Document

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 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:

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))

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

Emerging growth company ☐

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

Item 2.02. Results of Operations and Financial Condition.*

On August 8, 2017, Atkore International Group Inc. (the "Company" or "Atkore") issued a press release announcing the Company's financial results for the third fiscal quarter ended June 30, 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 August 8, 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 August 8, 2017.
99.2			Presentation to investors, dated August 8, 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.

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: August 8, 2017

Atkore International Group Inc. Announces Third Quarter 2017 Results

Diluted EPS increased to $0.41 from $0.33; Adjusted diluted EPS increased to $0.44 from $0.43;

Net income increased $6.8 million to $27.5 million from $20.6 million; Adjusted EBITDA of $62.0 million;

Net income margin increased to 6.9% from 5.2%; Adjusted EBITDA Margin of 15.6%;

Full-year Adjusted EPS guidance range revised to $1.37 - $1.45

HARVEY, IL. - August 8, 2017 (BUSINESS WIRE) - Atkore International Group Inc. (the "Company" or "Atkore") (NYSE: ATKR) announced earnings for its fiscal 2017 third quarter ended June 30, 2017 ("third quarter").

"We are pleased to deliver Adjusted EBITDA and EPS results that are in line with our guidance. Although we experienced challenging commercial environments and lower volumes due to continued soft market demand, we are optimistic about initial industrial and non-residential indicators pointing towards improving activity in the mid-term. In the meantime, Atkore’s productivity initiatives, including conversion costs, material usage and transactional process improvements, continue to favorably impact the bottom line. Additionally, our M&A process successfully completed two transactions focused on products with accretive margins, and we are building momentum to enhance our portfolio to better serve our customers,” commented John Williamson, Atkore's President and CEO.

2017 Third Quarter Results



	Three Months Ended
($ in thousands)	June 30, 2017			June 24, 2016			Change			% Change
Net sales
Electrical Raceway	$	266,275		$	259,826		$	6,449		2.5	%
Mechanical Products & Solutions	131,679			136,482			(4,803		)	(3.5	)%
Eliminations	(209		)	(584		)	375			*
Consolidated operations	$	397,745		$	395,724		$	2,021		0.5	%

Adjusted EBITDA
Electrical Raceway	$	48,026		$	52,438		$	(4,412	)	(8.4	)%
Mechanical Products & Solutions	18,986			23,024			(4,038		)	(17.5	)%
Unallocated	(4,979		)	(8,238		)	3,259			*
Consolidated operations	$	62,033		$	67,224		$	(5,191	)	(7.7	)%

* Not meaningful

Net sales for the third quarter remained relatively flat at $397.7 million, an increase of 0.5% compared to $395.7 million for the prior-year period due to higher net average selling prices resulting from the pass-through impacts of commodity costs partially offset by a decrease in sales volume.

Gross profit decreased by 16.8% to $92.8 million for the third quarter of 2017, as compared to $111.5 million for the prior-year period. Gross margin decreased to 23.3% in the third quarter from 28.2% in the prior-year period. Gross profit and gross margin were negatively impacted due to an increase in input costs that exceeded the increase in average selling prices for flexible electrical conduit and fittings, armored cable and fittings and mechanical pipe product categories driven by timing and the impact resulting from lower-of-cost-or-market inventory adjustments. The decrease is partially offset by productivity savings.

Net income increased $6.8 million to $27.5 million for the third quarter, as compared to $20.6 million for the prior-year period. The increase in net income was primarily driven by lower consulting fees of $13.7 million resulting from the termination of the CD&R consulting agreement and lower professional services of $4.2 million, both in connection with our IPO. Additionally, net income increased due to lower interest expense of $4.4 million resulting from lower debt and lower interest rates driven by our debt refinancing transactions on December 22, 2016 and a decrease in stock compensation expense of $1.8 million. The increase is partially offset by lower gross profit.

Adjusted EBITDA decreased 7.7%, or $5.2 million, to $62.0 million for the third quarter, as compared to $67.2 million for the prior-year period. Adjusted EBITDA margins decreased to 15.6%, as compared to 17.0% for the prior-year period. The net decrease was primarily due to an increase in input costs that exceeded the increase in average selling prices driven by timing and lower volume of products sold, partially offset by productivity savings.

