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Deutsche Bank Leveraged Finance Conference
September 27, 2016
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 class action 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 final prospectus filed pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, filed
with the U.S. Securities and Exchange Commission on June 10, 2016 (File No. 333-209940), 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 net sales, Adjusted EBITDA. Adjusted EBITDA margin, Adjusted net income, Adjusted earnings per share, and Leverage ratio (net debt over Adjusted EBITDA on a trailing twelve month
basis) to help us describe our operating and financial performance. Adjusted net sales, 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 net sales, Adjusted EBITDA, Adjusted EBITDA margin,
Adjusted net income , Adjusted earnings per share and Leverage ratio, 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 net sales to net sales,
Adjusted EBITDA to net income, Adjusted net income to net income, Adjusted earnings per share to earnings per share, and net debt over Adjusted EBITDA on a trailing twelve month basis.
We have a 52- or 53-week fiscal year that ends on the last Friday in September. Fiscal 2015, 2014 and 2013 were 52-week fiscal years which ended on September 25, 2015, September 26, 2014 and
September 27, 2013, respectively. Our next fiscal year will end on September 30, 2016, and will be a 53-week year. Our fiscal quarters end on the last Friday in December, March and June.
Review of this Presentation should be done in conjunction with the Company’s most recent filings with the SEC, as the filings contain additional information and relevant definitions of the terms used herein.
.
2
Who are we?
Atkore is all around you
Cable Tray, Wire Basket
Tray & Cable Ladder
Armored Cable,
Luminary Cable & Fittings
Metal Framing & Fittings
Flexible Electrical Conduit
and Liquidtight Flexible Metal
Conduit & Fittings
PVC Electrical
Conduit & Fittings
Metal Electrical
Conduit & Fittings
In-Line Galvanized
Mechanical Tube
3
OEM
18%
Int'l
7%
Other
5%
U.S.
Construction
70%
Leading Electrical Raceway and Mechanical Products & Solutions provider
■ #1 or #2 market positions in most of our products1
■ Offer must-stock products to distribution and OEM
customers via single integrated platform
■ Established reputation as an industry leader in
quality, availability, delivery, value and innovation
■ Organized into two complementary segments:
Electrical Raceway and Mechanical Products &
Solutions (“MP&S”)
■ U.S.-centric player with large addressable market
and close adjacent opportunities
FY 2015 net sales
By reportable segment2 By end market
Addressable market opportunity3
$1B4
$13
Bil
li
o
n
Electrical
raceway
market
$78
Billio
n
U.S. electrical
products
market
$500M4
$3.8
Billio
n
U.S. mechanical
products &
solutions market
Electrical Raceway Mechanical Products & Solutions
1 Based on U.S. Adjusted net sales.
2 Split based on FY 2015 Adjusted net sales.
3 Management estimates based on market data and industry knowledge.
4 Atkore management estimates based on U.S. Adjusted net sales relative to the estimated U.S. addressable market size.
LTM 6/2016 financials
Adj. Net Sales $1,496mm
Adj. EBITDA $228mm
Adj. EBITDA Margin 15.2%
Mechanical
Products &
Solutions
35%
Electrical
Raceway
65%
4
$67
$86
$107
$162
9.0% 8.9%
10.6%
16.7%
0.06
0.08
0.1
0.12
0.14
0.16
0.18
FY 2013 FY 2014 FY 2015 LTM 6/2016
Adjusted EBITDA ($mm) Adjusted EBITDA Margin
PVC Electrical
Conduit & Fittings
27%
Armored Cable &
Fittings
33%
Other
8%
Metal Electrical
Conduit & Fittings
32%
Atkore’s Electrical Raceway segment
FY2015 net sales by product category
Adjusted EBITDA evolution ($mm)
Products that deploy, isolate and protect a structure’s electrical
circuitry from the original power source to the final outlet
■ Must-stock products for over 12,000 U.S. electrical distributor
branches
■ Range of solutions offers customers convenient and efficient
purchasing
■ Unique ability to co-load and bundle Electrical Raceway
products provides substantial competitive advantage
■ Industry leading quality, availability, delivery and innovation
Core products and market positions
Principal brands:
Armored Cable
PVC Conduit
Steel Conduit
#1 #1 #1
Flexible and
Liquidtight Conduit
Cable Tray, Cable
Ladder & Fittings
#3 #3
1
1 Other represents total Electrical Raceway net sales for FY2015 ($1,005mm) less Armored Cables & Fittings ($332mm), Metal Electrical Conduit & Fittings ($320mm) and PVC
Electrical Conduit & Fittings ($270mm).
