EX-99.1 2 d422784dex991.htm ATKORE INTERNATIONAL, INC. Atkore International, Inc.
ATKORE INTERNATIONAL, INC.
DEUTSCHE BANK LEVERAGED FINANCE
CONFERENCE
October 2012
Exhibit 99.1


DISCLAIMER
Slide 1
October 10, 2012
This presentation contains statements about future events and expectations that constitute forward-looking statements within the meaning of Section 27A
of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor
provisions created by statute. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,”
“should,” “will,” “would,” or similar expressions are intended to identify such forward-looking statements.
Forward-looking statements are based on our beliefs, assumptions and expectations of our future financial and operating performance and growth plans,
taking into account the information currently available to us. These statements are not statements of historical fact. Forward-looking statements involve
risks and uncertainties that may cause our actual results to differ materially from the expectations of future results we express or imply in any forward-
looking statements, and readers are cautioned not to place undue reliance on such statements. Factors that could cause actual events or results to differ
materially from the events or results described in any forward-looking statements include, but are not limited to: the sustained downturn in the non-
residential construction industry; fluctuations in the price of raw materials; our reliance on the availability and cost of freight and energy; changes in
governmental regulation, including the National Electrical Code or other legislation and regulation; risks relating to doing business internationally; claims for
damages for defective products; our ability to generate or raise capital in the future; risk of material environmental, health and safety liabilities and
obligations; changes in the source and intensity of competition in business; the level of similar product imports into North America; our reliance on a small
number of customers; work stoppages, employee strikes and other production disputes; our significant financial obligations relating to pension plans;
unplanned outages at our facilities and other unforeseen disruptions; our ability to protect and enforce our intellectual property rights; our ability to attract
and retain qualified employees; the reliability of our information systems; risks inherent in acquisitions and the financing thereof; risks relating to us
operating as a stand-alone company; our substantial indebtedness and our ability to incur further indebtedness; limitations on our business under the
instruments governing our indebtedness; and the risk that the benefits from the Transactions (as defined below) may not be fully realized or may take
longer to realize than expected.
You should read carefully the factors described under the section titled, “Risk Factors,” in the Registration Statement on Form S-4 filed by Atkore
International Holdings Inc. (the “Company”) with the SEC, as declared effective on October 19, 2011, and other filings with the SEC. These and other risks,
uncertainties and factors could cause our actual results to differ materially from those projected in any forward-looking statements we make. These factors
may not constitute all factors that could cause actual results to differ materially. We operate in a continually changing business environment. New factors
emerge from time to time, and it is not possible to predict all risks that may affect us. We assume no obligation to update or revise any forward-looking
statements for any reason, or to update the reasons actual results could differ materially from those anticipated in forward-looking statements, even if new
information becomes available in the future. Comparisons of results for current and any prior periods are not intended to express any future trends or
indications of future performance, unless expressed as such, and should be viewed as historical data.


DISCLAIMER
Slide 2
October 10, 2012
The Company is 100% owned by Atkore International Group Inc. (“Atkore Group”) and is the sole owner of Atkore International, Inc. (“Atkore
International”). Prior to the transactions described below (the “Transactions”), all the capital stock of Atkore International was owned by Tyco
International Ltd. (“Tyco”). The business of Atkore International was operated as the Tyco Electrical and Metal Products (“TEMP”) business of Tyco (the
“Predecessor Company”). The Company was initially formed by Tyco as a holding company to hold ownership of TEMP. On November 9, 2010, Tyco
announced that it entered into an agreement to sell a majority interest in TEMP to an affiliate of the private equity firm Clayton Dubilier & Rice, LLC
(“CD&R”). On December 22, 2010, the transaction closed and CD&R acquired shares of a newly created class of cumulative convertible preferred stock
of Atkore Group. The preferred stock initially represented 51% of the outstanding capital stock (on an as-converted basis) of Atkore Group. On
December 22, 2010, Atkore Group also issued common stock to a Tyco subsidiary that initially represented the remaining 49% of the outstanding
capital stock of Atkore Group. Atkore Group continues to be the sole owner of the Company, which in turn continues to be the sole owner of Atkore
International. Subsequent to December 22, 2010, the Company has operated as an independent, stand-alone entity (the “Successor Company”).
The Company has presented its financial results for the Predecessor Company and the Successor Company in its financial statements, in accordance
with generally accepted accounting principles in the United States of America (“GAAP”), for the periods before and after the Transactions. There were
no material changes to the actual operations of the Company’s business as a result of the Transactions, and the core operations of the Company have
not changed as a result of the Transactions.  Accordingly, when evaluating the Company’s results of operations, management treats each of the fiscal
year ended September 30, 2011 and the nine months ended June 24, 2011 as a single measurement period, rather than the separate predecessor and
successor periods that are required to be reported under GAAP.
In addition to disclosing financial results that are determined in accordance with GAAP, we also disclose in this presentation certain non-GAAP financial
information, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, free cash flow and net debt.  These financial measures are not recognized
measures under GAAP, and are not intended to be and should not be considered in isolation from, as a substitute for or superior to, the financial 
information prepared and presented in accordance with GAAP.


