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1
Cautionary statements
This presentation does not constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes. 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 registration statement on Form S-1/A
that the issuer has filed with the SEC on February 15, 2017 (Registration No. 333-215970), 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, and Net Debt to help us describe our operating and financial performance. Adjusted net sales, Adjusted
EBITDA and Adjusted EBITDA margin 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 and Adjusted EBITDA margin 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. Reconciliations of non-
GAAP measures to GAAP are provided in the appendix.
We have a fiscal year that ends on September 30. It is the Company’s practice to establish quarterly closings using a 4-5-4 calendar. Our fiscal quarters end on the last Friday in
December, March and June. Prior to fiscal 2016, the fiscal year ended on the last Friday in September. Fiscal 2016 was a 53-week fiscal year, which ended on September 30, 2016.
Fiscal 2015 and 2014 were 52-week fiscal years, which ended on September 25, 2015 and September 26, 2014, respectively.
2
Today’s presenters
Name Position Experience
John
Williamson
President, Chief Executive Officer and Director of Atkore
Member of Board of Governors; National Electrical Manufacturers
Association (NEMA)
Joined the Company in 2011
Jim Mallak
Vice President and Chief Financial Officer of Atkore
Joined the Company in 2012
3
$106 $106
1st Half
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
LTM Mar. 31, 2017 net sales breakdown
By reportable segment By end market
Addressable market opportunity3
$1bn4
$13
Bil
li
o
n
Electrical
raceway
market
$78
Billio
n
U.S. electrical
products
market
$500mm4
$3.8
Billio
n
U.S. mechanical
products &
solutions market
Electrical Raceway Mechanical Products & Solutions
Note: Fiscal year financials unless otherwise noted as LTM.
1 Based on U.S. Adjusted net sales as of LTM Mar. 31, 2017.
2 See non-GAAP reconciliations in Appendix.
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.
5 As of LTM March 25, 2016 and LTM March 31, 2017, respectively.
U.S.
Construction
70%
OEM
16%
Int'l
8%
Other
6%
Electrical
Raceway
66%
Mechanical
Products &
Solutions
34%
$101
$128
2nd Half
$164
$235
Full year
Strong recent financial performance (Adjusted EBITDA)2
Adj. EBITDA margin / Y-o-Y margin improvement
($mm)
LTM Mar. 31, 2017 net sales: $1,522mm
$207
$235
LTM Mar.
15.8%
+300bps
15.5%
+490bps
15.4%
+150bps
FY 2015 FY 2016 FY 2017
5
14.9%
-20bps
4
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
Atkore all around you
5
$86
$107
$175
$183
9%
11%
18% 18%
6%
8%
10%
12%
14%
16%
18%
20%
FY 2014 FY 2015 FY 2016 LTM Mar. 31,
2017
Adjusted EBITDA ($mm) Adjusted EBITDA Margin
PVC Electrical
Conduit & Fittings
24%
Armored Cable &
Fittings
35%
Other
6%
Metal Electrical
Conduit & Fittings
35%
Atkore’s Electrical Raceway segment
LTM Mar. 31, 2017 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 13,000 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 CablePVC ConduitSteel 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 LTM Mar. 31. 2017 ($1,006mm) less Armored Cable & Fittings ($354mm), Metal Electrical Conduit & Fittings ($353mm) and
PVC Electrical Conduit & Fittings ($239mm).
LTM Mar. 31, 2017 net sales: $1,006mm
6
Metal Framing
and Fittings
36%
Mechanical
Pipe
42%
Other
22%
■ Comprehensive offering of metal framing and in-line galvanized
tubular products
■ Offer critical combination of metal framing, value-added fittings
and construction services to industrial and electrical distributors
■ ~60% of framing used to mount Electrical Raceway products
■ One of only two companies in the U.S. that manufacture and
market in-line galvanized tubular products on a national basis
■ 90% of in-line galvanized tubular products are sold directly or
indirectly to OEMs
Atkore’s Mechanical Products & Solutions segment
LTM Mar. 31, 2017 Adjusted net sales by product category
Products and services that frame, support and secure component parts in a broad range of structures,
equipment and systems in electrical, industrial and construction applications
Core products and market positions
Principal brands:
Metal Framing &
Related Fittings
In-Line Galvanized
Mechanical Tube
#1#2
Adjusted EBITDA evolution ($mm)
$60
$80
$89
$82
11%
15%
17%
16%
8%
10%
12%
14%
16%
18%
20%
FY 2014 FY 2015 FY 2016 LTM Mar. 31,
2017
Adjusted EBITDA ($mm) Adjusted EBITDA Margin
1
1 Other represents total MP&S Adjusted net sales for LTM Mar. 31, 2017 ($517mm) less Mechanical Pipe ($217mm) and Metal Framing and Fittings ($186mm).
LTM Mar. 31, 2017 net sales $517mm
7
Atkore’s significant transformation
■ Limited strategic vision
■ Little customer coordination
■ Underperforming leadership
■ No growth or M&A strategy
2011 2011 - 2016 Atkore strategy
■ Leading market positions/brands
■ Upgraded over 90% of leadership
■ Developed clear strategy
■ Implemented Atkore Business System
(“ABS”)
■ Transformed portfolio (6 acquisitions
and 6 divestitures / 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 with majority of growth from initiatives in Atkore’s control
Portfolio evolution
FY 20111 FY 20162
1 Based on net sales.
2 Based on Adjusted net sales.
3 Illustrative. Actual results may vary.
Electrical
Raceway
65%
MP&S
35%
Adjusted EBITDA margin evolution
5.9%
15.5%
20%+
FY 2011
Adjusted
EBITDA
margin
Portfolio Commodity Strategic
pricing
and mix
management
Productivity FY 2016
Adjusted
EBITDA
margin
Further
opportunity
Illustrative
long-term
Adj. EBITDA
margin 3
8
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 920bps1
Defective parts per million down 83%1
Perfect order rate increased from 81% to 96%1
ABS driving performance
1 From FY 2011 to LTM Mar. 31, 2017.
9
Name / Position
Relevant
Experience
Electrical Industry
Experience Experience Gained With
John P. Williamson
President & Chief Executive Officer
30 years 16 years
James A. Mallak
Chief Financial Officer
30 years 4 years
Peter Lariviere
President, Cable Solutions
25 years 10 years
Bill Waltz
President, Conduit & Fittings
27 years 2 years
Mike Schulte
President, Mechanical Products & Solutions 20 years 2 years
Rodney Long
Senior Vice President of Sales 26 years 29 years
Gary Uren
Vice President,
Business Development & Strategy
29 years 35 years
Kevin Fitzpatrick
Vice President, Global Human Resources 25 years 5 years
Lisa Winter
Director, Corporate Communications 22 years 10 years
Dan Kelly
Vice President, General Counsel & Secretary 29 years 2 years
Steve Robins
Vice President, Strategic Sourcing 22 years 7 years
Keith Whisenand
Vice President, Investor Relations 20 years 1 year
...supported by a team built to outperform
Investment highlights
11
Investment highlights
Leading market positions and strong brands
Superior customer value proposition with a compelling portfolio
Significant scale providing barriers to entry
Focused growth strategy to attack substantial market opportunity
a. Capitalize on attractive end-market growth dynamics
b. Grow market share with new and existing customers
c. Execute on strategic pricing and mix opportunities
d. Expand product offering through innovation
e. Pursue M&A to deliver incremental growth
Strong profitability with clear runway for further improvement
1
2
3
4
a
5
Strong company
Growth upside
Momentum &
runway for results
12
Leading market positions and strong brands1
Leading market positions in each of our core businesses
#1
#1
#1
#1
#2
Rank
35%
38%
39%
80%
23%
Market share1
Steel
Conduit
PVC Conduit
Armored
Cable
In-line
Galvanized
Mechanical
Tube
Metal
Framing and
Related
Fittings
1 Management estimates based on market data and industry knowledge. Market share is based on U.S.
Adjusted net sales relative to the estimated U.S. addressable market size, as of FY 2016.
13
Global
Electrical
Distributors
Independent
Electrical
Distributors
Industrial
Distributors
& Big Box
Retail
■ Brands and reputation
■ Product breadth
■ Bundling, co-loading and value-add advantages
■ Quality, availability, delivery and service
2
Value proposition Blue chip customer base
Superior customer value proposition with a compelling portfolio
14
3
Industry-leading scale that allows us to provide:
Broad portfolio of products, enabling us to
deliver integrated source-to-outlet electrical
solutions
Value-added reliable service and on-time
delivery solidifying our customer value
proposition
Difficult-to-replicate manufacturing
technologies such as in-line galvanizing
Significant scale provides procurement
advantages from bulk buying raw materials
Manufacturing and distribution footprint well positioned in
the largest electrical products markets across the U.S.
Source: Disc Corporation
Manufacturing
& Distribution
Sales Agent
Distribution Only
Atkore footprint
>$5bn
>$1bn; <$2bn
>$2bn; <$5bn
<$1bn
U.S. Electrical
distributor sales
Significant scale providing barriers to entry
15
4
a) Capitalize on attractive end-market growth
dynamics
b) Grow market share with new and existing
customers
c) Execute on strategic pricing and mix
opportunities
d) Expand product offering through innovation
e) Pursue M&A to deliver incremental growth
Focused growth strategy to attack substantial market opportunity
$0.5bn2
$3.8bn
U.S. Mechanical
Products &Solutions
market
Electrical Raceway
Mechanical Products & Solutions
$1bn2
$13bn
U.S. Electrical Raceway
market
Substantial addressable market opportunity1
1 Management estimates based on market data and industry knowledge.
2 Atkore management estimates based on U.S. Adjusted net sales relative to the estimated U.S. addressable market size, as of LTM Mar. 31, 2017.
16
OEM
16%
International
8%
Other
6%
U.S. construction
70%
MR&R
23%
New residential
construction
16%
Infrastructure
5%
New non-
residential
construction
56%
Atkore is geared to U.S. non-residential construction
11%
9%
8%
5%
4%
Source: Dodge Data & Analytics as of November 2016.
1 MR&R includes non-residential and residential markets.
4a
LTM Mar. 31, 2017 net sales
by end market
U.S. construction
1
Capitalize on attractive end-market growth dynamics
Non-residential construction remains
well below long-term average levels
Atkore to continue to benefit from
long-term secular trends:
‒ Digitization of buildings –
LED lighting and automation
‒ Data center growth
Near-term growth outlook
Overall non-residential:
4%
Medium to long-term growth outlook
Modest non-residential recovery
expected over next fiscal year
Upside from exposure to higher-
growth non-residential verticals
Sluggish industrial recovery
providing headwinds in first half of FY
’17
Benefitting from high-growth non-resi sub-sectors
(2016 – 2019 CAGR)
17
Grow market share with new and existing customers4b
A
ll
st
rate
g
ic
b
u
s
in
ess
u
n
it
s
E
lect
ri
c
a
l
R
ace
w
a
y
i
n
f
o
c
u
s
All customers
Large national
accounts
Regional and
smaller
independent
distributors
Segment by 13 SBUs
Incentivize each SBU General
Manager to serve and grow
with top customers
Provide each SBU with
necessary resourcesCo
n
st
a
n
t
im
p
ro
v
e
m
e
n
t
e
n
a
bl
e
d
b
y
A
B
S
Strategy Impact
Adjusted EBITDA growth
in 12 of 13 SBUs
in FY 2016
Disproportionately grow with
largest Electrical Distributors
that value our entire offering
One supplier across broad
product offering
Bundle rebates to drive
outcomes
Op
e