FY2015 Net Sales: $1,005.6 mm
5
Metal Framing
and Fittings
32%
Mechanical
Pipe
53%
Other
15%
■ Comprehensive offering of metal framing and in-line galvanized
tubular products
■ Offer critical combination of metal framing, value-added fittings
and construction services to industrial and electrical distributors
■ ~60% of framing used to mount Electrical Raceway products
■ One of only two companies in the U.S. that manufacture and
market in-line galvanized tubular products on a national basis
■ 90% of in-line galvanized tubular products are sold directly or
indirectly to OEMs
Atkore’s Mechanical Products & Solutions segment
FY2015 Adjusted net sales by product category
Adjusted EBITDA ($mm)1
Products and services that frame, support and secure component parts in a broad range of structures,
equipment and systems in electrical, industrial and construction applications
Core products and market positions
Principal brands:
Metal Framing &
Related Fittings
In-Line Galvanized
Mechanical Tube
#1 #2
TBU – Update LTM March Financials
Historical financial performance
$63
$60
$80
$91
11.8%
11.0%
14.6%
17.3%
0.08
0.1
0.12
0.14
0.16
0.18
0.2
FY 2013 FY 2014 FY 2015 LTM 6/2016
Adjusted EBITDA ($mm) Adjusted EBITDA Margin
1
1 Other represents total MP&S Adjusted net sales for FY2015 ($546mm) less Mechanical Pipe ($287mm) and Metal Framing and Fittings ($175mm).
FY2015 Net sales $724.8 mm
FY2015 Adjusted net sales $546.2 mm
6
Atkore’s significant transformation
■ Limited strategic vision
■ Little customer coordination
■ Underperforming leadership
■ No growth or M&A strategy
2011 2011 - 2015 Atkore strategy
■ Leading market positions/brands
■ Upgraded over 90% of leadership
■ Developed clear strategy
■ Implemented Atkore Business System
(“ABS”)
■ Transformed portfolio (6 acquisitions,
4 divestitures and 4 closures)
■ Invested in new product development
■ Improved quality, delivery & service
■ Reduced fixed overhead
■ Drive growth
− Market position expansion
− New product innovation
− M&A growth execution
■ Expand margin
− Strategic and tactical pricing
− Mix driven by innovation and pricing
− Raw material and material usage savings
− Manufacturing productivity savings
− Volume leverage
■ Deliver cash flow
− Strong cash flow from earnings
− Limited CapEx requirements
− Efficient Working Capital Management
Electrical
Raceway
44%
MP&S
30%
Divested
Businesses
26%
Proven track record
Electrical
Raceway
65%
MP&S
35%
Portfolio
20111 LTM 6/20162
Adjusted net sales ($mm) Adjusted EBITDA and margin
1 Based on net sales.
2 Based on Adjusted net sales.
$1,250
$1,496
2011 LTM 6/2016
’11 – ’16 LTM
CAGR: 4.1%
$74
$228
5.9%
15.2%
2011 LTM 6/2016
Adjusted EBITDA ($mm) Margin
’11 – ’16 LTM
CAGR: 28.4%
7
The foundation for our improvement….
■ Market Intelligence and analysis
■ Portfolio analysis
■ Business development
■ “Evergreen” strategy
■ Product management
■ Culture of innovation
■ Talent assessment and
acquisition
■ Talent engagement
and development
■ Aligned incentives and
compensation
■ Resource deployment
and allocation analysis
■ Lean production system
■ Lean transactional
process excellence
■ Commercial excellence
■ Supply chain excellence
Strategy
Process
People
Adjusted EBITDA margin increased over 900bps1
Defective parts per million down 34%2
Perfect order rate increased from 81% to 92%2
ABS driving performance
1 From FY 2011 to LTM 6/2016.
2 From FY 2011 to FY 2015.
8
Where are we going….
