NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation and Summary of Significant Accounting Policies

Organization and Ownership Structure— Atkore International Holdings Inc. (hereinafter collectively with all its subsidiaries referred to as the “Company,” “we,” “our,” “us,” or “Atkore”) was incorporated in the State of Delaware on November 4, 2010. The Company is 100% owned by Atkore International Group Inc. (“Atkore Group”). The Company is the sole owner of Atkore International, Inc. (“Atkore International”). Prior to the transactions described below, all the capital stock of Atkore International was owned by Tyco International Ltd. (“Tyco” or the “Parent Company”). The business of Atkore International was operated as the Tyco Electrical and Metal Products (“TEMP”) business of Tyco (referred to herein as the “Predecessor Company”). Atkore was initially formed by Tyco as a holding company to hold ownership of TEMP.

The Transactions— 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 (the “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 (the “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, Atkore has operated as an independent, stand-alone entity (referred to herein as the “Successor Company”). The aforementioned transactions described in this paragraph are referred to herein as the “Transactions.”

Basis of Presentation — The accompanying unaudited condensed financial statements of the Company included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to ensure the information presented is not misleading. These condensed financial statements have been prepared in accordance with the Company’s accounting policies and on the same basis as the Special Financial Report on Form 10-K for the year ended September 30, 2011 and should be read in conjunction with the consolidated financial statements and the notes thereto.

These statements include all adjustments (consisting of normal recurring accruals) that we considered necessary to present a fair statement of our results of operations, financial position and cash flows. The results reported in these condensed financial statements should not be regarded as necessarily indicative of results that may be expected for the entire year. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in our Form 10-K for the year ended September 30, 2011.

The consolidated financial statements for the Successor Company include the assets and liabilities used in operating the Company’s business, including entities in which the Company owns or controls more than 50% of the voting shares or has the ability to control the entities through similar rights. The impact of subsidiaries owned or controlled with ownership less than 100% was not material to any of the consolidated financial statements presented. All the significant intercompany balances and transactions have been eliminated in consolidation. The results of companies acquired or disposed of are included in the consolidated financial statements from the effective date of acquisition or up to the date of disposal.

The combined financial statements for the predecessor period, from September 25, 2010 through December 22, 2010 (the “Predecessor Period”) include the assets and liabilities used in operating the Predecessor Company’s business, including entities in which the Company owns or controls more than 50% of the voting shares or has the ability to control the entities through similar rights. The impact of subsidiaries owned or controlled with ownership less than 100% was not material to the combined financial statements presented. All significant intercompany transactions have been eliminated. The results of companies acquired or disposed of are included in the combined financial statements from the effective date of acquisition or up to the date of disposal.

Additionally, the combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Company operated as an unaffiliated company during the Predecessor Period. To the extent that an asset, liability, revenue or expense is directly associated with the Company, it is reflected in the accompanying combined financial statements. Certain general corporate overhead and other expenses have been allocated by Tyco to the Company in the Predecessor Period. Such allocations are reasonable; however, they may not be indicative of the actual expenses that would have been incurred had the Company been operating as an unaffiliated company for the Predecessor Period, nor are they indicative of the costs that will be incurred as an unaffiliated company.

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The Company has a 52- or 53- week fiscal year that ends on the last Friday in September. It is our practice to establish quarterly closing using a 4-5-4 calendar. Fiscal 2012 is a 52-week fiscal year ending on September 28, 2012. Fiscal 2011 was a 53-week fiscal year and ended on September 30, 2011.

We have reclassified certain prior period amounts to conform to the current period presentation. Included with the reclassifications are restatements for discontinued operations, as described in Note 19, and the reorganization of our reportable segments, as described below.

