) $234.6 Leverage Ratio (1) Total debt / TTM Adjusted EBITDA(1) 2.1x Net debt / TTM Adjusted EBITDA(1) 1.8x Metrics Leverage Ratio(1) 1. Leverage ratio is defined as net debt (total debt less cash and cash equivalents) divided by Adjusted EBITDA on a trailing twelve month (TTM) basis or March 26 ,2016 to March 31, 2017. Total debt was $692.9mm, $652.2mm, and $630.3mm, as of September 26, 2014, September 25, 2015, and September 30, 2016, respectively. Cash and cash equivalents were $33.4mm, $80.6mm, and $200.3mm as of September 26, 2014, September 25, 2015, and September 30, 2016, respectively. Leverage ratio for all periods above and TTM Adjusted EBITDA for the TTM ended March 31, 2017 is reconciled in the appendix. 5.2x 3.5x 1.8x 1.8x FY 2014 FY 2015 FY 2016 TTM 3/31/17 Strong Cash Flow and Leverage Ratio Support M&A Strategy

7 2017 Financial Outlook Summary Electrical Raceway Segment Consolidated Atkore Mechanical Products & Solutions Segment Prior Outlook Updated Outlook Volume 1 to 5% (2) to 2% Adjusted EBITDA* $182 - $192mm $182 - $190mm Volume (2) to 2% (4) to 0% Adjusted EBITDA* $83 - $88mm $80 - $85mm Adjusted EBITDA* $235 - $250mm $235 - $245mm Adjusted EPS* $1.55 - $1.70 $1.55 - $1.65 Capital Expenditures $32mm $25 - $28mm Interest Expense $27mm $27mm Tax Rate 33% 33% Diluted Shares** 66 67 * Reconciliation of the forward-looking full-year 2017 outlook for Adjusted EBITDA and Adjusted EPS is not being provided as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation. ** Represents weighted-average shares outstanding in millions used in calculation of Adjusted EPS guidance Long term indicators are still positive but developing later in our fiscal year

8 Key Takeaways • Despite choppiness in our markets and solar headwinds, we were able to deliver EBITDA for the quarter at the high-end of our guidance • Non-Residential construction market sentiment and leading indicators in our business are positive, but momentum is building slower than anticipated in Electrical Raceway • Mechanical Products & Solutions volume is stabilizing and building strength in value added applications (healthcare, conveyors, signposts, prefabrication) • We are tightening our 2017 Adjusted EBITDA guidance range to $235 to $245MM and our Adjusted EPS range to $1.55 to $1.65 • The Atkore team continues to outperform market inputs; Our ability to generate productivity savings, improve margins through innovation, and pass through material cost increases is driving long-term growth and earnings expansion

Appendix

10 Segment Information Three Months Ended March 31, 2017 March 25, 2016 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical Raceway $ 251,108 $ 44,866 17.9 % $ 231,293 $ 42,186 18.2 % Mechanical Products & Solutions 122,027 $ 17,268 14.2 % 122,245 $ 22,324 18.3 % Eliminations (344) (492) Consolidated operations $ 372,791 $ 353,046

11 Adjusted earnings per share reconciliation Consolidated Atkore International Group Inc. Three Months Ended Six months ended (in thousands, except per share data) March 31, 2017 March 25, 2016 March 31, 2017 March 25, 2016 Net income $ 18,935 $ 14,007 $ 36,317 $ 22,579 Stock-based compensation 3,584 9,998 6,304 12,043 Consulting fee — 875 — 1,750 Loss (gain) on extinguishment of debt — (1,661) 9,805 (1,661) Gain on sale of joint venture (5,774) — (5,774) — Impact of Fence and Sprinkler exit — — — 811 Legal matters 7,501 — 7,501 — Other (a) 447 (1,294) (10,483) 4,213 Pre-tax adjustments to net income 5,758 7,918 7,353 17,156 Tax effect (1,458) (2,835) (2,028) (6,142) Adjusted net income $ 23,235 $ 19,090 $ 41,642 $ 33,593 Weighted-Average Common Shares Outstanding Basic 63,252 62,490 62,948 62,478 Diluted 66,888 62,490 66,446 62,478 Net income (loss) per share Basic $ 0.30 $ 0.22 $ 0.58 $ 0.36 Diluted $ 0.28 $ 0.22 $ 0.55 $ 0.36 Adjusted Net income (loss) per share Basic $ 0.37 $ 0.31 $ 0.66 $ 0.54 Diluted $ 0.35 $ 0.31 $ 0.63 $ 0.54 (a) Represents other items, such as lower-of-cost-or-market inventory adjustments and release of indemnified uncertain tax positions.