ra
tiona
l
s
upe
rior
it
y
–
q
u
a
lit
y,
d
e
liv
e
ry
,
a
v
a
ila
b
ilit
y
a
n
d
e
a
s
e
14% sales CAGR with
top 5 customers
from FY 2014 – FY 2016
24% increase in
Atkore Atvantage sales
from FY 2015 – FY 2016
Atkore Atvantage – penetrate
independents that value our
bundling and co-loading
Price and new products in
exchange for entire full product
portfolio
18
Execute on strategic pricing and mix opportunities 4c
Step 2:
Improve
performance
Step 1:
Develop
capabilities
Step 3:
Optimize
mix
Step 4:
Complete
roll-out
Developing mindset,
skillset and toolset on
how to price effectively
Better quality, delivery,
availability and ease of
doing business
Shifting sales to most
favorable products,
geographies and
customers
Leveraging pricing across
all business units and
applying lessons learned
to MP&S
P
rogr
e
s
s
De
s
c
riptio
n
(Launched in 2013)
(Launched in 2011; hit
critical level in 2015)
(Launched in 2014)
Situation: Underperforming
Raceway product category
Action: Purposefully shifted
mix to higher value products
(increased margin by 500bps in
some segments)
In
a
c
tio
n
Situation: Created Raceway
pricing management tools
Action: Focused process
enabled margin improvement
of 1,000bps for some products
Situation: Lost Mechanical
Pipe business on price
Action: Re-won business at
higher margin and volume –
competitor couldn’t perform
Over 500 bps of Adj. EBITDA margin improvement
(FY 2011 – FY 2016)
Opportunity to drive an
incremental 200 bps of
long-term Adj. EBITDA
margin improvement
(Launched in H2 2016)
19
2016
■ 9 new products
(7 Electrical Raceway and
2 MP&S)
A track record of successful innovation across businesses Luminary Cable example
Opportunity RecognitionSolution
■ Demand for
building and
lighting
automation
due to
increasing
cost of
electricity
EC&M Magazine
“Product of the
Year” award for
the Wire and
Cable Category –
May 2015
TED Magazine
“Best of the
Best” Award for
Product Launch:
Supplier over
$250m category
– August 2015
■ Reduces
installation labor
cost by ~30%,
saving $2,000
per 20,000 feet
of cable
installation on
average
2009
■ 2 new products
(2 Metal Conduit)
2012
■ 4 new products
(Metal Framing, Metal
Conduit, Armored Cable,
and Cable Tray)
2013
■ 6 new products
(3 Metal Framing, 2 Cable
Tray, and Armored Cable)
2015
■ 4 new products
(3 Metal Framing and
Metal Conduit)
Expand product offering through innovation
Robust new product pipeline catalyzing incremental growth
~70 total new products in the pipeline (all stages)
‒ 37 new Electrical Raceway products
‒ 33 new Mechanical Products & Solutions products
Focused on products delivering labor efficiencies
and in high-growth markets
8
3 5 1
20 4
1
6
4
18
12
4
11
5
38
Stage 1:
Scoping
Stage 2:
Planning
Stage 3:
Development
Stage 4:
Launch prep.
Stage 5:
Launch (2016)
Electrical Raceway MP&S
(Number of new products)
4d
20
2011
2012
Pursue M&A to deliver incremental growth
■ Focused effort to build out our Raceway and MP&S
positions
- Strengthening our value proposition by continued
development of our existing portfolio
- Expanding into higher margin adjacencies
■ Leverage our manufacturing technology and capabilities
to expand into new markets
■ Leverage ABS, talent, culture & balance sheet
- Add a new platform
Market size
Current
Atkore
Presence
New
Category
Electrical and Flexible
Conduit
$4bn
Armored Cable
Electrical Fittings
Cable Management
Cable Accessories
$9bn
Electrical Enclosures
Raceway Tools
...with substantial market opportunitiesThree-pronged M&A strategy...