Description of Business —The Company is engaged in the design, manufacture and distribution of electrical conduit, cable products, steel tube and pipe products. Effective October 1, 2011, the Company reorganized its segments to better align the Company’s business with how the Company’s Chief Operating Decision Maker (“CODM”) reviews operating results for the purposes of allocating resources and managing performance. After this reorganization, the Company continues to have two reportable segments: 1) Global Pipe, Tube & Conduit and 2) Global Cable & Cable Management. The Company reflects in “Corporate and Other” all miscellaneous product sales that do not meet the quantitative aggregation thresholds stipulated in Accounting Standards Codification 280, Segment Reporting (“ASC 280”) . The Company has combined the product category formerly referred to as Sheets & Plates with Mechanical Tube. Additionally, Metal Framing Systems is now part of Global Cable & Cable Management and Electrical Conduit is now part of Global Pipe, Tube & Conduit. In compliance with ASC 280, the Company has reclassified all prior period amounts to conform to its new reportable segment presentation. The reclassification of prior period amounts did not have a material impact on the Company’s financial statements. The product categories that pertain to each reportable segment are as follows:

Global Pipe, Tube & Conduit

Global Cable & Cable Management

Corporate and Other contains those items that are not included in the Company’s two segments (see Note 13).

Use of Estimates —The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclose contingent assets and liabilities at the date of the financial statements and report the associated amounts of revenues and expenses. Significant estimates and assumptions are used for, but not limited to, allowances for doubtful accounts, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, estimates of total costs for contracts under the percentage-of-completion method, loss contingencies, purchase price allocation, net realizable value of inventories, legal liabilities, income taxes and tax valuation allowances, and pension and postretirement employee benefit liabilities. Actual results could differ materially from these estimates.

Recently Issued Accounting Pronouncements — In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU No. 2011-12”). This update was issued to effectively defer only those changes in Accounting Standards Update No. 2011-05 (“ASU No. 2011-05”) that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The amendments will be temporary to allow the FASB time to redeliberate the

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presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. This standard is effective retrospectively for fiscal years and interim periods within these years beginning after December 15, 2011 (fiscal year 2013 for the Company), with early adoption permitted. The Company continues to evaluate which method it will utilize to present items of net income and other comprehensive income.

2. Acquisitions

On February 15, 2012, the Company purchased all of the outstanding equity interests of various entities under common ownership (collectively referred to herein as “FlexHead”). These entities are FlexHead Industries, Inc.; SprinkFLEX, LLC; PBJ, LLC; DXL, LLC; and PNM, Inc. The aggregate purchase price was approximately $38 million, paid in cash at the closing, subject to various adjustments relating to working capital, cash on-hand and indebtedness of the acquired companies. The purchase price was funded from borrowings under the Company’s asset-based credit facility (“Credit Facility”). FlexHead manufactures and sells flexible sprinkler hose fittings. FlexHead has generated $3 million in sales and $1 million in net income since the acquisition date. The results of FlexHead are included within the Global Pipe, Tube & Conduit segment.

This acquisition is being accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. Fair value measurements have been applied based on assumptions that market participants would use in the pricing of the asset or liability.

The following table summarizes the preliminary fair values assigned to the net assets acquired and liabilities assumed as of the February 15, 2012 acquisition date (in millions):

The acquisition resulted in the recognition of $10 million of goodwill, which is deductible for income tax purposes. Goodwill consists of the excess of the purchase price over the net of the fair value of the acquired assets and assumed liabilities, and represents the estimated economic value attributable to future operations.

Under the terms of the purchase agreement, the seller has agreed to indemnify and hold harmless the Company and its subsidiaries, as well as FlexHead’s respective affiliates, from and against any taxes of FlexHead with respect to any tax period ending on or before the closing, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the acquisition. Accordingly, the Company has reflected those liabilities with an offsetting receivable due from the seller of approximately $1 million on the consolidated balance sheet.

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The following table summarizes the preliminary fair value of amortizable and indefinite-lived intangible assets as of the acquisition date:

The estimated fair values of assets acquired and liabilities assumed included in the tables above are preliminary and are based on the information that was available as of the acquisition date and prior to the filing of the Company’s 2012 second quarter results. The Company believes the information available as of the acquisition date and prior to the filing of the Company’s 2012 second quarter results provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, however the Company is awaiting the finalization of certain third-party valuations to finalize those fair values. Thus, the preliminary measurements of fair value set forth above are subject to change. The Company expects to finalize the valuation and complete the purchase price allocations by the end of the fiscal year 2012.