Continue… to drive growth with ABS
Leverage... the Electrical Raceway portfolio
Capitalize... on the markets we serve
Expand... into high growth segments
Innovate… with new product development
Transform... with an active M&A process and pipeline
Financial overview
10
$112
$127
$164
$228
9% 8%
11%
15%
FY2013 FY2014 FY2015 LTM 6/24/16
Adjusted EBITDA % Margin
$740
$968 $1,006 $968
$538
$543 $546 $528
$1,277
$1,510 $1,551 $1,496
FY2013 FY2014 FY2015 LTM 6/24/2016
Electrical Raceway MP&S
Proven growth with improving top line and strong conversion of sales into cash
Adjusted net sales ($mm)
Adjusted EBITDA ($mm)
’13 – ’16LTM CAGR: 29%
’13 – ’16LTM CAGR: 6%
1Gross profit margin calculated as % of net sales.
$212
$227
$273
$346
14% 13%
16%
22%
FY2013 FY2014 FY2015 LTM 6/24/16
Gross profit % Margin
Gross profit ($mm)
’13 – ’16LTM CAGR: 19%
1
Strong earnings momentum driven by pricing
excellence, lean daily management, and rigorous
strategy deployment process from ABS
11
Strong Balance Sheet and Cash Flow
1Defined as total debt less cash and cash equivalents.
3.5x
2.8x
2.4x
2.2x
LTM 9/25/2015 LTM 12/25/2015 LTM 3/25/2016 LTM 6/24/2016
Net Debt1 / Adjusted EBITDA
$97 $102
$137
$208
87%
81% 84%
91%
FY2013 FY2014 FY2015 LTM 6/24/16
Adjusted EBITDA less capex % of Adjusted EBITDA
Adjusted EBITDA less CapEx ($mm)
’13 – ’16LTM CAGR: 32%
Cash flow generation
■ CapEx
‒ Disciplined approach (~2% of Adjusted net sales1)
‒ Investments made to expand and update production
capacity and to improve productivity of operations
■Working capital
‒ Across the board improvements
Balance Sheet
■ No ABL Debt outstanding
‒ $245 million of availability
‒ Liquidity of $376 million
■Maturity of term loans not until 2021
‒ Covenant lite
‒ Reduced second lien debt by $19 million in Q2
FY2016
Summary
13
Atkore’s key attributes – Strong company with growth upside
Leading market positions and strong brands
Superior customer value proposition with a compelling portfolio
Significant scale providing barriers to entry
Attractive growth strategy
Strong platform for growth across attractive end-markets
Incremental product innovation and M&A growth drivers
Strong profitability and cash flow profile with future runway
Team built to outperform
Appendix
15
3rd Quarter and Nine Month Financial Information
P&L and Cash Flow 4th Quarter
$mm FY2016 FY2015 $ % FY2016 FY2015 $ % FY2015
Net Sales 395.7$ 432.4$ (36.6)$ (8.5%) 1,107.1$ 1,291.4$ (184.2)$ (14.3%) 437.8$
Cost of Sales 284.2 353.8 (69.6) (19.7%) 831.8 1,089.6 (257.8) (23.7%) 366.8
Gross Profit 111.5 78.5 33.0 42.0% 275.3 201.8 73.6 36.5% 71.0
% margin 28.2% 18.2% 24.9% 15.6% 16.2%
SG&A 64.4 45.7 18.7 40.9% 162.4 130.5 31.9 24.5% 55.3
% sales 16.3% 10.6% 14.7% 10.1% 12.6%
Intangibles Amortization Expense 5.6 5.2 0.3 6.0% 16.7 15.8 0.9 5.6% 6.3
Impairment 0.0 0.0 0.0 NA 0.0 0.0 0.0 NA 27.9
Interest Expense 10.2 11.2 (1.0) (9.3%) 30.6 33.6 (3.0) (8.9%) 11.2
Income Tax Expense 10.7 (2.7) 13.4 n/a 24.1 (0.2) 24.3 n/a (2.7)
Net Income (Loss) 20.6 19.1 1.6 8.3% 43.2 22.1 21.1 95.6% (27.1)
Adjusted EBITDA 67.2 46.7 20.5 44.0% 173.6 110.0 63.7 57.9% 54.0
% sales 17.0% 10.8% 15.7% 8.5% 12.3%
