Form 10-K Atkore International For: Sep 30

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November 22, 2019 6:02 AM EST
Exhibit 21.1

ATKORE INTERNATIONAL GROUP INC.
Significant Subsidiaries
As of September 30, 2019
Entity Name
  
Jurisdiction of Incorporation
Acroba S.A.S.
 
France
AFC Cable Systems, Inc.
 
Delaware
Allied Luxembourg S.a.r.l.
 
Luxembourg
Allied Metal Products (Changshu) Co., Ltd.
 
China
Allied Products UK Limited
 
United Kingdom
Allied Switzerland GmbH
 
Switzerland
Allied Tube & Conduit Corporation
 
Delaware
American Pipe & Plastics Holdings Group, Inc.
 
Delaware
American Pipe & Plastics, Inc.
 
New York
Atkore Construction Technologies NZ Limited
 
New Zealand
Atkore Foreign Holdings Inc.
 
Delaware
Atkore Holding IX (Denmark) Aps
 
Denmark
Atkore International Holdings Inc.
 
Delaware
Atkore International, Inc.
 
Delaware
Atkore Metal Products Pte Ltd.
 
Singapore
Atkore Plastic Pipe Corporation
 
Delaware
Atkore RMCP, Inc.
 
Delaware
Atkore Steel Components, Inc.
 
Delaware
Calpipe Industries, LLC
 
California
Columbia-MBF Inc.
 
Canada
FlexHead Industries, Inc.
 
Massachusetts
Flexicon Australia PTY Limited
 
Australia
Flexicon Limited
 
United Kingdom
Flytec Systems Limited
 
United Kingdon
Georgia Pipe Company
 
Georgia
Kalanda Enterprises Pty Limited
 
Australia
Marco Cable Management Limited
 
United Kingdom
Marco Gearing Limited
 
United Kingdom
Modern Associates Limited
 
United Kingdon
SprinkFLEX, LLC
 
Massachusetts
Standard Industries Co., Limited
 
Hong Kong
Swan Metal Skirtings Pty Limited
 
Australia
Tekflex Limited
 
United Kingdom
TKN, Inc.
 
Rhode Island
Unistrut (New Zealand) Holdings Pty Limited
 
Australia
Unistrut Australia Pty Limited
 
Australia
Unistrut Canada Limited
 
Ontario
Unistrut International Corporation
 
Nevada
Unistrut Limited
 
United Kingdom
US Tray, Inc.
 
Delaware
Vergo Coating BVBA
 
Belgium
Vergo Galva NV
 
Belgium
Vergokan International NV
 
Belgium
Vergokan NV
 
Belgium
Vergokan OOO
 
Russia
Vergokan SAS
 
France
WPFY, Inc.
 
Delaware



EXHIBIT 23.1



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in Registration Statement No. 333-212045 on Form S-8 of our reports dated November 22, 2019, relating to the consolidated financial statements and financial statement schedules of Atkore International Group Inc. and subsidiaries, and the effectiveness of Atkore International Group Inc. and subsidiaries’ internal control over financial reporting, appearing in this Annual Report on Form 10-K of Atkore International Group Inc. for the year ended September 30, 2019.


/s/ DELOITTE & TOUCHE LLP

Chicago, Illinois
November 22, 2019







Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, William E. Waltz , certify that:

1. I have reviewed this Annual Report on Form 10-K of Atkore International Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated:
November 22, 2019
 
/s/ William E. Waltz
 
 
 
William E. Waltz
 
 
 
President and Chief Executive Officer, Director (Principal Executive Officer)
 





Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE EXCHANGE ACT, AS AMENDED,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, David P. Johnson, certify that:

1. I have reviewed this Annual Report on Form 10-K of Atkore International Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:
November 22, 2019
 
/s/ David P. Johnson
 
 
 
David P. Johnson
 
 
 
Vice President and Chief Financial Officer (Principal Financial Officer)





Exhibit 32.1


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, William E. Waltz, the Chief Executive Officer of Atkore International Group Inc., certify that (i) the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Atkore International Group Inc.

Dated:
November 22, 2019
 
/s/ William E. Waltz
 
 
 
William E. Waltz
 
 
 
President and Chief Executive Officer, Director (Principal Executive Officer)
 
 
 
 








Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David P. Johnson, the Chief Financial Officer of Atkore International Group Inc., certify that (i) the Annual Report on Form 10-K for the fiscal year ended September 30, 2019, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Atkore International Group Inc.

 
 
 
 
Dated:
November 22, 2019
 
/s/ David P. Johnson
 
 
 
David P. Johnson
 
 
 
Vice President and Chief Financial Officer (Principal Financial Officer)
 
 
 
 




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