■ 8 acquisitions and 6 divestitures / closures completed
since 2011
■ Proven ability to integrate acquisitions
- Strong track record of identifying and realizing
meaningful synergies through seamless integration
■ Strong balance sheet with capacity for M&A
■ Substantial M&A pipeline
- More than 50 total opportunities (all stages)
Robust M&A capability...
4e
...developed through a history of successful acquisitions
2013
2014
Q3 2017
21
15.4%
20%+
Atkore LTM Mar 31,
2017
Adj. EBITDA
margin
Strategic
pricing and mix
initiatives
Productivity
initiatives
Other initiatives
and upside
Illustrative
long-term
Adj. EBITDA
margin
Strategic pricing and mix
Continued roll-out of strategic pricing to
both Electrical Raceway and MP&S
Purchasing standard work
Illustrative Atkore adjusted EBITDA margin opportunity Potential upside from key initiatives
Productivity
Manufacturing excellence – conversion
cost reduction and footprint optimization
Supply chain optimization – purchasing,
warehousing, freight and logistics
SG&A and transactional productivity
Other and upside
Share gains with most profitable
customers
Incremental growth and margin uplift from
new products
Highly synergistic M&A in existing and
adjacent markets
Operating leverage as non-residential
market returns to long-term averages
Source: Management estimates.
Note: Analysis is illustrative. Actual results may vary.
Strong profitability with clear runway for further improvement5
Financial overview
23
Impressive financial momentum
Adjusted EBITDA ($mm) and Y-o-Y growth rate1
$32 $27 $30
$37
$27
$36
$47
$54
$48
$58
$67
$61
$50
$56
Q1 Q2 Q3 Q4
-4%
Adjusted EBITDA margin and Y-o-Y margin improvement
9.2%
7.6% 7.6%
9.2%
7.1%
9.3%
12.1%
13.6% 13.7%
16.5% 17.0%
14.7% 14.8% 15.1%
Q1 Q2 Q3 Q4
FY 2014 FY 2015 FY 2016 FY 2017
-140
bps
Y-o-Y % growth / margin improvement
8.4% 8.3%
10.6%
13.9%
15.5% 15.4%
Full year LTM March
$127 $130
$164
$207
$235 $235
Full year LTM March
Note: Fiscal year financials unless otherwise noted as LTM.
1 See non-GAAP reconciliations in appendix.
2 As of LTM March 27, 2015, LTM March 25, 2016 and LTM March 31, 2017, respectively.
-16%
+77%
+4%
+32%
+62%
+57%
+44%
+45%
+14%
+30%
+43%
+59%
+13%
-200
bps
+660
bps
+110
bps
+170
bps
+720
bps
+450
bps
+490
bps
+440
bps
+110
bps
+220
bps
+490
bps
+560
bps
+150
bps
2
2
24
Key Market Influences by Segment Growth Outlook
Electrical
Raceway
(65% of FY 2016
Adjusted net sales)
Mechanical
Products &
Solutions
(35% of FY 2016
Adjusted net sales)
FY 2017
Healthcare
Industrial
Residential Construction
Sluggish
recovery
Low to Mid
Single Digit
New non-
residential
39%
Industrial (OEM)
16%
MR&R
16%
New residential
11%
Other
18%
LTM Mar. 31, 2017 net sales by end market
Outlook for Atkore’s key end markets
Non-Residential Construction
Offices
Commercial Stores
Education
Low single
digit
Less
exposure
More
exposure
1 MR&R includes non-residential and residential markets.
2 Based on 2016 – 2019 CAGR.
1
Represents a majority of Electrical Raceway and almost all of
our MP&S new non-residential exposure
High single
digit2
Manufacturing
25
Strong balance sheet and cash flow
1 Based on an assumed interest rate. At December 30, 2016, assuming LIBOR exceeded 1.00%, each one percentage point change in interest rates would have resulted in a
change of approximately $5.1 million in the annual interest expense on our New Term Loan Facility.
2Defined as total debt less cash and cash equivalents. See non-GAAP reconciliations in appendix.
3LTM March 31, 2017.
$102
$137
$218 $218
81%
84%
93% 93%
FYE Sept. 24,
2014
FYE Sept. 25,
2015
FYE Sept. 30,
2016
LTM Mar. 31,
2017
Adjusted EBITDA less capex % of Adjusted EBITDA
Adjusted EBITDA less CapEx ($mm) Cash flow generation
■ CapEx
‒ Disciplined approach (~2% of Adjusted net sales)
‒ Investments made to expand and update production
capacity and to improve productivity of operations
■Working capital
‒ Focus on across the board improvements through ABS
Strong balance sheet
■ Completed refinancing transaction on December 22, 2016
■ Refinanced existing first and second lien term loan with new
$500mm first lien term loan and $155mm of cash on hand
‒ Maturity extended to December 2023
‒ Covenant lite
■ $325mm undrawn ABL maturity extended to December 2021
‒ Pro forma liquidity of over $400mm
■ $16mm in annual interest savings1
■ Pro forma net debt / LTM Mar. 31, 2017 Adjusted EBITDA
of 1.8x
5.2x
3.5x
1.8x 1.8x
FYE Sept. 24,
2014
FYE Sept. 25,
2015
FYE Sept. 30,
2016
LTM Mar. 31,
2017
Net debt2 / Adjusted EBITDA
’14 – LTM3 CAGR:
40%
Appendix
27
Summary historical financial information
Note: Numbers in each column may not sum to their respective reported figures due to rounding.
1 Based on Adjusted net sales.
Fiscal year ended Six months ended LTM
($mm) Sept. 26, 2014 Sept. 25, 2015 Sept. 30, 2016 Mar. 25, 2016 Mar. 31, 2017 Mar. 31, 2017
Net sales $1,703 $1,729 $1,523 $711 $710 $1,522
Memo: Adjusted net sales 1,510 1,551 1,516 704 710 1,522
Cost of sales 1,476 1,456 1,155 548 530 1,138
Gross profit $227 $273 $369 $164 $180 $385
% margin 13.3% 15.7% 24.2% 23.0% 25.3% 25.3%
SG&A 181 186 219 98 90 211
% of net sales 10.6% 10.7% 14.4% 13.8% 12.6% 13.9%
Intangibles amortization expense 21 22 22 11 11 22
Asset impairment charges 44 28 0 – – 0
Interest expense, net 44 45 42 20 15 36
Loss (gain) on extinguishment of debt 44 – (2) (2) 10 10
Income tax expense (benefit) (33) (3) 28 13 18 33
Net income (loss) ($74) ($5) $59 $23 $36 $73
Adjusted EBITDA $127 $164 $235 $106 $106 $235
% margin 1 8.4% 10.6% 15.5% 15.1% 14.9% 15.4%
Capital expenditures 24 27 17 9 8 16
Operating cash flow $86 $141 $157 $82 $25 $100
28
Adjusted net sales reconciliation
Note: Numbers in each column may not sum to their respective reported Adjusted net sales figures due to rounding.
Consolidated Atkore
Fiscal year ended Six months ended LTM
($mm) Sept. 26, 2014 Sept. 25, 2015 Sept. 30, 2016 Mar. 25, 2016 Mar. 31, 2017 Mar. 31, 2017
Net sales $1,703 $1,729 $1,523 $711 $710 $1,522
Impact of Fence and Sprinkler exit (193) (179) (8) (8) – –
Adjusted net sales $1,510 $1,551 $1,516 $703 $710 $1,522
Mechanical Products & Solutions
Fiscal year ended Six months ended LTM
($mm) Sept. 26, 2014 Sept. 25, 2015 Sept. 30, 2016 Mar. 25, 2016 Mar. 31, 2017 Mar. 31, 2017
Net sales $736 $725 $537 $257 $237 $517
Impact of Fence and Sprinkler exit (193) (179) (8) (8) – –
Adjusted net sales $543 $546 $529 $249 $237 $517
29
Adjusted EBITDA reconciliation – annual
A
B
C
D
E
F
G
H
Note: Numbers in each column may not sum to their respective reported Adjusted EBITDA figures due to rounding.
1 Includes the predecessor period from September 25, 2010 through December 22, 2010 and the successor period from December 23. 2010 through September 30, 2011.
J
I
Fiscal year ended
($mm) Sept. 30, 2011
1
Sept. 28, 2012 Sept. 27, 2013 Sept. 26, 2014 Sept. 25, 2015 Sept. 30, 2016
Net income (loss) ($38) $2 ($61) ($74) ($5) $59
Loss from discontinued operations, net of tax 6 5 43 - - -
Depreciation and amortization 12 39 48 59 60 55
(Gain) / loss on extinguishment of debt - - - 44 - (2)
Interest expense, net 49 50 48 44 45 42
Income tax expense (benefit) (9) (3) (3) (33) (3) 28
Restructuring and impairments 1 13 11 47 33 4
Net periodic pension benefit cost 2 3 3 1 1 0
Stock-based compensation 1 1 2 8 14 21
ABF product liability impact 1 3 1 3 (0) 1
Consulting fees 6 6 6 5 4 15
Multi-employer pension withdrawal - - 7 - - -
Legal settlements - - - - - 1
Transaction costs 17 1 2 5 6 8
Other 32 8 8 13 14 1
Impact of Fence and Sprinkler (6) (3) (4) 5 (3) 1
Adjusted EBITDA $74 $125 $112 $127 $164 $235
30
Adjusted EBITDA reconciliation – quarterly
Note: Numbers in each column may not sum to their respective reported Adjusted EBITDA figures due to rounding.
A
B
C
D
E
G
H
J
I
Three months ended LTM
($mm)
Jun. 27,
2014
Sep. 26,
2014
Dec. 25,
2014
Mar. 27,
2015
Jun. 26,
2015
Sep. 25,
2015
Dec. 25,
2015
Mar. 25,
2016
Jun. 24,
2016
Sep. 30,
2016
Dec. 30,
2016
Mar. 31,
2017
Mar. 27,
2015
Mar. 25,
2016
Mar. 31,
2017
Net sales 446 454 426 433 432 438 358 353 396 416 338 373 1,759 1,582 1,522
Impact of Fence & Sprinkler (54) (48) (46) (46) (45) (41) (8) – – – – – (194) (95) –
Adj net sales $392 $406 $380 $387 $387 $396 $351 $353 $396 $416 $338 $373 $1,565 $1,487 $1,522
– –
Net income (loss) ($26) ($37) ($3) $6 $19 ($27) $9 $14 $21 $16 $17 $19 ($60) $15 $72
Depreciation and amort. 15 15 15 14 14 16 13 13 13 15 14 13 59 57 55
(Gain) / loss on ext. of debt 41 – – – – – – (2) – – 10 – 41 (2) 10
Interest expense, net 10 11 11 11 11 11 10 11 10 11 10 5 43 43 36
Income tax expense (benefit) (16) (17) (0) 3 (3) (3) 5 9 11 4 6 12 (31) 8 33
Restructuring and impairments 1 46 0 0 0 32 1 1 0 2 0 0 47 35 3
Net periodic pension benefit cost 0 0 0 0 0 0 0 0 0 0 – – 1 1 0
Stock-based compensation 1 6 1 0 1 11 2 10 5 4 3 4 9 24 15
ABF product liability impact 1 1 1 1 1 (2) 0 0 0 0 – – 3 (1) 0
Consulting fees 1 1 1 1 1 1 1 1 14 – – – 4 4 14
Legal matters – – – – – – – – 1 0 – 8 – – 9
Transaction costs 0 1 1 1 3 2 1 3 2 2 2 0 3 8 6
Other 4 6 1 0 3 10 6 (1) (10) 7 (11) 0 11 17 (14)
Impact of Fence and Sprinkler (2) 4 (0) (2) (3) 2 1 – – – – – 0 (0) –
Gain on sale of JV – – – – – – – – – – – (6) – – (6)
Adjusted EBITDA $30 $37 $27 $36 $47 $54 $48 $58 $67 $61 $50 $56 $130 $207 $235
K
31
Adjusted EBITDA reconciliation (cont’d)
Restructuring amounts represent exit or disposal costs including termination benefits and facility closure costs. Impairment amounts represent
write-downs of goodwill, intangible assets and/or long-lived assets
Represents pension costs in excess of cash funding for pension obligations in the period. Beginning in FY 2017, the Company has not adjusted
for net pension benefit costs due to the relative insignificance and nature of these amounts
Represents stock-based compensation expenses related to options awards, performance stock units and restricted stock units
Represents changes in our estimated exposure to ABF matters. Beginning in FY 2017, the Company has not adjusted for ABF matters due to the
relative insignificance and nature of these amounts
Represents amounts paid to CD&R and, until April 9, 2014, to Tyco
Represents our proportional share of a multi-employer pension liability from which we withdrew in fiscal 2013
Represents gain (loss) recognized or expected to be recognized in litigation settlements
Represents expenses related to our IPO, secondary offerings and acquisition and divestiture-related activities
Represents other items, such as lower-of-cost-or-market inventory adjustments, release of indemnified uncertain tax positions and the impact of
foreign exchange gains or losses related to our divestiture in Brazil
Represents historical performance of Fence and Sprinkler and related operating costs
Gain on sale of minority ownership share in Abahsain-Cope Saudi Arabia Ltd when transfer was completed
A
B
C
D
E
F
G
H
I
J
K
32
Segment information
Fiscal year ended
September 30, 2016 September 25, 2015
($mm) Net sales
Impact of
Fence &
Sprinkler
exit
Adjusted
net sales
Adjusted
EBITDA
Adjusted
EBITDA
margin Net sales
Impact of
Fence &
Sprinkler
exit
Adjusted
net sales
Adjusted
EBITDA
Adjusted
EBITDA
margin
Electrical Raceway $988 – $988 $175 17.7% $1,006 – $1,006 $107 10.6%
Mechanical Products & Solutions 537 (8) 529 89 16.7% 725 (179) 546 80 14.6%
Eliminations (2) – (2) (1) – (1)
Consolidated operations $1,523 ($8) $1,516 $1,729 ($179) $1,551
Six months ended
March 31, 2017 March 25, 2016
($mm) Net sales
Adjusted
EBITDA
Adjusted
EBITDA
margin Net sales
Impact of
Fence &
Sprinkler
exit
Adjusted
net sales
Adjusted
EBITDA
Adjusted
EBITDA
margin
Electrical Raceway $474 $85 18.0% $455 – $455 $77 16.9%
Mechanical Products & Solutions 237 35 14.7% 258 (8) 250 42 16.6%
Eliminations (1) (1) – (1)
Consolidated operations $710 $711 ($8) $704
33
Net debt / Adjusted EBITDA reconciliation
Fiscal year ended LTM
($mm) Sept. 26, 2014 Sept. 25, 2015 Sept. 30, 2016 Mar. 31, 2017
Short term debt and current maturities of long-term debt $42.9 $2.9 $1.3 $4.2
Long-term debt 650.0 649.3 629.0 488.5
Total debt $692.9 $652.2 $630.3 $492.7
Less cash and cash equivalents 33.4 80.6 200.3 77.9
Net debt $659.5 $571.6 $430.0 $414.8
Adjusted EBITDA $126.6 $163.9 $235.0 $234.6
Net debt / Adjusted EBITDA 5.2x 3.5x 1.8x 1.8x
Note: Numbers in each column may not sum to their respective reported figures due to rounding.