Capital Expenditures 4.5 8.0 (3.5) (44.0%) 13.5 20.6 (7.1) (34.3%) 6.3
Operating Cash Flow 2.9$ 30.2$ (27.3)$ (90.5%) 85.0$ 30.2$ 54.8$ 181.3% 110.9$
Debt Metrics June Sept
$mm FY2016 FY2015 $ %
Total Debt 631.5$ 652.1$ (20.6)$ (3.2%)
Cash 131.1 80.6 50.5 62.7%
Net Debt 500.4$ 571.5$ (71.1)$ (12.4%)
LTM Leverage Ratio 2.2 3.4 (1.2) (35.8%)
Interest Coverage 6.6 4.2 2.4 58.8%
First Lien Debt 412.7 416.9 (4.2) (1.0%)
LTM First Lien Leverage Ratio 1.8 2.0 (0.2) (10.1%)
2016 H/(L) than 2015 2016 H/(L) than 2015Q3 YTD3rd Quarter
2016 H/(L) than 2015
16
Capitalization
($mm)
6/24/2016 Maturities Rate
Cash and cash equivalents $131
ABL credit facility — Oct. 2018 L+1501
First lien term loan 411 Apr. 2021 L+3502
Second lien term loan 229 Oct. 2021 L+6752
Other debt - Apr. 2017 Various
Gross debt $640
(Debt fees) (9)
Total debt $631
LTM Adjusted EBITDA $228
LTM Adjusted EBITDA less CapEx $208
Leverage
Total debt / Adjusted EBITDA 2.8x
Net debt3 / Adjusted EBITDA 2.2x
1 Pricing subject to grid.
3 1% LIBOR floor.
3 Defined as total debt less cash and cash equivalents.
17
Fiscal year ended 3 months ended 9 months ended 12 months ended
($mm)
Sept. 27,
2013
Sept. 26,
2014
Sept. 25,
2015
Jun 26,
2015
Sep 25,
2015
Jun 24,
2016
Jun 26,
2015
Jun 24,
2016
Jun 26,
2015
Jun 24,
2016
Net sales
$1,476
$1,703
$1,729
$432 $438
$396 $1,291 $1,107 $1,746 $1,545
Impact of Fence and
Sprinkler exit (199) (193) (179) (45) (41) - (137) (8) (185) (49)
Adjusted net sales $1,277 $1,510 $1,551 $387 $396 $396 $1,154 $1,099 $1,560 $1,496
Adjusted net sales reconciliation
a) Restructuring amounts represent exit or disposal
costs including termination benefits and facility
closure costs. Impairment amounts represent write-
downs of goodwill, intangible assets and/or long-lived
assets
b) Represents pension costs in excess of cash funding
for pension obligations in the period
c) Represents stock-based compensation expenses
related to options awards and restricted stock units
d) Represents changes in our estimated exposure to
ABF matters
e) Represents amounts paid to CD&R and, until April 9,
2014, to Tyco. In connection with this offering, we
expect to enter into a termination agreement with
CD&R, pursuant to which the parties will agree to
terminate this consulting fee
f) Represents expenses associated with acquisition and
divestiture-related activities
g) Represents other items, such as lower of cost or
market inventory adjustments and the impact of
foreign exchange gains or losses related to our
divestiture in Brazil
h) Represents historical performance of Fence and
Sprinkler and related operating costs
A
B
C
D
E
F
G
H
a) Restructuring amounts represent exit or
disposal costs including termination
benefits and facility closure costs.
Impairment amounts represent write-
downs of goodwill, intangible assets
and/or long-lived assets
a) Includes items such as lower of
cost or market inventory
adjustments and the impact of
foreign exchange gains or
losses related to the Brazil
divestiture
Note: Numbers in each column may not sum to their respective reported Adjusted net sales figures due to rounding.