The pro forma condensed financial information is presented for illustrative purposes only and does not indicate the actual financial results of the Company if the closing of the FlexHead acquisition had been completed on September 25, 2010, nor is it indicative of the results of operations in future periods. Included in the unaudited pro forma financial information for the six months ended March 30, 2012, the period from December 23, 2010 to March 25, 2011, and the Predecessor Period were pro forma adjustments to reflect the results of operations of FlexHead as well as the impact of amortizing certain acquisition accounting adjustments such as amortizable intangible assets. The pro forma financial information does not indicate the impact of possible business model changes nor does it consider any potential impact of current market conditions, expense efficiencies or other factors. The unaudited pro forma information reflects primarily the following unaudited pro forma adjustments:

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On October 4, 2011, we acquired substantially all of the assets of Razor Wire International, L.L.C. (“RWI”) for a purchase price of $2 million. Upon closing, the Company paid less than $2 million in cash and reserved the rest of the payment for a temporary holdback. The purchase price was subject to certain working capital adjustments as set forth in the acquisition agreement. In April 2012, the temporary holdback of less than $1 million was settled. RWI manufactures razor wire ranging from 18 inches to 60 inches in diameter. The assets purchased consist primarily of accounts receivable, inventory, manufacturing equipment, customer lists and intellectual property. Liabilities assumed consist primarily of accounts payable incurred in the normal course of business prior to the acquisition date. The results of RWI are included within the Global Pipe, Tube & Conduit segment. The results of RWI are not material to the Company’s consolidated financial statements.

3. Related Party Transactions

Trade Activity and Indemnification with Tyco — The following table presents related party transactions with Tyco and its affiliates ($ in millions):

Other Related Party Trade Activity — An affiliate of CD&R currently owns equity positions in two of the Company’s customers to which the Company sold an aggregate of $18 million and $30 million of products for the three and six months ended March 30, 2012, respectively; the associated cost of sales was $15 million and $25 million for the three and six months ended March 30, 2012, respectively. The Company sold an aggregate of $11 million of products to these customers for the three months ended March 25, 2011; the associated cost of sales was $9 million for the three months ended March 25, 2011. Sales to these customers for the period from December 23, 2010 to March 25, 2011 totaled $11 million. The associated cost of sales for the period from December 23, 2010 to March 25, 2011 totaled $9 million. There were no sales or associated cost of sales to these customers for the Predecessor Period. Accounts receivable from the two customers totaled $14 million and $13 million as of March 30, 2012 and September 30, 2011, respectively.

Debt —The Company repaid $400 million and $300 million owed to Tyco and affiliates for the period from December 23, 2010 to March 25, 2011 and the Predecessor Period, respectively.

Parent Company Investment —During the Predecessor Period, this account included transactions with the Predecessor Company’s parent for items such as tax payments, dividends and capital contributions.

Interest Expense, Net — The Company recognized $11 million of interest expense associated with the debt due to Tyco and its affiliates during the Predecessor Period. The Company recognized less than $1 million of interest income associated with cash to be transferred from Tyco’s cash management system during the Predecessor Period. Subsequent to December 24, 2010, the Company no longer had any debt owed to Tyco.

Insurable Liabilities —Prior to December 23, 2010, the Company was insured for workers’ compensation, general and auto liabilities by a captive insurance company that was wholly-owned by Tyco. The Company paid a premium to obtain insurance coverage during the Predecessor Period. Premiums expensed by the Company were $1 million for the Predecessor Period and are included in the selling, general and administrative expenses in the combined statement of operations.