Atkore Overview
Atkore Strategy
Financial Overview
AGENDA
Slide 3
October 10, 2012


US
83%
Other
Americas
11%
Europe
3%
APAC
3%
ATKORE INTERNATIONAL BUSINESS
SNAPSHOT
Atkore Consolidated
first nine months
2011
2012
Revenue
Operating Income
Adjusted EBITDA
Global Cable & Cable Management
first nine months
2011
2012
Revenue:      
Operating Income:
Global Pipe, Tube & Conduit
first nine months
2011
2012
Revenue:
$774             $791
Operating Income:
$  65             $  23
(US$mm)
Conduit
Support
systems
Cable
Mechanical
Sprinkler
Fence
Plate
Cable
Tray
Channels &
Pipe Holders
Sales by Region (ytd 2012)
Slide 4
October 10, 2012
$393
$463
$ 47
$ 32
Key brands
$1,226
$     30
$     88
$1,149
$     45
$   116


REPUTATION FOR INNOVATION,
QUALITY AND SERVICE
Recognized as leading innovator in
key product categories such as in-
line galvanized tubular goods,
armored cable and metal framing
Work closely with end-users to
develop value-added products and
features to reduce installation
times and construction costs
Long-standing customer
relationships are attributable to
consistent delivery of high quality
products and service
Large facility footprint and
distribution network enable quick
response times to customer needs
Kwik-Fit®
(electrical conduit)
ColorSpec®
ID System (armored cable)
Slide 5
October 10, 2012


U.S. non-residential starts
Emerging market
opportunities
U.S. GDP
Selling price
Actual cost
Y
X
Y
Higher
spread
19
Weeks
19
Weeks
X = Steel bought
Y = Product sold
Falling price
environment
Rising
price
environment
Lower spread &
Higher spread &
Lower spread
Profitability driven by managing the spread dynamic
Volume drivers
Pricing and spread
PERFORMANCE DRIVERS
Slide 6
October 10, 2012
operating profit
operating profit


STEEL COST -
CRU
Slide 7
October 10, 2012
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
$1,000
Fiscal 2010
Fiscal 2011
Fiscal 2012


Note: Represents calendar year data
Source: McGraw-Hill/Deutsche Bank
NON-RESIDENTIAL CONSTRUCTION
CYCLE
Slide 8
October 10, 2012
1,425
1,200
1,550
990
1,444
1,015
1,529
936
1,867
1,404
1,635
1350
651
667
756
942
1,272
1,231
600
800
1,000
1,200
1,400
1,600
1,800
2,000
McGraw-Hill
Linear (McGraw-Hill)
Forecast


Top graded senior management
Imbedded Lean into corporate culture
Reduced net working capital by $25 million
Acquired Razorwire and FlexHead Industries
Divested Morrisville location and GEM Fabrication division
ATKORE KEY ACHIEVEMENTS SINCE
TRANSACTION
Slide 9
October 10, 2012


Atkore Overview
Atkore Strategy
Financial Overview
AGENDA
Slide 10
October 10, 2012


REPOSITIONED FOR FUTURE GROWTH
2013 –
2014
Capitalize on recovery
Continued pursuit of discrete
initiatives to drive operational
efficiencies
-
LEAN
Leverage efficient platform
to pursue organic growth
Product expansion
High growth verticals
Pursue bolt-on acquisitions as
appropriate
Portfolio / industry expansion
Geographic expansion
Operational efficiencies
Vertical integration
Future
2008 –
2012
Streamline operations
and portfolio
Operational efficiencies
Improved working capital
management
Consolidated footprint
Right-sized headcount
Moved planning, sourcing and
logistics management to
facilities to be closer to
customer
Sell or exit under-
performing businesses
Enhanced portfolio
$5mm investment in China
Process improvement and
product expansion through
acquisition: Razorwire and
FlexHead
Present
Pre-2008
Growth phase
Established in 1959
Acquired in 1987 by Tyco
Completed 21
acquisitions pre-2001,
including steel tubular,
cable and cable
management / metal
framing systems
Expanded into Brazil with
São Paulo in 2000 and
Caxias do Sul in 2001
Past
Slide 11
October 10, 2012