Diluted earnings per share were $0.41 for the quarter compared to $0.33 in the prior-year period. Adjusted diluted earnings per share increased to $0.44 for the third quarter as compared to $0.43 for the prior-year period.

On May 18, 2017, the Company acquired all of the outstanding stock of Marco Cable Management, a designer and manufacturer of wire basket cable trays, PVC trunking and aluminum power poles. Marco Cable Management's product portfolio adds value to the Company's customers in the U.K. and expands its presence in the U.K. and Europe.

Electrical Raceway net sales increased $6.4 million, or 2.5%, to $266.3 million for the third quarter, as compared to $259.8 million for the prior-year period, primarily resulting from our ability to pass through higher input costs, partially offset by lower volume of products sold.

Adjusted EBITDA decreased $4.4 million, or 8.4%, to $48.0 million for the third quarter, as compared to $52.4 million for the prior-year period, primarily due to lower volume of products sold and lower margins for flexible electrical conduit and fittings and armored cable and fittings products resulting from an increase in input costs that exceeded our increase in sales prices driven by the timing of the implementation of our pricing strategies, partially offset by improved manufacturing productivity.

Mechanical Products & Solutions ("MP&S")

MP&S net sales decreased $4.8 million, or 3.5%, to $131.7 million for the third quarter, as compared to $136.5 million for the prior-year period. The decrease was primarily due to lower volume of mechanical pipe products sold to the solar end-market, partially offset by increased average selling prices resulting from higher input costs.

Adjusted EBITDA decreased $4.0 million, or 17.5%, to $19.0 million for the third quarter as compared to $23.0 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 and reduced gross margins, partially offset by productivity savings.

2017 Full-Year Guidance

The Company is updating its Adjusted EBITDA guidance range to $220.0 million - $228.0 million for 2017 and its Adjusted EPS guidance range to $1.37 - $1.45 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, August 8, 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 August 22, 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 13666738.

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.

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 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.

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, certain 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 accounting principles generally accepted in the United States of America ("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.

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

Adjusted Net Income and Adjusted Net Income per Share

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

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	June 30, 2017		June 24, 2016		June 30, 2017			June 24, 2016
Net sales	$	397,745	$	395,724	$	1,108,127		$	1,107,145
Cost of sales	304,920		284,203		835,348			831,805
Gross profit	92,825		111,521		272,779			275,340
Selling, general and administrative	42,455		64,392		138,036			162,412
Intangible asset amortization	5,546		5,566		16,628			16,655
Operating income	44,824		41,563		118,115			96,273
Interest expense, net	5,811		10,169		20,872			30,617
Loss (gain) on extinguishment of debt	—		—		9,805			(1,661		)
Other expense (income), net	117		—		(5,657		)	—
Income before income taxes	38,896		31,394		93,095			67,317
Income tax expense	11,431		10,749		29,313			24,093
Net income	$	27,465	$	20,645	$	63,782		$	43,224

Weighted-average common shares outstanding
Basic	63,817		62,492		63,239			62,491
Diluted	66,939		62,492		66,613			62,491
Net income per share
Basic	$	0.43	$	0.33	$	1.01		$	0.69
Diluted	$	0.41	$	0.33	$	0.96		$	0.69