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Allocated Expenses —Prior to December 23, 2010, the Company was allocated corporate overhead expenses from Tyco for corporate-related functions based on a pro-rata percentage of the Company’s net revenue to Tyco’s consolidated net revenue. Corporate overhead expenses related primarily to centralized corporate functions, including treasury, tax, legal, internal audit, human resources and risk management functions. During the Predecessor Period, the Company was allocated $4 million of general corporate expenses incurred by Tyco, which are included within selling, general and administrative expenses in the combined statement of operations.

Transaction Costs and Debt Issuance Costs —For the period from December 23, 2010 to March 25, 2011, in connection with the Transactions, the Company paid fees to CD&R of $6 million.

Management Fees —The Company is obligated to pay a $6 million aggregate annual management fee to Tyco and CD&R, subsequent to the Transactions. Such fees are to be paid quarterly, in advance, except that the fee for the first calendar quarter of 2011 was paid in arrears. The Company paid $3 million and $5 million during the three months and six months ended March 30, 2012, respectively. The Company paid $2 million for the three months ended March 25, 2011. The Company paid $2 million for the period from December 23, 2010 to March 25, 2011, and there was no management fee paid in the Predecessor Period. The management fees are included in selling, general, and administrative expense. The management fee is payable to CD&R and Tyco based upon their pro-rata ownership percentage.

4. Inventories

As of March 30, 2012 and September 30, 2011, inventories were comprised of ($ in millions):

Inventories are recorded at the lower of cost (primarily first-in, first-out) or market value.

5. Property, Plant and Equipment

As of March 30, 2012 and September 30, 2011, property, plant and equipment at cost and accumulated depreciation were ($ in millions):

Depreciation expense for the three and six months ended March 30, 2012 totaled $9 million and $18 million, respectively. Depreciation expense for the three months ended March 25, 2011 totaled $7 million. Depreciation expense for the period from December 23, 2010 to March 25, 2011 and the Predecessor Period totaled $7 million and $6 million, respectively.

6. Goodwill and Intangible Assets

The Company’s intangible assets relate primarily to customer relationships, patents and indefinite-lived trade names/trademarks, specifically within the Company’s North American businesses.

Customer relationships – The Company’s key customers are primarily wholesalers and national distributors. The Company provides products and services to these customers who ultimately target a variety of end markets. The relationships with customers are driven by high quality service and products that the Company sells. The overall terms of these relationships are based on purchase orders and are not contractually-based. The selection of the remaining useful lives for the customers is based on past customer retention experience. The customer relationships are amortized over their useful lives, ranging from 6 to 14 years.

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Trade names/trademarks – The Company’s products are marketed under many well-recognized trade names/trademarks, including the Company’s primary brands, Allied Tube & Conduit ^® , AFC Cable Systems ^® and Unistrut ^® , as well as certain other brands, such as Power Strut ^® , Columbia MBF ^® , Cope ^® , GEM ^® , Telespar ^® , Kaf-Tech ^® , Flo-Coat ^® , Gatorshield ^® , Kwik-Fit ^® , ColorSpec ^® , Acroba ^® , ABF ^® , Razor Ribbon ^®, , FlexHead ^® , and SprinkFLEX ^® among others. Given the strength of the various brands, their long history and the Company’s intention to continue to use the brands for the foreseeable future, an indefinite life was assigned to these intangibles.

Other Intangible Assets – Other intangible assets with determinable lives consist primarily of patents and non-compete agreements. These other intangibles are amortized over their estimated useful lives, ranging from 5 to 10 years.

The fair value estimates related to the customer relationships were based on the multi-period excess earnings method, the fair value estimates related to trade names/trademarks and patents were based on the relief-from-royalty method and the fair value estimates related to the non-compete agreements were based on the lost profit method. The Company relied upon projections for each of its North American businesses as a basis for developing its valuations for the intangible assets. In accordance with Accounting Standards Codification Topic 350-20 Intangibles—Goodwill and Other (“ASC 350-20”), intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives). The amortization method should reflect the pattern in which the asset’s economic benefits are consumed by the entity. If the pattern cannot be determined, the straight-line method is used. The Company has determined to use the straight-line method of amortization.