Consolidated Atkore
Fiscal year ended 3 months ended 9 months ended 12 months ended
($mm)
Sept. 27,
2013
Sept. 26,
2014
Sept. 25,
2015
Jun 26,
2015
Sep 25,
2015
Jun 24,
2016
Jun 26,
2015
Jun 24,
2016
Jun 26,
2015
Jun 24,
2016
Net sales
$737
$736
$725
$181 $184
$136 $541 $394 $736 $577
Impact of Fence and
Sprinkler exit (199) (193) (179) (45) (41) - (137) (8) (185) (49)
Adjusted net sales $538 $543 $546 $136 $142 $136 $404 $386 $551 $528
Mechanical Products & Solutions
18
Fiscal year ended 3 months ended 9 months ended 12 months ended
($mm)
Sept. 30,
20111
Sept. 28,
2012
Sept. 27,
2013
Sept. 26,
2014
Sept. 25,
2015
Jun 26,
2015
Jun 24,
2016
Jun 26,
2015
Jun 24,
2016
Jun 26,
2015
Jun 24,
2016
Net income (loss)
$(38.4)
$2.0
$(61.2)
$(73.9)
$(5.0)
$19.0
$20.6 $22.1 43.2 $(14.6) 16.2
Loss from discontinued
operations, net of tax 5.6 5.1 42.7 - - - - - - - -
Depreciation and
amortization
12.2
38.6
48.4
58.7
59.5
14.3
13.3 43.3 40.1 58.3 56.2
(Gain) on
extinguishment of debt
-
-
-
43.7
-
-
- - (1.7) - (1.7)
Interest expense, net
49.1
50.1
47.9
44.3
44.8
11.2
10.2 33.6 30.6 44.7 41.8
Income tax expense
(benefit)
(9.3)
(3.3)
(3.0)
(32.9)
(2.9)
(2.7)
10.7 (0.2) 24.1 (17.4) 21.4
Restructuring and
impairments
0.9
12.7
10.9
46.7
32.7
0.5
0.3 0.6 2.4 46.2 34.5
Net periodic pension
benefit cost
1.6
2.9
3.4
1.4
0.6
0.1
0.1 0.4 0.3 0.8 0.5
Stock-based
compensation
1.4
1.0
2.2
8.4
13.5
0.7
4.9 2.5 16.9 8.6 28.0
Consulting fee
6.0
6.0
6.0
4.9
3.5
0.9
13.7 2.6 15.4 3.5 16.3
Multi-employer pension
withdrawal - - 7.3 - - - - - - - -
Legal Settlements - - - - - - 1.3 - 1.3 - 1.3
Transaction costs
17.3
1.3
1.8
5.0
6.0 2.9 1.9 4.0 5.3 5.4 7.9
Other
33.5
11.5
9.1
15.5
14.1 3.2
(9.8) 6.0 (5.1) 13.0 2.3
Impact of Fence and
Sprinkler
(5.6)
(3.2)
(3.8)
5.0
(2.9)
(3.4)
- (4.9) 0.8 (1.2) 3.0
Adjusted EBITDA $74.3 $124.9 $111.6 $126.6 $164.0 $46.7 $67.2 $110.0 $173.6 $147.3 $227.6
Adjusted EBITDA reconciliation
a) Restructuring amounts represent exit or disposal
costs including termination benefits and facility
closure costs. Impairment amounts represent write-
downs of goodwill, intangible assets and/or long-lived
assets
b) Represents pension costs in excess of cash funding
for pension obligations in the period
c) Represents stock-based compensation expenses
related to options awards and restricted stock units
d) Represents changes in our estimated exposure to
ABF matters
e) Represents amounts paid to CD&R and, until April 9,
2014, to Tyco. In connection with this offering, we
expect to enter into a termination agreement with
CD&R, pursuant to which the parties will agree to
terminate this consulting fee
f) Represents expenses associated with acquisition and
divestiture-related activities
g) Represents other items, such as lower of cost or
market inventory adjustments and the impact of
foreign exchange gains or losses related to our
divestiture in Brazil
h) Represents historical performance of Fence and
Sprinkler and related operating costs
A
B
C
D
E
F
G
A
B
C
D
E
F
G
H
a) Restructuring amounts represent exit or
disposal costs including termination
benefits and facility closure costs.
Impairment amounts represent write-
downs of goodwill, intangible assets
and/or long-lived assets
a) Includes items such as lower of
cost or market inventory
adjustments and the impact of
foreign exchange gains or
losses related to the Brazil
divestiture
H
Confirm multi-employer pension for 6-month ended Mar 2015
and Mar 2016 - 1.2 and 3.4 in S-1 but 0 for full year ended
2015 and 2016
Note: Numbers in each column may not sum to their respective reported Adjusted EBITDA figures due to rounding.
1 Includes the predecessor period from September 25, 2010 through December 22, 2010 and the successor period from December 23. 2010 through September 30, 2011.