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



(in thousands, except share and per share data)	June 30, 2017			September 30, 2016
Assets
Current Assets:
Cash and cash equivalents	$	96,200		$	200,279
Accounts receivable, less allowance for doubtful accounts of $1,073 and $1,006, respectively	210,290			192,090
Inventories, net	180,499			161,465
Assets held for sale	—			6,680
Prepaid expenses and other current assets	32,373			22,407
Total current assets	519,362			582,921
Property, plant and equipment, net	199,153			202,692
Intangible assets, net	249,037			254,937
Goodwill	118,790			115,829
Deferred income taxes	941			945
Non-trade receivables	6,999			7,244
Total Assets	$	1,094,282		$	1,164,568
Liabilities and Equity
Current Liabilities:
Short-term debt and current maturities of long-term debt	$	4,215		$	1,267
Accounts payable	118,231			114,118
Income tax payable	1,069			2,326
Accrued compensation and employee benefits	22,579			34,331
Other current liabilities	44,629			52,780
Total current liabilities	190,723			204,822
Long-term debt	487,921			629,046
Deferred income taxes	11,539			12,834
Other long-term tax liabilities	6,838			6,838
Pension liabilities	34,395			35,172
Other long-term liabilities	19,495			18,610
Total Liabilities	750,911			907,322
Equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 64,075,590 and 62,458,367 shares issued and outstanding, respectively	642			626
Treasury stock, held at cost, 260,900 and 260,900 shares, respectively	(2,580		)	(2,580		)
Additional paid-in capital	419,717			398,292
Accumulated deficit	(49,360		)	(113,142		)
Accumulated other comprehensive loss	(25,048		)	(25,950		)
Total Equity	343,371			257,246
Total Liabilities and Equity	$	1,094,282		$	1,164,568

ATKORE INTERNATIONAL GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS



	Nine months ended
(in thousands)	June 30, 2017			June 24, 2016
Operating activities:
Net income	$	63,782		$	43,224
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	40,242			40,064
Deferred income taxes	(1,748		)	2,951
Loss (gain) on extinguishment of debt	9,805			(1,661		)
Stock-based compensation expense	9,368			16,897
Other adjustments to net income	(2,457		)	4,726
Changes in operating assets and liabilities, net of effects from acquisitions
Accounts receivable	(16,481		)	(19,485		)
Inventories	(17,486		)	(4,680		)
Other, net	(19,242		)	2,982
Net cash provided by operating activities	65,783			85,018
Investing activities:
Capital expenditures	(15,284		)	(13,496		)
Acquisition of businesses, net of cash acquired	(19,606		)	—
Proceeds from sale of assets held for sale	3,024			—
Other, net	74			520
Net cash used for investing activities	(31,792		)	(12,976		)
Financing activities:
Repayments of short-term debt	(4,200		)	(1,619		)
Repayments of long-term debt	(639,850		)	(20,075		)
Issuance of long-term debt	498,750			—
Payment for debt financing costs and fees	(4,375		)	—
Issuance of common shares	12,069			52
Other, net	(15		)	(25		)
Net cash used for financing activities	(137,621		)	(21,667		)
Effects of foreign exchange rate changes on cash and cash equivalents	(449		)	136
(Decrease) increase in cash and cash equivalents	(104,079		)	50,511
Cash and cash equivalents at beginning of period	200,279			80,598
Cash and cash equivalents at end of period	$	96,200		$	131,109
Supplementary Cash Flow information
Capital expenditures, not yet paid	$	90		$	406

ATKORE INTERNATIONAL GROUP INC.

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



	Three Months Ended						Nine months ended
(in thousands)	June 30, 2017			June 24, 2016			June 30, 2017			June 24, 2016
Net income	$	27,465		$	20,645		$	63,782		$	43,224
Interest expense, net	5,811			10,169			20,872			30,617
Income tax expense	11,431			10,749			29,313			24,093
Depreciation and amortization	13,341			13,322			40,242			40,064
Loss (gain) on extinguishment of debt	—			—			9,805			(1,661		)
Restructuring & impairments	(101		)	326			700			2,395
Net periodic pension benefit cost	—			110			—			330
Stock-based compensation	3,064			4,854			9,368			16,897
ABF product liability impact	—			212			—			637
Consulting fee	—			13,675			—			15,425
Legal matters	—			1,300			7,501			1,300
Transaction costs	845			1,917			2,543			5,348
Gain on sale of joint venture	—			—			(5,774		)	—
Other ^(a)	177			(10,055		)	(10,306		)	(5,842		)
Impact of Fence and Sprinkler exit	—			—			—			811
Adjusted EBITDA	$	62,033		$	67,224		$	168,046		$	173,638


(a) Represents other items, such as lower-of-cost-or-market inventory adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions.

ATKORE INTERNATIONAL GROUP INC.

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
	June 30, 2017							June 24, 2016
(in thousands)	Net sales			Adjusted EBITDA		Adjusted EBITDA Margin		Net sales			Adjusted EBITDA		Adjusted EBITDA Margin
Electrical Raceway	$	266,275		$	48,026	18.0	%	$	259,826		$	52,438	20.2	%
Mechanical Products & Solutions	131,679			$	18,986	14.4	%	136,482			$	23,024	16.9	%
Eliminations	(209		)					(584		)
Consolidated operations	$	397,745						$	395,724



	Nine months ended
	June 30, 2017							June 24, 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	$	740,346		$	133,210	18.0	%	$	714,724		$	—		$	714,724		$	129,057	18.1	%
Mechanical Products & Solutions	368,884			$	53,831	14.6	%	393,829			(7,816		)	386,013			$	64,725	16.8	%
Eliminations	(1,103		)					(1,408		)	—			(1,408		)
Consolidated operations	$	1,108,127						$	1,107,145		$	(7,816	)	$	1,099,329

ATKORE INTERNATIONAL GROUP INC.

ADJUSTED NET INCOME PER SHARE

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



	Three Months Ended						Nine months ended
(in thousands, except per share data)	June 30, 2017			June 24, 2016			June 30, 2017			June 24, 2016 ^(b)
Net income	$	27,465		$	20,645		$	63,782		$	43,224
Stock-based compensation	3,064			4,854			9,368			16,897
Consulting fee	—			13,675			—			15,425
Loss (gain) on extinguishment of debt	—			—			9,805			(1,661		)
Gain on sale of joint venture	—			—			(5,774		)	—
Impact of Fence and Sprinkler exit	—			—			—			811
Legal matters	—			1,300			7,501			1,300
Other ^(a)	177			(10,055		)	(10,306		)	(5,842		)
Pre-tax adjustments to net income	3,241			9,774			10,594			26,930
Tax effect	(1,160		)	(3,284		)	(3,188		)	(9,426		)
Adjusted net income	$	29,546		$	27,135		$	71,188		$	60,728

Weighted-Average Common Shares Outstanding
Basic	63,817			62,492			63,239			62,491
Diluted	66,939			62,492			66,613			62,491

Net income per share
Basic	$	0.43		$	0.33		$	1.01		$	0.69
Diluted	$	0.41		$	0.33		$	0.96		$	0.69

Adjusted Net income per share
Basic	$	0.46		$	0.43		$	1.13		$	0.97
Diluted	$	0.44		$	0.43		$	1.07		$	0.97


(a) Represents other items, such as lower-of-cost-or-market inventory adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions.
(b) Prior year amounts have been revised for consistency to reflect the Company's election to treat all unusual legal matters and gains/losses on extinguishment of debt as an add-back to both Adjusted EBITDA and Adjusted Net Income.

ATKORE INTERNATIONAL GROUP INC.

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



($ in thousands)	June 30, 2017			September 30, 2016			September 25, 2015			September 26, 2014
Short-term debt and current maturities of long-term debt	$	4,215		$	1,267		$	2,864		$	42,887
Long-term debt	487,921			629,046			649,344			649,980
Total debt	492,136			630,313			652,208			692,867
Less cash and cash equivalents	96,200			200,279			80,598			33,360
Net debt	$	395,936		$	430,034		$	571,610		$	659,507

TTM Adjusted EBITDA	$	229,410		$	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	1.7		x	1.8		x	3.5		x	5.2		x

ATKORE INTERNATIONAL GROUP INC.

TRAILING TWELVE MONTHS ADJUSTED EBITDA

The following table presents a reconciliation of Adjusted EBITDA for the trailing twelve months ended June 30, 2017:



	TTM			Three Months Ended
(in thousands)	June 30, 2017			June 30, 2017			March 31, 2017			December 30, 2016			September 30, 2016
Net income	$	79,354		$	27,465		$	18,935		$	17,382		$	15,572
Interest expense, net	32,053			5,811			5,231			9,830			11,181
Income tax expense	33,205			11,431			12,375			5,507			3,892
Depreciation and amortization	55,195			13,341			13,273			13,628			14,953
Loss (gain) on extinguishment of debt	9,805			—			—			9,805			—
Restructuring & impairments	2,401			(101		)	412			389			1,701
Net periodic pension benefit cost	110			—			—			—			110
Stock-based compensation	13,598			3,064			3,584			2,720			4,230
ABF product liability impact	212			—			—			—			212
Consulting fee	—			—			—			—			—
Legal matters	7,583			—			7,501			—			82
Transaction costs	5,027			845			138			1,560			2,484
Gain on sale of joint venture	(5,774		)	—			(5,774		)	—			—
Other	(3,359		)	177			447			(10,930		)	6,947
Adjusted EBITDA	$	229,410		$	62,033		$	56,122		$	49,891		$	61,364

PRINTING INSTRUCTIONS CHECK TOC BEFORE PRINTING Color/grayscale: Color (regardless of printing in b/w) Scale to fit paper: OFF Print hidden slides: OFF POWERPOINT OPTIONS > ADVANCED > PRINT Print in background: OFF Third Quarter 2017 Earnings Presentation August 8, 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 June 30, 2017, filed with the U.S. Securities and Exchange Commission on August 8, 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 Financial Highlights – Q3 2017 ($’s in millions) Q3 2017 Q3 2016 Y/Y Change Net Sales $397.7 $395.7 0.5% Net Income $27.5 $20.6 33.0% Adjusted EBITDA(1) $62.0 $67.2 (7.7%) Net Income Margin 6.9% 5.2% +170 bps Adjusted EBITDA Margin(1) 15.6% 17.0% (140 bps) Net Income per Share $0.41 $0.33 24.2% Adjusted Net Income per Share(1) $0.44 $0.43 2.3% Market remained consistent with prior quarters; Forward indicators point to improvement over medium term Passing through YTD commodity inflation to market; Q3 pricing environment was more challenging in some products Adjusted EBITDA margin decline due to; • Dollar for dollar pass through of raw material inflation (100 bps) • Net price/mix vs cost, productivity, and cost management (40 bps) Closed two M&A transactions in quarter (1) See non-GAAP reconciliation in appendix Q3 Performance in line with our guidance

3 U.S. Construction Market F2017EAverage20102007 Prior peak Trough 45-year average Today US Nonresidential building construction starts (millions of square feet ) 1,666 1,275 1,031 Historical US single-family and multi-family housing starts (thousands of dwellings) 2005 2009 F2017EAverage Prior peak Trough 45-year average Today 2,068 554 1,450 1,240 679 Source: Dodge Data & Analytics F2016 Prior Year 1,047 F2016 Prior Year 1,220 -(2%) +2% Key markets that drive Atkore volume • 60% US Nonresidential Construction • 10% US Residential Construction • 16% Original Equipment Manufacturers • 8% International Nonresidential Construction • 6% Other Atkore volumes are driven by Nonresidential construction starts in square feet vs. dollars May Dodge Data & Analytics forecast for nonresidential construction points to contraction in 2017 and growth in 2018 (Influences 60% of Net Sales) (Influences 10% of Net Sales) Actual and Projected Business Volumes linked to Market Activity

4 Electrical Raceway Segment – Q3 Highlights Average selling prices up 6% from pass through of material costs Volume down 3% driven by soft steel conduit market; PVC & Copper products showing low single digit growth Adjusted EBITDA margin decline due to; • Dollar for dollar pass through of raw material inflation (110 bps) • Net price/mix vs cost, productivity, and cost management (110 bps) Steel Conduit PVC Conduit Armored Cable Flexible and Liquidtight Conduit Cable Tray, Cable Ladder & Fittings ($’s in millions) Q3 2017 Q3 2016 Y/Y Change Net Sales $266.3 $259.8 2.5% Adjusted EBITDA $48.0 $52.4 (8.4%) Adjusted EBITDA Margin 18.0% 20.2% (220 bps) Non-Residential Construction Activity Improving Slower than Expected

5 Mechanical Products & Solutions Segment Highlights Price up 6% due to pass through of material cost increases and initiatives Volume down 9% due primarily to impact of solar comparison, soft agriculture vertical, and delays in datacenter projects Adjusted EBITDA margin decline due to; • Dollar for dollar pass through of raw material inflation (100 bps) • Net price/mix vs cost, productivity, and cost management (150 bps) ($’s in millions) Q3 2017 Q3 2016 Y/Y Change Net Sales $131.7 $136.5 (3.5%) Adjusted EBITDA $19.0 $23.0 (17.5%) Adjusted EBITDA Margin 14.4% 16.9% (250 bps) Metal Framing & Related Fittings In-Line Galvanized Mechanical Tube Construction Design & Services Acquisitions Completed to Strengthen UK Portfolio and Razor Wire Capacity

6 Key Balance Sheet and Cash Flow Metrics ($mm) 6/30/2017 Cash and cash equivalents $96.2 Total Debt $492.1 CapEx $15.3 Net cash from operating activities $65.8 TTM Adjusted EBITDA(1) $229.4 Leverage Ratio (1) Total debt / TTM Adjusted EBITDA(1) 2.1x Net debt / TTM Adjusted EBITDA(1) 1.7x 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 June 25 ,2016 to June 30, 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 June 30, 2017 is reconciled in the appendix. 5.2x 3.5x 1.8x 1.7x FY 2014 FY 2015 FY 2016 TTM 6/30/17 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 (2) to 2% ~(4)% Adjusted EBITDA* $182 - $190mm $177 - $182mm Volume (4) to 0% ~(9)% Adjusted EBITDA* $80 - $85mm $70 - $76mm Adjusted EBITDA* $235 - $245mm $220 - $228mm Adjusted EPS* $1.55 - $1.65 $1.37 - $1.45 Capital Expenditures $25 - $28mm ~$25mm Interest Expense $27mm $27mm Tax Rate 33% 33% Diluted Shares** 67 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. 2017 Adjusted EBITDA is impacted year over year by 1 less working week vs. 2016 (~$5mm) and high 2016 solar comparison (~$13mm)

8 Key Takeaways • Current market not improving as fast as expected, macro drivers suggest low single digit growth in 2018 • M&A funnel and activity is gaining momentum • Focus on the Atkore Business System and self-help/productivity initiatives will continue to favorably impact results • 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 Q3 Performance in line with our guidance

Appendix

10 Segment Information A B C D E F G H Three Months Ended June 30, 2017 June 24, 2016 (in thousands) Net sales Adjusted EBITDA Adjusted EBITDA Margin Net sales Adjusted EBITDA Adjusted EBITDA Margin Electrical Raceway $ 266,275 $ 48,026 18.0 % $ 259,826 $ 52,438 20.2 % Mechanical Products & Solutions 131,679 $ 18,986 14.4 % 136,482 $ 23,024 16.9 % Eliminations (209 ) (584 ) Consolidated operations $ 397,745 $ 395,724

11 Adjusted earnings per share reconciliation A B C D E F G H Consolidated Atkore International Group Inc. Three Months Ended Nine months ended (in thousands, except per share data) June 30, 2017 June 24, 2016(b) June 30, 2017 June 24, 2016 (b) Net income $ 27,465 $ 20,645 $ 63,782 $ 43,224 Stock-based compensation 3,064 4,854 9,368 16,897 Consulting fee — 13,675 — 15,425 Loss (gain) on extinguishment of debt — — 9,805 (1,661 ) Gain on sale of joint venture — — (5,774 ) — Impact of Fence and Sprinkler exit — — — 811 Legal matters — 1,300 7,501 1,300 Other (a) 177 (10,055 ) (10,306 ) (5,842 ) Pre-tax adjustments to net income 3,241 9,774 10,594 26,930 Tax effect (1,160 ) (3,284 ) (3,188 ) (9,426 ) Adjusted net income $ 29,546 $ 27,135 $ 71,188 $ 60,728 Weighted-Average Common Shares Outstanding Basic 63,817 62,492 63,239 62,491 Diluted 66,939 62,492 66,613 62,491 Net income per share Basic $ 0.43 $ 0.33 $ 1.01 $ 0.69 Diluted $ 0.41 $ 0.33 $ 0.96 $ 0.69 Adjusted Net income per share Basic $ 0.46 $ 0.43 $ 1.13 $ 0.97 Diluted $ 0.44 $ 0.43 $ 1.07 $ 0.97 (a) Represents other items, such as lower-of-cost-or-market inventory adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions. (b) Prior year amounts have been revised for consistency to reflect the Company's election to treat all unusual legal matters and gains/losses on extinguishment of debt as an add-back to both Adjusted EBITDA and Adjusted Net Income.

12 Net Income to Adjusted EBITDA reconciliation A B C D E F G H Consolidated Atkore International Group Inc. Three Months Ended Nine months ended (in thousands) June 30, 2017 June 24, 2016 June 30, 2017 June 24, 2016 Net income $ 27,465 $ 20,645 $ 63,782 $ 43,224 Interest expense, net 5,811 10,169 20,872 30,617 Income tax expense 11,431 10,749 29,313 24,093 Depreciation and amortization 13,341 13,322 40,242 40,064 Loss (gain) on extinguishment of debt — — 9,805 (1,661 ) Restructuring & impairments (101 ) 326 700 2,395 Net periodic pension benefit cost — 110 — 330 Stock-based compensation 3,064 4,854 9,368 16,897 ABF product liability impact — 212 — 637 Consulting fee — 13,675 — 15,425 Legal matters — 1,300 7,501 1,300 Transaction costs 845 1,917 2,543 5,348 Gain on sale of joint venture — — (5,774 ) — Other (a) 177 (10,055 ) (10,306 ) (5,842 ) Impact of Fence and Sprinkler exit — — — 811 Adjusted EBITDA $ 62,033 $ 67,224 $ 168,046 $ 173,638 (a) Represents other items, such as lower-of-cost-or-market inventory adjustments, realized or unrealized gain (loss) on foreign currency transactions and release of certain indemnified uncertain tax positions.

13 Net debt / Adjusted EBITDA reconciliation A B C D E F G H Consolidated Atkore International Group Inc. ($ in thousands) June 30, 2017 September 30, 2016 September 25, 2015 September 26, 2014 Short-term debt and current maturities of long-term debt $ 4,215 $ 1,267 $ 2,864 $ 42,887 Long-term debt 487,921 629,046 649,344 649,980 Total debt 492,136 630,313 652,208 692,867 Less cash and cash equivalents 96,200 200,279 80,598 33,360 Net debt $ 395,936 $ 430,034 $ 571,610 $ 659,507 TTM Adjusted EBITDA $ 229,410 $ 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 1.7 x 1.8 x 3.5 x 5.2 x

14 Net Income to Adjusted EBITDA reconciliation A B C D E F G H Consolidated Atkore International Group Inc. TTM Three Months Ended (in thousands) June 30, 2017 June 30, 2017 March 31, 2017 December 30, 2016 September 30, 2016 Net income $ 79,354 $ 27,465 $ 18,935 $ 17,382 $ 15,572 Interest expense, net 32,053 5,811 5,231 9,830 11,181 Income tax expense 33,205 11,431 12,375 5,507 3,892 Depreciation and amortization 55,195 13,341 13,273 13,628 14,953 Loss (gain) on extinguishment of debt 9,805 — — 9,805 — Restructuring & impairments 2,401 (101 ) 412 389 1,701 Net periodic pension benefit cost 110 — — — 110 Stock-based compensation 13,598 3,064 3,584 2,720 4,230 ABF product liability impact 212 — — — 212 Consulting fee — — — — — Legal matters 7,583 — 7,501 — 82 Transaction costs 5,027 845 138 1,560 2,484 Gain on sale of joint venture (5,774 ) — (5,774 ) — — Other (3,359 ) 177 447 (10,930 ) 6,947 Adjusted EBITDA $ 229,410 $ 62,033 $ 56,122 $ 49,891 $ 61,364