REVENUE IMPROVEMENT
OPPORTUNITIES
Organic growth opportunities
Sales of existing products (cross-selling)
Bundled selling of electrical conduit,
cable and other accessories
Increased penetration of highly
fragmented mechanical tube market
(OEMs)
Geographic expansion
China / Asia-Pacific
New products
Selective, opportunistic acquisitions
Selective Opportunistic Acquisitions
Slide 12
October 10, 2012


Atkore Overview
Atkore Strategy
Financial Overview
AGENDA
Slide 13
October 10, 2012


(1)
Have been restated to reflect discontinued operations
First nine months
2009
2010
2011
2011
(1)
2012
Net sales
$1,433
$1,433
$1,650
$1,149
$1,226
% growth
(38%)
0%
15%
n/a
6.7%
$30
$140
$123
$116
$88
% growth
(93%)
367%
(12%)
n/a
(24%)
% margin
2%
10%
7%
10%
7%
Capital
expenditures
$45
$46
$51
$38
$17
Free cash flow
$244
$72
$44
($26)
$59
(US$mm; Fiscal years)
HISTORICAL FINANCIAL RESULTS
Slide 14
October 10, 2012
Adjusted EBITDA


STRONG CASH FLOW CHARACTERISTICS
Free cash flow
Adjusted EBITDA
(US$mm; Fiscal years)
Slide 15
October 10, 2012
$30
$140
$123
$0
$100
$200
2009
2010
2011
$116
$88
2011 YTD
2012 YTD
($26)
$59
2011 YTD
2012 YTD
$244
$72
$44
-$50
$50
$150
$250
$350
2009
2010
2011


QUARTERLY BALANCE SHEET
INFORMATION
(US$mm)
Slide 16
October 10, 2012
A/R
238
250
225
201
241
231
Inventory
315
316
270
284
291
263
A/P
151
112
126
121
147
118
Net Working Capital
402
454
369
364
385
376
Senior Notes
410
410
410
410
410
410
ABL
61
85
46
48
102
27
Other Debt
1
1
2
3
5
4
Total Debt
472
496
458
461
517
441
Minus: Cash
(49)
(35)
(48)
(42)
(43)
(34)
Net Debt
423
461
410
419
474
407
3/25/2011
6/24/2011
9/30/2011
12/30/2011
3/30/2012
6/29/2012


Market leading positions
Reputation for innovation, quality and service
Revenue improvement opportunities
Operations and supply chain efficiency opportunities
Attractive market and cycle timing
Strong cash flow characteristics
Strong management team
ATKORE SUMMARY
Slide 17
October 10, 2012


QUESTIONS
Slide 18
October 10, 2012


APPENDIX
Slide 19
October 10, 2012


EBITDA RECONCILIATION FISCAL
2009 AND 2010
Slide 20
October 10, 2012
(US$mm)
$
1
$
(969)
19
(35)
48
41
36
31
104
(932)
Restructuring and goodwill impairments (2)
7
956
Corporate allocations from Tyco (3)
20
19
Estimated incremental stand-alone costs (4)
(17)
(17)
Non-cash share based compensation (5)
3
3
Unusual product liability (6)
8
Non-cash pension expense (7)
5
Full year restructuring cost savings (8)
5
Management fee
Other non-cash items (9)
5
1
Adjusted EBITDA
$
140
$
30
EBITDA
Adjustments to EBITDA:
Net income (loss)
Income tax (benefit) expense
Interest expense, net
Depreciation and amortization
Sept.
24,
2010
Sept.
25,
2009(1)
Fiscal Year Ended
Predecessor


EBITDA RECONCILIATION FISCAL
2009 AND 2010
Slide 21
October 10, 2012
(1) The net loss for fiscal 2009 include a goodwill impairment charge of $940 million.
(2) Represents goodwill impairment charges, facility exit costs and employee severance and benefit costs.
(3) Represents the allocation of corporate overhead expenses based on a pro-rata percentage of our net revenue to Tyco's consolidated net revenue.
(4) Represents management's best estimate of annual incremental stand-alone costs needed upon separation from Tyco, which are primarily
comprised of (i) additional headcount and consulting services to replace certain centralized functions previously provided by Tyco and (ii) higher costs
of services previously provided by Tyco (relating primarily to insurance and employee benefits). The actual amounts of annual incremental stand-alone
costs may ultimately differ from management's estimates. 
(5) Represents the add-back of non-cash compensation expense for restricted share awards and share options.
(6) Represents the add-back of product liability expense associated with a discontinued type of sprinkler pipe. 
(7) Represents the add-back of pension expense in excess of cash paid. 
(8) Represents the estimated annual benefit associated with initiatives undertaken by us during fiscal 2010, as if those initiatives had been fully
implemented at the beginning of the period, less amounts achieved and reflected in our combined financial statements for fiscal 2010. The actual
annual benefit associated with these initiatives may differ from our estimates and we may not achieve the full benefit from these initiatives in future
periods. 
(9) Other represents the net impact of other non-cash items, including impairment of a note receivable related to the sale of our automotive business,
unusual corporate bonus expense, transaction costs, non-recurring consulting fees, one-time executive severance expense, gain on the sale of fixed
assets, income in excess of dividends received for investments accounted for under the equity method of accounting, relocation expense and run rate
impact of minor acquisitions and disposals.