I
19
3 months ended 12 months ended
($mm) Sept. 25, 2015 Dec. 25, 2015 Mar. 25, 2016
Dec 25,
2015
Mar. 25,
2016
Net (loss) income $(27.1) $8.6 $14.0 $6.4
$14.6
Loss from discontinued operations,
net of tax - - - - -
Depreciation and amortization 16.1 13.5 13.2 58.2
57.2
(Gain) on extinguishment of debt - - (1.7) -
(1.7)
Interest expense, net 11.2 9.9 10.6 43.8
42.8
Income tax expense (benefit) (2.7) 4.6 8.7 2.0
8.0
Restructuring and impairments 32.1 1.3 0.8 34.0
34.6
Net periodic pension benefit cost 0.1 0.1 0.1 0.5
0.5
Stock-based compensation 11.1 2.0 10.0 14.1
23.8
Consulting fee 0.9 0.9
0.9 3.5
(0.9)
Multi-employer pension withdrawal - - - -
3.5
Legal Settlements - - - - -
Transaction costs 2.0 0.7
2.8 6.2
8.3
Other 8.1 5.7
(1.1) 18.0
16.7
Impact of Fence and Sprinkler 2.2 0.8
- (1.9)
(0.4)
Adjusted EBITDA $54.0 $48.1 $58.4 $184.9 $207.1
Adjusted EBITDA reconciliation
a) Restructuring amounts represent exit or disposal
costs including termination benefits and facility
closure costs. Impairment amounts represent write-
downs of goodwill, intangible assets and/or long-lived
assets
b) Represents pension costs in excess of cash funding
for pension obligations in the period
c) Represents stock-based compensation expenses
related to options awards and restricted stock units
d) Represents changes in our estimated exposure to
ABF matters
e) Represents amounts paid to CD&R and, until April 9,
2014, to Tyco. In connection with this offering, we
expect to enter into a termination agreement with
CD&R, pursuant to which the parties will agree to
terminate this consulting fee
f) Represents expenses associated with acquisition and
divestiture-related activities
g) Represents other items, such as lower of cost or
market inventory adjustments and the impact of
foreign exchange gains or losses related to our
divestiture in Brazil
h) Represents historical performance of Fence and
Sprinkler and related operating costs
A
B
C
D
E
F
G
A
B
C
D
E
F
G
H
a) Restructuring amounts represent exit or
disposal costs including termination
benefits and facility closure costs.
Impairment amounts represent write-
downs of goodwill, intangible assets
and/or long-lived assets
a) Includes items such as lower of
cost or market inventory
adjustments and the impact of
foreign exchange gains or
losses related to the Brazil
divestiture
H
Confirm multi-employer pension for 6-month ended Mar 2015
and Mar 2016 - 1.2 and 3.4 in S-1 but 0 for full year ended
2015 and 2016
Note: Numbers in each column may not sum to their respective reported Adjusted EBITDA figures due to rounding.
I
20
Adjusted EBITDA reconciliation (cont’d)
a) Restructuring amounts represent exit or disposal costs including termination benefits and facility closure costs. Impairment amounts
represent write-downs of goodwill, intangible assets and/or long-lived assets
b) Represents pension costs in excess of cash funding for pension obligations in the period
c) Represents stock-based compensation expenses related to options awards and restricted stock units
a) Represents amounts paid to CD&R and, until April 9, 2014, to Tyco.
a) Represents our proportional share of a multi-employer pension liability from which we withdrew in fiscal 2013
b) Represents gain/(loss) recognized in litigation settlements
c) Represents expenses associated with acquisition and divestiture-related activities
d) Represents other items, such as lower-of-cost-or-market inventory adjustments and the impact of foreign exchange gains or losses
related to our divestiture in Brazil, and changes in our exposure to ABF matters
e) Represents historical performance of Fence and Sprinkler and related operating costs
A
B
C
D
E
F
G
H
I
21
Net debt / LTM Adjusted EBITDA reconciliation
A
B
C
D
E
F
G
H
$mm
Jun 24,
2016
Mar 25,
2016
Dec 25,
2015
Sep 25,
2015
Short-term debt and current maturities
of long-term debt
1.3$ 1.9$ 2.5$ 2.9$
Long-Term Debt 630.2 630.4 649.2 649.3
Total Debt 631.5 632.3 651.7 652.2
Less cash and cash equivalents 131.1 134.5 127.2 80.6
Net Debt 500.4 497.8 524.5 571.6
LTM Adjusted EBITDA 227.6 207.1 184.9 163.9
Net debt/LTM Adjusted EBITDA 2.2 2.4 2.8 3.5