The following table provides the gross carrying value and accumulated amortization for each major class of intangible assets ($ in millions):

Amortization expense for the three months and six months ended March 30, 2012 totaled $4 million and $7 million, respectively. Amortization expense for the three months ended March 25, 2011 totaled $3 million. Amortization expense for the period from December 23, 2010 to March 25, 2011 totaled $3 million. There was no amortization expense in the Predecessor Period. The Company estimates that the aggregate amortization expenses will be $15 million in fiscal 2012, $15 million in fiscal 2013, $15 million in fiscal 2014, $15 million in fiscal 2015, $15 million in fiscal 2016, $15 million in fiscal 2017, and $99 million thereafter. Actual amounts of amortization may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, and other events.

As of March 30, 2012 and September 30, 2011, the amount of goodwill by operating segment was as follows ($ in millions):

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7. Accrued and Other Current Liabilities

As of March 30, 2012 and September 30, 2011, accrued and other current liabilities were comprised of ($ in millions):

8. Debt

Debt as of March 30, 2012 and September 30, 2011 was as follows ($ in millions):

On December 22, 2010, Atkore International issued senior secured notes (the “Notes”) in the principal amount of $410 million, due on January 1, 2018, with a coupon of 9.875%. The obligations under the Notes are senior to unsecured indebtedness of the Company. Interest on the Notes is payable on a semi-annual basis, commencing on July 1, 2011. Atkore International’s obligations under the Notes are guaranteed on a stand-alone senior secured basis by the Company (the direct parent of Atkore International) and are full and unconditional on a joint and several senior secured basis, by each of Atkore International’s domestic subsidiaries that is a borrower or guarantor under the Credit Facility (as defined below). The Notes are redeemable at the Company’s option in whole or in part at any time, with not less than 30 nor more than 60 days notice, for an amount to be determined pursuant to provisions set forth in the indenture governing the Notes. In addition, during any 12-month period prior to January 1, 2014, the Company may redeem up to $41 million of the Notes at a redemption price of 103%, plus accrued interest. In the event that Atkore International raises additional equity prior to January 1, 2014, then subject to the restrictions in the Notes, Atkore International may redeem up to 35% of the Notes at par, plus the coupon, plus accrued and unpaid interest up to the redemption date. The Notes contain covenants typical to this type of financing, including limitations on indebtedness, restricted payments including dividends, liens, restrictions on distributions from restricted subsidiaries, sales of assets, affiliate transactions, mergers and consolidations. The Notes also contain customary events of default typical to this type of financing, including without limitation, failure to pay principal and/or interest when due, failure to observe covenants, certain events of bankruptcy, the rendering of certain judgments, or the loss of any guarantee.

On December 22, 2010, Atkore International also obtained a Credit Facility of up to $250 million, subject to borrowing base availability. As of March 30, 2012 and September 30, 2011, $102 million and $46 million were drawn, respectively. The borrowing base is equal to the sum of 85% of eligible accounts receivable plus 80% of eligible inventory of each borrower and guarantor. The Credit Facility is guaranteed by the Company and the U.S. operating companies owned by Atkore International. The Company’s availability under the Credit Facility was $139 million and $200 million as of March 30, 2012 and September 30, 2011, respectively. The interest rate on the Credit Facility is LIBOR plus an applicable margin ranging from 2.25% to 2.75%, or an alternate base rate for U.S. Dollar denominated borrowings plus an applicable margin ranging from 1.25% to 1.75%. The Credit Facility matures on December 22, 2015. The Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. Affirmative covenants include, but are not limited to, the timely delivery of quarterly and annual financial statements, certifications to be made by the Company, payment of obligations, maintenance of corporate existence and insurance, notices, compliance with environmental laws, and the grant of liens on after acquired property. The negative covenants include, but are not limited to, the following: limitations on indebtedness, dividends and distributions, investments, prepayments or redemptions of subordinated indebtedness, amendments of subordinated indebtedness, transactions with affiliates, asset sales, mergers, consolidations and sales of all or substantially all assets, liens, negative pledge clauses, changes in fiscal periods, changes in line of business and changes in charter documents. Additionally, if the borrowing availability under the Credit Facility falls below certain levels, the Company would subsequently be required to maintain a minimum fixed charge coverage ratio.