12 Net Income to Adjusted EBITDA reconciliation Consolidated Atkore International Group Inc. Three Months Ended Six months ended (in thousands) March 31, 2017 March 25, 2016 March 31, 2017 March 25, 2016 Net income $ 18,935 $ 14,007 $ 36,317 $ 22,579 Interest expense, net 5,231 10,567 15,061 20,448 Income tax expense 12,375 8,746 17,882 13,344 Depreciation and amortization 13,273 13,249 26,901 26,742 Loss (gain) on extinguishment of debt — (1,661) 9,805 (1,661) Restructuring & impairments 412 775 801 2,069 Net periodic pension benefit cost — 110 — 220 Stock-based compensation 3,584 9,998 6,304 12,043 ABF product liability impact — 213 — 425 Consulting fee — 875 — 1,750 Legal matters 7,501 — 7,501 — Transaction costs 138 2,776 1,698 3,431 Gain on sale of joint venture (5,774) — (5,774) — Other (a) 447 (1,294) (10,483) 4,213 Impact of Fence and Sprinkler exit — — — 811 Adjusted EBITDA $ 56,122 $ 58,361 $ 106,013 $ 106,414 (a) Represents other items, such as lower-of-cost-or-market inventory adjustments and release of indemnified uncertain tax positions.

13 Net debt / Adjusted EBITDA reconciliation Consolidated Atkore International Group Inc. ($ in thousands) March 31, 2017 September 30, 2016 September 25, 2015 September 26, 2014 Short-term debt and current maturities of long-term debt $ 4,220 $ 1,267 $ 2,864 $ 42,887 Long-term debt 488,467 629,046 649,344 649,980 Total debt 492,687 630,313 652,208 692,867 Less cash and cash equivalents 77,931 200,279 80,598 33,360 Net debt $ 414,756 $ 430,034 $ 571,610 $ 659,507 TTM Adjusted EBITDA $ 234,601 $ 235,002 $ 163,949 $ 126,597 Total debt/TTM Adjusted EBITDA 2.1 x 2.7 x 4.0 x 5.5 x Net debt/TTM Adjusted EBITDA 1.8 x 1.8 x 3.5 x 5.2 x

14 Net Income to Adjusted EBITDA reconciliation Consolidated Atkore International Group Inc. TTM Three Months Ended (in thousands) March 31, 2017 March 31, 2017 December 30, 2016 September 30, 2016 June 24, 2016 Net income $ 72,534 $ 18,935 $ 17,382 $ 15,572 $ 20,645 Interest expense, net 36,411 5,231 9,830 11,181 10,169 Income tax expense 32,523 12,375 5,507 3,892 10,749 Depreciation and amortization 55,176 13,273 13,628 14,953 13,322 Loss (gain) on extinguishment of debt 9,805 — 9,805 — — Restructuring & impairments 2,828 412 389 1,701 326 Net periodic pension benefit cost 220 — — 110 110 Stock-based compensation 15,388 3,584 2,720 4,230 4,854 ABF product liability impact 424 — — 212 212 Consulting fee 13,675 — — — 13,675 Legal matters 8,883 7,501 — 82 1,300 Transaction costs 6,099 138 1,560 2,484 1,917 Gain on sale of joint venture (5,774) (5,774) — — — Other (13,591) 447 (10,930) 6,947 (10,055) Adjusted EBITDA $ 234,601 $ 56,122 $ 49,891 $ 61,364 $ 67,224