EBITDA RECONCILIATION FISCAL
2011
Slide 22
October 10, 2012
(US$mm)
Net loss
$
(17)
$
(3)
$
(20)
Add:
Depreciation and amortization
36
7
43
Interest expense
37
11
48
Provision for income tax
1
1
EBITDA
57
15
72
Add:
Restructuring (1)
2
(1)
1
Non-cash share based compensation (2)
1
1
2
Unusual product liability (3)
1
1
Non-cash pension expense (4)
2
1
3
Full year restructuring cost savings (5)
1
1
Management fee
5
5
Other non-cash items (7)
36
2
38
Adjusted EBITDA
$
105
$
18
$
123
2011
Successor  Company
Predecessor  Company
Combined
Period  from  Dec.  23, 2010
through  September 30, 2011
(“Successor Period”)
Period  from  Sep. 30, 2010
through  Dec.  22, 2010
(“Predecessor Period”)
Combined  Fiscal  year  ended
September  30, 2011


(US$mm)
EBITDA RECONCILIATION FIRST FISCAL
NINE MONTHS 2011 AND 2012
Combined Results
for the  Nine Months
Ended June 24, 2011
Net (loss) income
$
                (7)
                              (16)
Loss (gain) from discontinued operations
                 3
                                -
Tax impact on discontinued operations
                 1
                                -
Net income (loss) from continuing
operations
                (3)
                              (16)
Add:
Depreciation and amortization
               39
                               32
Interest expense
               37
                               35
(Benefit) expense for income tax
                (7)
                                 8
EBITDA
               66
                               59
Add:
Restructuring (1)
                (2)
—  
Unusual product liability (3)
                 1
                                 2
Non-cash pension expense (4)
                 2
—  
Management fee
                 5
                                 1
Asset impairment (6)
                 9
                                 3
Other non-cash items (7)
                 7
                               51
Adjusted EBITDA
$
               88
$                         116
For the Nine
Months  Ended
June 29, 2012
Slide 23
October 10, 2012


EBITDA RECONCILIATION FISCAL 2011 &
FIRST FISCAL NINE MONTHS 2011 AND 2012
Slide 24
October 10, 2012
(1) Represents facility exit costs and employee severance and benefit costs.
(2) Represents the add-back of non-cash compensation expense for restricted share awards and share options.
(3) Represents the add-back of product liability expense associated with a discontinued type of sprinkler pipe.
(4) Represents the add-back of pension expense.
(5) Represents the estimated annual benefit associated with initiatives undertaken, as if those initiatives had been fully
      implemented at the beginning of the period, less amounts achieved. The actual annual benefit associated with these
      initiatives may differ from our estimates and we may not achieve the full benefit from these initiatives in future periods.
(6) Represents asset impairment charges related to an Enterprise Resource Planning system and intangible assets and
      goodwill associated with a manufacturing facility classified as held for sale.
(7) Other represents the net impact of other non-cash items, including impairment of held for sale assets, transaction-
      related costs, non-recurring consulting fees, one-time executive severance expense, and a gain on the sale of fixed
      assets.


(US$mm; Fiscal years)
FREE CASH FLOW RECONCILIATION
Slide 25
October 10, 2012
2009
2010
2011
2011
2012
Adjusted EBITDA
$30
$140
$123
$116
$88
Changes in:
Accounts receivable
125
5
(25)
(44)
(23)
Prepaid expenses
4
2
(7)
(4)
(8)
Inventories
179
(88)
6
(32)
(5)
Accounts payable
(48)
50
(22)
(39)
(5)
Accrued and other liabilities
(6)
9
16
17
34
Other
5
0
4
(2)
(5)
259
(22)
(28)
(104)
(12)
Capital expenditures
(45)
(46)
(51)
(38)
(17)
Free cash flow
$244
$72
$44
($26)
$59
First nine months
 
NWC


(1)
Have been restated to reflect discontinued operations
First nine months
2009
2010
2011
2011
(1)
2012
Adjusted EBITDA
$30
$140
$123
$116
$88
Net sales
$1,433
$1,433
$1,650
$1,149
$1,226
% margin
2%
10%
7%
10%
7%
(US$mm; Fiscal years)
EBITDA MARGIN RECONCILIATION
Slide 26
October 10, 2012