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As of March 30, 2012, management believes that Atkore International was in compliance with all covenants of the Credit Facility. Atkore International was not subject to the minimum fixed charge coverage ratio during any period subsequent to the establishment of the Credit Facility.

As of March 30, 2012, the fair value of the floating rate borrowings under the Credit Facility approximated its carrying amount based on the short-term nature of such debt. The fair value of the Company’s Notes was $432 million as of March 30, 2012. In determining the fair value of its long-term debt, the Company used the trading value amongst financial institutions for the Notes.

9. Income Taxes

For the three months ended March 30, 2012 and March 25, 2011, the Company’s effective income tax rate attributable to income (loss) from continuing operations before income taxes was 37.4% and 34.0%, respectively.

The effective tax rate for the three months ended March 30, 2012 and March 25, 2011 varied from the U.S. statutory tax rate primarily as a result of losses incurred for the quarter without an associated tax benefit in certain foreign jurisdictions that have a full valuation allowance against deferred tax assets, foreign income taxed at rates that differ from the U.S. statutory rate and the impact of certain non-deductible expenses.

For the six months ended March 30, 2012 and the period from December 23, 2010 to March 25, 2011, the Company’s effective income tax rate attributable to earnings (loss) from continuing operations before income taxes was (41.1)% and (20.8)% respectively. The effective tax rates for both periods varied from the U.S. statutory tax rate primarily as a result of losses incurred without an associated tax benefit in certain foreign jurisdictions that have a full valuation allowance against deferred tax assets, foreign income taxed at rates that differ from the U.S. statutory rate and the impact of certain non-deductible expenses. Additionally, in the Predecessor Period, the effective income tax rate attributable to earnings (loss) from continuing operations before income taxes was also impacted by non-deductible expenses relating to the transaction between Tyco and CD&R.

During the three months ended March 30, 2012, the amount of unrecognized tax benefits was decreased by $0.4 million as a result of the settlement of examinations with certain taxing authorities. The amounts released were indemnified by Tyco; therefore, there was no tax rate impact. There were no other significant changes to unrecognized tax benefits during the quarter.

Many of the Company’s uncertain tax positions relate to tax years that remain subject to audit by the taxing authorities in the U.S. federal, state and local or foreign jurisdictions. Open tax years in significant jurisdictions are as follows:

The Company’s income tax returns are examined periodically by various taxing authorities. Based upon the lapsing of various statutes of limitations and on the current status of its federal and state income tax audits, the Company believes that it is reasonably possible for the amount of unrecognized tax benefits to decrease by $2 to $3 million in the next twelve months for a variety of unrecognized tax benefits as a result of the completion of tax audits and the expiration of the statute of limitations. Should any unrecognized tax benefits be resolved, the Company will seek reimbursement from Tyco under the terms of an investment agreement entered into in connection with the Transactions (the “Investment Agreement”) relative to the periods prior to the Transactions.

At each balance sheet date, management evaluates whether it is more likely than not that the Company’s deferred tax assets will be realized and if sufficient future taxable income will be available by assessing current period and projected operating results and other pertinent data. As of March 30, 2012, the Company had recorded net deferred tax liabilities of $81 million, which includes valuation allowances of $6 million. Depending on prevailing economic conditions, future taxable income of entities with deferred tax assets may be negatively impacted, which may require additional valuation allowances related to the Company’s deferred tax assets to be recorded in future reporting periods.

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Other Income Tax Matters

For the fiscal year ended September 30, 2011, the Company recorded a deferred tax liability of $3 million for U.S. and non-U.S. income taxes on the undistributed earnings of subsidiaries or for unrecognized deferred tax liabilities for temporary differences related to investments in subsidiaries which the Company does not consider to be indefinitely reinvested. There have been no significant changes for the quarter that would require changes to the balance previously recorded.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across its global operations. The Company records tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carryforwards. The Company adjusts these reserves in light of changing facts and circumstances. However, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the Company’s current estimate of the tax liabilities. For uncertain tax liabilities arising in the periods prior to the Transactions that are resolved in a future period, the Company plans to seek repayment from Tyco under the terms of the Investment Agreement. Accordingly, the Company has reflected those liabilities with an offsetting receivable due from Tyco of $17 million on the consolidated balance sheet. For uncertain tax liabilities arising in the periods following the Transactions, however, if the Company’s estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities may result in income tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary.

Under the terms of the Investment Agreement, Tyco has agreed to indemnify and hold harmless the Company and its subsidiaries and their respective affiliates from and against any taxes of the Company with respect to any tax period ending on or before the closing of the Transactions, as well as all tax liabilities relating to events or transactions occurring on or prior to the closing date of the Transactions. In addition, the Company has agreed to indemnify and hold harmless Tyco and its affiliates from and against any liability for any taxes of the Company with respect to any post-Transactions tax period.

10. Postretirement Benefits

The Company sponsors a number of defined benefit pension plans. The Company measures its pension plans as of its fiscal year-end.

The Company has a number of noncontributory and contributory defined benefit retirement plans covering certain U.S. and non-U.S. employees, designed in accordance with conditions and practices in the countries concerned. Net periodic pension benefit cost is based on periodic actuarial valuations that use the projected unit credit method of calculation and is charged to the statements of operations on a systematic basis over the expected average remaining service lives of current participants. Contribution amounts are determined based on local regulations and with the assistance of professionally qualified actuaries in the countries concerned. The benefits under the defined benefit plans are based on various factors, such as years of service and compensation. The defined benefit pension plans are presented on a combined basis as the non-U.S. plans are not material to the total of all plans to warrant separate disclosure.

The net periodic benefit cost was $1 million for each of the three months ended March 25, 2011, the period from December 23, 2010 to March 25, 2011 and the Predecessor Period.

The net periodic benefit cost for the three months and six months ended March 30, 2012 was as follows ($ in millions):

The Company contributed $1 million, $2 million, and less than $1 million to its pension plans during the three months and six months ended March 30, 2012, and during the period from December 23, 2010 to March 25, 2011, respectively. No contribution was made during the Predecessor Period.

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11. Stock Incentive Plan

On May 16, 2011, the Board of Directors of Atkore Group adopted the Atkore International Group Inc. Stock Incentive Plan (the “Stock Incentive Plan”). A maximum of 6 million shares is reserved for issuance under the Stock Incentive Plan. The Stock Incentive Plan provides for stock purchases and grants of other equity awards, including non-qualified stock options, restricted stock, and restricted stock units, to officers and key employees.

Stock options vest ratably over five years. The cost of stock options, based on the fair market value of the shares on the date of grant, is being charged to selling, general and administrative expenses over the respective vesting periods. All options and rights must be exercised within ten years from the date of grant.

There were 1,836,834 and 1,039,350 stock options to purchase shares of Atkore Group common stock issued under the Stock Incentive Plan as of March 30, 2012 and September 30, 2011, respectively. The total compensation expense related to all share-based compensation plans was less than $1 million for both the three months and six months ended March 30, 2012, respectively, and was included in selling, general, and administrative expenses. There were no stock options granted until the third fiscal quarter of 2011.

The fair value of each of Atkore Group’s options granted during the six months ended March 30, 2012 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:

The weighted-average grant-date fair value of options granted during the six months ended March 30, 2012 was $2.94. No options were exercised during three and six months ended March 30, 2012.

The expected life of options represents the weighted-average period of time that options granted are expected to be outstanding giving consideration to vesting schedules and expected exercise patterns. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for periods corresponding with the expected life of the options. Expected volatility is based on historical volatilities of comparable companies. Dividends are not paid on common stock.

Stock option activity for the period September 30, 2011 to March 30, 2012 was as follows: