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(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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For the quarterly period ended May 31, 2015.
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OR
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||
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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For the transition period from to .
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Delaware
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58-2632672
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1170 Peachtree Street, N.E., Suite 2300,
Atlanta, Georgia
(Address of principal executive offices)
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30309-7676
(Zip Code)
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-accelerated Filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Page No.
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EX-31.A
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EX-31.B
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EX-32.A
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EX-32.B
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EX-101.INSTANCE DOCUMENT
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||
EX-101.SCHEMA DOCUMENT
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EX-101.CALCULATION LINKBASE DOCUMENT
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EX-101.LABELS LINKBASE DOCUMENT
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EX-101.PRESENTATION LINKBASE DOCUMENT
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Item 1.
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Financial Statement
|
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May 31, 2015
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August 31, 2014
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||||
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(unaudited)
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|
||||
ASSETS
|
|
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|
||||
Current Assets:
|
|
|
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|||
Cash and cash equivalents
|
$
|
652.1
|
|
|
$
|
552.5
|
|
Accounts receivable, less reserve for doubtful accounts of $1.2 and $1.9 as of May 31, 2015 and August 31, 2014, respectively
|
392.8
|
|
|
373.4
|
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||
Inventories
|
256.4
|
|
|
212.0
|
|
||
Deferred income taxes
|
20.6
|
|
|
21.5
|
|
||
Prepayments and other current assets
|
21.7
|
|
|
27.3
|
|
||
Total Current Assets
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1,343.6
|
|
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1,186.7
|
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Property, Plant, and Equipment, at cost:
|
|
|
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|||
Land
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7.0
|
|
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7.8
|
|
||
Buildings and leasehold improvements
|
119.9
|
|
|
116.0
|
|
||
Machinery and equipment
|
402.1
|
|
|
375.8
|
|
||
Total Property, Plant, and Equipment
|
529.0
|
|
|
499.6
|
|
||
Less — Accumulated depreciation and amortization
|
364.1
|
|
|
347.1
|
|
||
Property, Plant, and Equipment, net
|
164.9
|
|
|
152.5
|
|
||
Other Assets:
|
|
|
|
|
|||
Goodwill
|
565.3
|
|
|
569.4
|
|
||
Intangible assets, net
|
226.1
|
|
|
231.6
|
|
||
Deferred income taxes
|
3.3
|
|
|
3.0
|
|
||
Other long-term assets
|
24.6
|
|
|
24.9
|
|
||
Total Other Assets
|
819.3
|
|
|
828.9
|
|
||
Total Assets
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$
|
2,327.8
|
|
|
$
|
2,168.1
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
|
|||
Accounts payable
|
$
|
301.9
|
|
|
$
|
287.4
|
|
Accrued compensation
|
58.3
|
|
|
54.8
|
|
||
Accrued pension liabilities, current
|
1.2
|
|
|
1.2
|
|
||
Other accrued liabilities
|
124.7
|
|
|
127.1
|
|
||
Total Current Liabilities
|
486.1
|
|
|
470.5
|
|
||
Long-Term Debt
|
353.7
|
|
|
353.6
|
|
||
Accrued Pension Liabilities, less current portion
|
58.1
|
|
|
65.1
|
|
||
Deferred Income Taxes
|
58.5
|
|
|
58.4
|
|
||
Self-Insurance Reserves, less current portion
|
7.4
|
|
|
6.8
|
|
||
Other Long-Term Liabilities
|
50.3
|
|
|
50.2
|
|
||
Total Liabilities
|
1,014.1
|
|
|
1,004.6
|
|
||
Commitments and Contingencies (see
Commitments and Contingencies
footnote)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 500,000,000 shares authorized; 52,915,029 issued and 43,195,774 outstanding at May 31, 2015; 52,581,917 issued and 42,862,662 outstanding at August 31, 2014
|
0.5
|
|
|
0.5
|
|
||
Paid-in capital
|
783.6
|
|
|
761.5
|
|
||
Retained earnings
|
1,038.6
|
|
|
893.6
|
|
||
Accumulated other comprehensive loss
|
(88.8
|
)
|
|
(71.9
|
)
|
||
Treasury stock, at cost, 9,719,255 shares at May 31, 2015 and August 31, 2014
|
(420.2
|
)
|
|
(420.2
|
)
|
||
Total Stockholders’ Equity
|
1,313.7
|
|
|
1,163.5
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
2,327.8
|
|
|
$
|
2,168.1
|
|
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Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 31, 2015
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|
May 31, 2014
|
|
May 31, 2015
|
|
May 31, 2014
|
||||||||
Net Sales
|
$
|
683.7
|
|
|
$
|
603.9
|
|
|
$
|
1,947.2
|
|
|
$
|
1,724.8
|
|
Cost of Products Sold
|
388.1
|
|
|
360.5
|
|
|
1,122.9
|
|
|
1,029.1
|
|
||||
Gross Profit
|
295.6
|
|
|
243.4
|
|
|
824.3
|
|
|
695.7
|
|
||||
Selling, Distribution, and Administrative Expenses
|
196.0
|
|
|
170.8
|
|
|
550.0
|
|
|
487.5
|
|
||||
Special Charge
|
0.4
|
|
|
—
|
|
|
9.8
|
|
|
(0.2
|
)
|
||||
Operating Profit
|
99.2
|
|
|
72.6
|
|
|
264.5
|
|
|
208.4
|
|
||||
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|||||||
Interest Expense, net
|
7.9
|
|
|
8.1
|
|
|
23.8
|
|
|
24.1
|
|
||||
Miscellaneous (Income) Expense, net
|
(9.5
|
)
|
|
(0.1
|
)
|
|
(10.5
|
)
|
|
0.6
|
|
||||
Total Other (Income) Expense
|
(1.6
|
)
|
|
8.0
|
|
|
13.3
|
|
|
24.7
|
|
||||
Income before Provision for Income Taxes
|
100.8
|
|
|
64.6
|
|
|
251.2
|
|
|
183.7
|
|
||||
Provision for Income Taxes
|
36.3
|
|
|
20.8
|
|
|
89.2
|
|
|
62.7
|
|
||||
Net Income
|
$
|
64.5
|
|
|
$
|
43.8
|
|
|
$
|
162.0
|
|
|
$
|
121.0
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|||||||
Basic Earnings per Share
|
$
|
1.49
|
|
|
$
|
1.01
|
|
|
$
|
3.74
|
|
|
$
|
2.81
|
|
Basic Weighted Average Number of Shares Outstanding
|
43.2
|
|
|
42.8
|
|
|
43.1
|
|
|
42.7
|
|
||||
Diluted Earnings per Share
|
$
|
1.48
|
|
|
$
|
1.01
|
|
|
$
|
3.72
|
|
|
$
|
2.79
|
|
Diluted Weighted Average Number of Shares Outstanding
|
43.5
|
|
|
43.1
|
|
|
43.4
|
|
|
43.0
|
|
||||
Dividends Declared per Share
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.39
|
|
|
$
|
0.39
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income:
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
64.5
|
|
|
$
|
43.8
|
|
|
$
|
162.0
|
|
|
$
|
121.0
|
|
Other Comprehensive Income (Expense) Items:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(1.5
|
)
|
|
1.8
|
|
|
(18.5
|
)
|
|
2.8
|
|
||||
Defined benefit pension plans, net of tax
|
0.9
|
|
|
0.7
|
|
|
1.6
|
|
|
1.9
|
|
||||
Other Comprehensive Income (Expense), net of tax
|
(0.6
|
)
|
|
2.5
|
|
|
(16.9
|
)
|
|
4.7
|
|
||||
Comprehensive Income
|
$
|
63.9
|
|
|
$
|
46.3
|
|
|
$
|
145.1
|
|
|
$
|
125.7
|
|
|
Nine Months Ended
|
||||||
|
May 31
|
||||||
|
2015
|
|
2014
|
||||
Cash Provided by (Used for) Operating Activities:
|
|
|
|
||||
Net income
|
$
|
162.0
|
|
|
$
|
121.0
|
|
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
34.2
|
|
|
32.2
|
|
||
Share-based compensation expense
|
12.8
|
|
|
13.2
|
|
||
Excess tax benefits from share-based payments
|
(12.6
|
)
|
|
(10.5
|
)
|
||
Loss on the sale or disposal of property, plant, and equipment
|
1.4
|
|
|
0.1
|
|
||
Deferred income taxes
|
0.4
|
|
|
0.7
|
|
||
Gain on financial instruments, net
|
(10.5
|
)
|
|
—
|
|
||
Change in assets and liabilities, net of effect of acquisitions, divestitures, and effect of exchange rate changes:
|
|
|
|
||||
Accounts receivable
|
(25.5
|
)
|
|
(34.0
|
)
|
||
Inventories
|
(46.7
|
)
|
|
(10.4
|
)
|
||
Prepayments and other current assets
|
2.0
|
|
|
(0.1
|
)
|
||
Accounts payable
|
17.0
|
|
|
6.6
|
|
||
Other current liabilities
|
28.2
|
|
|
25.6
|
|
||
Other
|
(4.5
|
)
|
|
(15.6
|
)
|
||
Net Cash Provided by Operating Activities
|
158.2
|
|
|
128.8
|
|
||
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
||
Purchases of property, plant, and equipment
|
(42.3
|
)
|
|
(24.8
|
)
|
||
Proceeds from sale of property, plant, and equipment
|
1.0
|
|
|
0.9
|
|
||
Investment and acquisition of business, net of cash acquired
|
(14.6
|
)
|
|
—
|
|
||
Proceeds from settlement of financial instrument
|
14.4
|
|
|
—
|
|
||
Purchase of financial instrument
|
(4.1
|
)
|
|
—
|
|
||
Net Cash Used for Investing Activities
|
(45.6
|
)
|
|
(23.9
|
)
|
||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
||
Proceeds from stock option exercises and other
|
7.5
|
|
|
8.3
|
|
||
Excess tax benefits from share-based payments
|
12.6
|
|
|
10.5
|
|
||
Dividends paid
|
(17.0
|
)
|
|
(16.9
|
)
|
||
Other financing activities
|
(10.4
|
)
|
|
—
|
|
||
Net Cash (Used for) Provided by Financing Activities
|
(7.3
|
)
|
|
1.9
|
|
||
Effect of Exchange Rate Changes on Cash
|
(5.7
|
)
|
|
1.4
|
|
||
Net Change in Cash and Cash Equivalents
|
99.6
|
|
|
108.2
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
552.5
|
|
|
359.1
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
652.1
|
|
|
$
|
467.3
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||
Income taxes paid during the period
|
$
|
79.3
|
|
|
$
|
55.0
|
|
Interest paid during the period
|
$
|
21.6
|
|
|
$
|
21.4
|
|
1.
|
Description of Business and Basis of Presentation
|
4.
|
New Accounting Pronouncements
|
5.
|
Fair Value Measurements
|
|
Fair Value Measurements as of:
|
||||||||||||||||||||||||||||||
|
May 31, 2015
|
|
August 31, 2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
652.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
652.1
|
|
|
$
|
552.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
552.5
|
|
Other
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
0.9
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
11.6
|
|
|
$
|
12.2
|
|
|
May 31, 2015
|
|
August 31, 2014
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment in noncontrolling affiliate
|
$
|
8.0
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Senior unsecured public notes, net of unamortized discount
|
$
|
349.7
|
|
|
$
|
387.6
|
|
|
$
|
349.6
|
|
|
$
|
391.2
|
|
Industrial revenue bond
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
6.
|
Goodwill and Intangible Assets
|
7.
|
Inventories
|
|
May 31, 2015
|
|
August 31, 2014
|
||||
Raw materials, supplies, and work in process
(1)
|
$
|
135.4
|
|
|
$
|
125.7
|
|
Finished goods
|
134.2
|
|
|
97.6
|
|
||
|
269.6
|
|
|
223.3
|
|
||
Less: Reserves
|
(13.2
|
)
|
|
(11.3
|
)
|
||
Total Inventory
|
$
|
256.4
|
|
|
$
|
212.0
|
|
(1)
|
Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not believe the segregation of raw materials and work in process to be meaningful information.
|
8.
|
Earnings Per Share
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 31, 2015
|
|
May 31, 2014
|
|
May 31, 2015
|
|
May 31, 2014
|
||||||||
Basic Earnings per Share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
64.5
|
|
|
$
|
43.8
|
|
|
$
|
162.0
|
|
|
$
|
121.0
|
|
Less: Income attributable to participating securities
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(1.2
|
)
|
||||
Net income available to common shareholders
|
$
|
64.3
|
|
|
$
|
43.4
|
|
|
$
|
161.3
|
|
|
$
|
119.8
|
|
Basic weighted average shares outstanding
|
43.2
|
|
|
42.8
|
|
|
43.1
|
|
|
42.7
|
|
||||
Basic earnings per share
|
$
|
1.49
|
|
|
$
|
1.01
|
|
|
$
|
3.74
|
|
|
$
|
2.81
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income
|
$
|
64.5
|
|
|
$
|
43.8
|
|
|
$
|
162.0
|
|
|
$
|
121.0
|
|
Less: Income attributable to participating securities
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.7
|
)
|
|
(1.2
|
)
|
||||
Net income available to common shareholders
|
$
|
64.3
|
|
|
$
|
43.4
|
|
|
$
|
161.3
|
|
|
$
|
119.8
|
|
Basic weighted average shares outstanding
|
43.2
|
|
|
42.8
|
|
|
43.1
|
|
|
42.7
|
|
||||
Common stock equivalents
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
||||
Diluted weighted average shares outstanding
|
43.5
|
|
|
43.1
|
|
|
43.4
|
|
|
43.0
|
|
||||
Diluted earnings per share
|
$
|
1.48
|
|
|
$
|
1.01
|
|
|
$
|
3.72
|
|
|
$
|
2.79
|
|
|
Foreign Currency Items
|
|
Defined Benefit Pension Plans
|
|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance at August 31, 2014
|
$
|
(18.1
|
)
|
|
$
|
(53.8
|
)
|
|
$
|
(71.9
|
)
|
Other Comprehensive Income (Expense) before reclassifications
|
(18.5
|
)
|
|
—
|
|
|
(18.5
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
1.6
|
|
|
1.6
|
|
|||
Net current-period Other Comprehensive Income (Expense)
|
(18.5
|
)
|
|
1.6
|
|
|
(16.9
|
)
|
|||
Balance at May 31, 2015
|
$
|
(36.6
|
)
|
|
$
|
(52.2
|
)
|
|
$
|
(88.8
|
)
|
|
Three Months Ended
|
||||||||||||||||||||||
|
May 31, 2015
|
|
May 31, 2014
|
||||||||||||||||||||
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
||||||||||||
Foreign Currency Translation Adjustments
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
1.8
|
|
|
$
|
—
|
|
|
$
|
1.8
|
|
Defined Benefit Pension Plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
0.2
|
|
(1)
|
(0.1
|
)
|
|
0.1
|
|
|
0.2
|
|
(1)
|
(0.1
|
)
|
|
0.1
|
|
||||||
Actuarial losses
|
1.1
|
|
(1)
|
(0.3
|
)
|
|
0.8
|
|
|
0.8
|
|
(1)
|
(0.2
|
)
|
|
0.6
|
|
||||||
Total Defined Benefit Pension Plans, net
|
1.3
|
|
|
(0.4
|
)
|
|
0.9
|
|
|
1.0
|
|
|
(0.3
|
)
|
|
0.7
|
|
||||||
Other Comprehensive Income (Expense)
|
$
|
(0.2
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
2.8
|
|
|
$
|
(0.3
|
)
|
|
$
|
2.5
|
|
(1)
|
These accumulated other comprehensive income components are included in net periodic pension cost. See
Pension and Profit Sharing Plans
footnote
within the
Notes to Consolidated Financial Statements
for additional details.
|
|
Nine Months Ended
|
||||||||||||||||||||||
|
May 31, 2015
|
|
May 31, 2014
|
||||||||||||||||||||
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
||||||||||||
Foreign Currency Translation Adjustments
|
$
|
(18.5
|
)
|
|
$
|
—
|
|
|
$
|
(18.5
|
)
|
|
$
|
2.8
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
Defined Benefit Pension Plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial gain (loss)
|
(1.3
|
)
|
|
0.3
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
0.6
|
|
(1)
|
(0.2
|
)
|
|
0.4
|
|
|
0.6
|
|
(1)
|
(0.2
|
)
|
|
0.4
|
|
||||||
Actuarial losses
|
3.3
|
|
(1)
|
(1.1
|
)
|
|
2.2
|
|
|
2.3
|
|
(1)
|
(0.8
|
)
|
|
1.5
|
|
||||||
Total Defined Benefit Pension Plans, net
|
2.6
|
|
|
(1.0
|
)
|
|
1.6
|
|
|
2.9
|
|
|
(1.0
|
)
|
|
1.9
|
|
||||||
Other Comprehensive Income (Expense)
|
$
|
(15.9
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(16.9
|
)
|
|
$
|
5.7
|
|
|
$
|
(1.0
|
)
|
|
$
|
4.7
|
|
(1)
|
These accumulated other comprehensive income components are included in net periodic pension cost. See
Pension and Profit Sharing Plans
footnote
within the
Notes to Consolidated Financial Statements
for additional details.
|
10.
|
Debt
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 31, 2015
|
|
May 31, 2014
|
|
May 31, 2015
|
|
May 31, 2014
|
||||||||
Interest expense
|
$
|
8.2
|
|
|
$
|
8.2
|
|
|
$
|
24.5
|
|
|
$
|
24.4
|
|
Interest income
|
(0.3
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(0.3
|
)
|
||||
Interest expense, net
|
$
|
7.9
|
|
|
$
|
8.1
|
|
|
$
|
23.8
|
|
|
$
|
24.1
|
|
11.
|
Commitments and Contingencies
|
|
Nine Months Ended
|
||||||
|
May 31
|
||||||
|
2015
|
|
2014
|
||||
Beginning of period
|
$
|
8.5
|
|
|
$
|
5.9
|
|
Warranty and recall costs
|
15.6
|
|
|
17.6
|
|
||
Payments and other deductions
|
(13.0
|
)
|
|
(13.1
|
)
|
||
End of period
|
$
|
11.1
|
|
|
$
|
10.4
|
|
12.
|
Share-Based Payments
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
May 31, 2015
|
|
May 31, 2014
|
|
May 31, 2015
|
|
May 31, 2014
|
||||||||
Service cost
|
$
|
0.8
|
|
|
$
|
0.6
|
|
|
$
|
2.3
|
|
|
$
|
1.9
|
|
Interest cost
|
2.1
|
|
|
2.1
|
|
|
6.3
|
|
|
6.6
|
|
||||
Expected return on plan assets
|
(2.8
|
)
|
|
(2.5
|
)
|
|
(8.2
|
)
|
|
(7.5
|
)
|
||||
Amortization of prior service cost
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.6
|
|
||||
Recognized actuarial loss
|
1.1
|
|
|
0.8
|
|
|
3.3
|
|
|
2.3
|
|
||||
Net periodic pension cost
|
$
|
1.4
|
|
|
$
|
1.2
|
|
|
$
|
4.3
|
|
|
$
|
3.9
|
|
14.
|
Special Charge
|
|
Fiscal 2013 Actions
|
|
Fiscal 2015 Actions
|
|
Total
|
||||||
Balance at August 31, 2014
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
Special charge
|
(0.4
|
)
|
|
9.8
|
|
|
9.4
|
|
|||
Payments made during the period
|
(0.2
|
)
|
|
(6.0
|
)
|
|
(6.2
|
)
|
|||
Balance at May 31, 2015
|
$
|
0.2
|
|
|
$
|
3.8
|
|
|
$
|
4.0
|
|
15.
|
Supplemental Guarantor Condensed Consolidating Financial Statements
|
|
May 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
614.4
|
|
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
34.2
|
|
|
$
|
—
|
|
|
$
|
652.1
|
|
Accounts receivable, net
|
—
|
|
|
349.9
|
|
|
—
|
|
|
42.9
|
|
|
—
|
|
|
392.8
|
|
||||||
Inventories
|
—
|
|
|
240.4
|
|
|
—
|
|
|
16.0
|
|
|
—
|
|
|
256.4
|
|
||||||
Other current assets
|
10.0
|
|
|
25.3
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
|
42.3
|
|
||||||
Total Current Assets
|
624.4
|
|
|
619.1
|
|
|
—
|
|
|
100.1
|
|
|
—
|
|
|
1,343.6
|
|
||||||
Property, Plant, and Equipment, net
|
0.3
|
|
|
129.5
|
|
|
—
|
|
|
35.1
|
|
|
—
|
|
|
164.9
|
|
||||||
Goodwill
|
—
|
|
|
524.2
|
|
|
2.7
|
|
|
38.4
|
|
|
—
|
|
|
565.3
|
|
||||||
Intangible assets, net
|
—
|
|
|
89.1
|
|
|
118.3
|
|
|
18.7
|
|
|
—
|
|
|
226.1
|
|
||||||
Deferred income taxes
|
30.5
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|
(30.5
|
)
|
|
3.3
|
|
||||||
Other long-term assets
|
0.1
|
|
|
22.3
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
24.6
|
|
||||||
Investments in and amounts due from subsidiaries
|
743.6
|
|
|
125.1
|
|
|
161.3
|
|
|
—
|
|
|
(1,030.0
|
)
|
|
—
|
|
||||||
Total Assets
|
$
|
1,398.9
|
|
|
$
|
1,509.3
|
|
|
$
|
282.3
|
|
|
$
|
197.8
|
|
|
$
|
(1,060.5
|
)
|
|
$
|
2,327.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.8
|
|
|
$
|
285.7
|
|
|
$
|
—
|
|
|
$
|
15.4
|
|
|
$
|
—
|
|
|
$
|
301.9
|
|
Other accrued liabilities
|
20.7
|
|
|
142.8
|
|
|
—
|
|
|
20.7
|
|
|
—
|
|
|
184.2
|
|
||||||
Total Current Liabilities
|
21.5
|
|
|
428.5
|
|
|
—
|
|
|
36.1
|
|
|
—
|
|
|
486.1
|
|
||||||
Long-Term Debt
|
—
|
|
|
353.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.7
|
|
||||||
Deferred Income Taxes
|
—
|
|
|
89.0
|
|
|
—
|
|
|
—
|
|
|
(30.5
|
)
|
|
58.5
|
|
||||||
Other Long-Term Liabilities
|
63.7
|
|
|
31.9
|
|
|
—
|
|
|
20.2
|
|
|
—
|
|
|
115.8
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
67.1
|
|
|
(67.1
|
)
|
|
—
|
|
||||||
Total Stockholders’ Equity
|
1,313.7
|
|
|
606.2
|
|
|
282.3
|
|
|
74.4
|
|
|
(962.9
|
)
|
|
1,313.7
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
1,398.9
|
|
|
$
|
1,509.3
|
|
|
$
|
282.3
|
|
|
$
|
197.8
|
|
|
$
|
(1,060.5
|
)
|
|
$
|
2,327.8
|
|
|
August 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
516.0
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
33.4
|
|
|
$
|
—
|
|
|
$
|
552.5
|
|
Accounts receivable, net
|
—
|
|
|
331.0
|
|
|
—
|
|
|
42.4
|
|
|
—
|
|
|
373.4
|
|
||||||
Inventories
|
—
|
|
|
196.8
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
|
212.0
|
|
||||||
Other current assets
|
9.4
|
|
|
31.6
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
48.8
|
|
||||||
Total Current Assets
|
525.4
|
|
|
562.5
|
|
|
—
|
|
|
98.8
|
|
|
—
|
|
|
1,186.7
|
|
||||||
Property, Plant, and Equipment, net
|
0.4
|
|
|
121.4
|
|
|
—
|
|
|
30.7
|
|
|
—
|
|
|
152.5
|
|
||||||
Goodwill
|
—
|
|
|
524.2
|
|
|
2.7
|
|
|
42.5
|
|
|
—
|
|
|
569.4
|
|
||||||
Intangible assets, net
|
—
|
|
|
86.6
|
|
|
121.5
|
|
|
23.5
|
|
|
—
|
|
|
231.6
|
|
||||||
Deferred income taxes
|
30.4
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
(30.5
|
)
|
|
3.0
|
|
||||||
Other long-term assets
|
4.2
|
|
|
18.0
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
24.9
|
|
||||||
Investments in and amounts due from subsidiaries
|
692.6
|
|
|
130.2
|
|
|
142.3
|
|
|
—
|
|
|
(965.1
|
)
|
|
—
|
|
||||||
Total Assets
|
$
|
1,253.0
|
|
|
$
|
1,442.9
|
|
|
$
|
266.5
|
|
|
$
|
201.3
|
|
|
$
|
(995.6
|
)
|
|
$
|
2,168.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
1.1
|
|
|
$
|
268.2
|
|
|
$
|
—
|
|
|
$
|
18.1
|
|
|
$
|
—
|
|
|
$
|
287.4
|
|
Other accrued liabilities
|
25.0
|
|
|
129.5
|
|
|
—
|
|
|
28.6
|
|
|
—
|
|
|
183.1
|
|
||||||
Total Current Liabilities
|
26.1
|
|
|
397.7
|
|
|
—
|
|
|
46.7
|
|
|
—
|
|
|
470.5
|
|
||||||
Long-Term Debt
|
—
|
|
|
353.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.6
|
|
||||||
Deferred Income Taxes
|
—
|
|
|
88.9
|
|
|
—
|
|
|
—
|
|
|
(30.5
|
)
|
|
58.4
|
|
||||||
Other Long-Term Liabilities
|
63.4
|
|
|
34.4
|
|
|
—
|
|
|
24.3
|
|
|
—
|
|
|
122.1
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
52.3
|
|
|
(52.3
|
)
|
|
—
|
|
||||||
Total Stockholders’ Equity
|
1,163.5
|
|
|
568.3
|
|
|
266.5
|
|
|
78.0
|
|
|
(912.8
|
)
|
|
1,163.5
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
1,253.0
|
|
|
$
|
1,442.9
|
|
|
$
|
266.5
|
|
|
$
|
201.3
|
|
|
$
|
(995.6
|
)
|
|
$
|
2,168.1
|
|
|
Three Months Ended May 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
622.2
|
|
|
$
|
—
|
|
|
$
|
61.5
|
|
|
$
|
—
|
|
|
$
|
683.7
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
10.5
|
|
|
21.9
|
|
|
(32.4
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
622.2
|
|
|
10.5
|
|
|
83.4
|
|
|
(32.4
|
)
|
|
683.7
|
|
||||||
Cost of Products Sold
|
—
|
|
|
343.4
|
|
|
—
|
|
|
66.0
|
|
|
(21.3
|
)
|
|
388.1
|
|
||||||
Gross Profit
|
—
|
|
|
278.8
|
|
|
10.5
|
|
|
17.4
|
|
|
(11.1
|
)
|
|
295.6
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
7.9
|
|
|
179.2
|
|
|
1.0
|
|
|
19.0
|
|
|
(11.1
|
)
|
|
196.0
|
|
||||||
Intercompany charges
|
(0.8
|
)
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||||
Special Charge
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Operating Profit (Loss)
|
(7.1
|
)
|
|
98.8
|
|
|
9.5
|
|
|
(2.0
|
)
|
|
—
|
|
|
99.2
|
|
||||||
Interest expense, net
|
2.5
|
|
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
||||||
Equity earnings in subsidiaries
|
(70.7
|
)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
69.4
|
|
|
—
|
|
||||||
Miscellaneous (income) expense, net
|
—
|
|
|
(8.6
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
—
|
|
|
(9.5
|
)
|
||||||
Income before Provision for Income Taxes
|
61.1
|
|
|
100.7
|
|
|
9.5
|
|
|
(1.1
|
)
|
|
(69.4
|
)
|
|
100.8
|
|
||||||
Provision (Benefit) for Income Taxes
|
(3.4
|
)
|
|
35.5
|
|
|
3.8
|
|
|
0.4
|
|
|
—
|
|
|
36.3
|
|
||||||
Net Income
|
$
|
64.5
|
|
|
$
|
65.2
|
|
|
$
|
5.7
|
|
|
$
|
(1.5
|
)
|
|
$
|
(69.4
|
)
|
|
$
|
64.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income (Expense) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
(1.5
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
(1.5
|
)
|
||||||
Defined Benefit Pension Plans, net
|
0.9
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
|
(0.6
|
)
|
|
0.9
|
|
||||||
Other Comprehensive Income (Expense) Items, net of tax
|
(0.6
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
0.3
|
|
|
0.9
|
|
|
(0.6
|
)
|
||||||
Comprehensive Income (Expense)
|
$
|
63.9
|
|
|
$
|
64.0
|
|
|
$
|
5.7
|
|
|
$
|
(1.2
|
)
|
|
$
|
(68.5
|
)
|
|
$
|
63.9
|
|
|
Three Months Ended May 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
545.5
|
|
|
$
|
—
|
|
|
$
|
58.4
|
|
|
$
|
—
|
|
|
$
|
603.9
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
9.6
|
|
|
25.1
|
|
|
(34.7
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
545.5
|
|
|
9.6
|
|
|
83.5
|
|
|
(34.7
|
)
|
|
603.9
|
|
||||||
Cost of Products Sold
|
—
|
|
|
325.4
|
|
|
—
|
|
|
59.6
|
|
|
(24.5
|
)
|
|
360.5
|
|
||||||
Gross Profit
|
—
|
|
|
220.1
|
|
|
9.6
|
|
|
23.9
|
|
|
(10.2
|
)
|
|
243.4
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
7.2
|
|
|
153.4
|
|
|
1.0
|
|
|
19.4
|
|
|
(10.2
|
)
|
|
170.8
|
|
||||||
Intercompany charges
|
(0.8
|
)
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
||||||
Operating Profit (Loss)
|
(6.4
|
)
|
|
66.3
|
|
|
8.6
|
|
|
4.1
|
|
|
—
|
|
|
72.6
|
|
||||||
Interest expense, net
|
2.5
|
|
|
5.7
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
8.1
|
|
||||||
Equity earnings in subsidiaries
|
(49.5
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
—
|
|
|
51.8
|
|
|
—
|
|
||||||
Miscellaneous (income) expense, net
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Income before Provision for Income Taxes
|
40.6
|
|
|
63.7
|
|
|
8.6
|
|
|
3.5
|
|
|
(51.8
|
)
|
|
64.6
|
|
||||||
Provision (Benefit) for Income Taxes
|
(3.2
|
)
|
|
19.4
|
|
|
3.4
|
|
|
1.2
|
|
|
—
|
|
|
20.8
|
|
||||||
Net Income
|
$
|
43.8
|
|
|
$
|
44.3
|
|
|
$
|
5.2
|
|
|
$
|
2.3
|
|
|
$
|
(51.8
|
)
|
|
$
|
43.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income (Expense) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
1.8
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
1.8
|
|
||||||
Defined Benefit Pension Plans, net
|
0.7
|
|
|
1.0
|
|
|
—
|
|
|
0.7
|
|
|
(1.7
|
)
|
|
0.7
|
|
||||||
Other Comprehensive Income (Expense) Items, net of tax
|
2.5
|
|
|
2.8
|
|
|
—
|
|
|
0.7
|
|
|
(3.5
|
)
|
|
2.5
|
|
||||||
Comprehensive Income (Expense)
|
$
|
46.3
|
|
|
$
|
47.1
|
|
|
$
|
5.2
|
|
|
$
|
3.0
|
|
|
$
|
(55.3
|
)
|
|
$
|
46.3
|
|
|
Nine Months Ended May 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
1,758.6
|
|
|
$
|
—
|
|
|
$
|
188.6
|
|
|
$
|
—
|
|
|
$
|
1,947.2
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
29.7
|
|
|
72.1
|
|
|
(101.8
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
1,758.6
|
|
|
29.7
|
|
|
260.7
|
|
|
(101.8
|
)
|
|
1,947.2
|
|
||||||
Cost of Products Sold
|
—
|
|
|
996.0
|
|
|
—
|
|
|
197.6
|
|
|
(70.7
|
)
|
|
1,122.9
|
|
||||||
Gross Profit
|
—
|
|
|
762.6
|
|
|
29.7
|
|
|
63.1
|
|
|
(31.1
|
)
|
|
824.3
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
23.3
|
|
|
496.6
|
|
|
3.0
|
|
|
58.2
|
|
|
(31.1
|
)
|
|
550.0
|
|
||||||
Intercompany charges
|
(2.4
|
)
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||||
Special Charge
|
—
|
|
|
9.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.8
|
|
||||||
Operating Profit (Loss)
|
(20.9
|
)
|
|
255.0
|
|
|
26.7
|
|
|
3.7
|
|
|
—
|
|
|
264.5
|
|
||||||
Interest expense (income), net
|
7.6
|
|
|
16.3
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
23.8
|
|
||||||
Equity earnings in subsidiaries
|
(180.5
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
183.5
|
|
|
—
|
|
||||||
Miscellaneous (income) expense, net
|
—
|
|
|
(9.5
|
)
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(10.5
|
)
|
||||||
Income before Provision for Income Taxes
|
152.0
|
|
|
251.2
|
|
|
26.7
|
|
|
4.8
|
|
|
(183.5
|
)
|
|
251.2
|
|
||||||
Provision (Benefit) for Income Taxes
|
(10.0
|
)
|
|
86.4
|
|
|
10.7
|
|
|
2.1
|
|
|
—
|
|
|
89.2
|
|
||||||
Net Income
|
$
|
162.0
|
|
|
$
|
164.8
|
|
|
$
|
16.0
|
|
|
$
|
2.7
|
|
|
$
|
(183.5
|
)
|
|
$
|
162.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income (Expense) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
(18.5
|
)
|
|
(18.5
|
)
|
|
—
|
|
|
—
|
|
|
18.5
|
|
|
(18.5
|
)
|
||||||
Defined Benefit Pension Plans, net
|
1.6
|
|
|
1.0
|
|
|
—
|
|
|
0.2
|
|
|
(1.2
|
)
|
|
1.6
|
|
||||||
Other Comprehensive Income (Expense) Items, net of tax
|
(16.9
|
)
|
|
(17.5
|
)
|
|
—
|
|
|
0.2
|
|
|
17.3
|
|
|
(16.9
|
)
|
||||||
Comprehensive Income (Expense)
|
$
|
145.1
|
|
|
$
|
147.3
|
|
|
$
|
16.0
|
|
|
$
|
2.9
|
|
|
$
|
(166.2
|
)
|
|
$
|
145.1
|
|
|
Nine Months Ended May 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
1,541.8
|
|
|
$
|
—
|
|
|
$
|
183.0
|
|
|
$
|
—
|
|
|
$
|
1,724.8
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
27.0
|
|
|
67.8
|
|
|
(94.8
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
1,541.8
|
|
|
27.0
|
|
|
250.8
|
|
|
(94.8
|
)
|
|
1,724.8
|
|
||||||
Cost of Products Sold
|
—
|
|
|
908.8
|
|
|
—
|
|
|
185.7
|
|
|
(65.4
|
)
|
|
1,029.1
|
|
||||||
Gross Profit
|
—
|
|
|
633.0
|
|
|
27.0
|
|
|
65.1
|
|
|
(29.4
|
)
|
|
695.7
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
21.0
|
|
|
435.6
|
|
|
3.1
|
|
|
57.2
|
|
|
(29.4
|
)
|
|
487.5
|
|
||||||
Intercompany charges
|
(2.4
|
)
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||||
Special Charge
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Operating Profit (Loss)
|
(18.6
|
)
|
|
196.4
|
|
|
23.9
|
|
|
6.7
|
|
|
—
|
|
|
208.4
|
|
||||||
Interest expense (income), net
|
7.5
|
|
|
16.7
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
24.1
|
|
||||||
Equity earnings in subsidiaries
|
(137.8
|
)
|
|
(5.3
|
)
|
|
—
|
|
|
—
|
|
|
143.1
|
|
|
—
|
|
||||||
Miscellaneous (income) expense, net
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
0.2
|
|
|
1.1
|
|
|
0.6
|
|
||||||
Income before Provision for Income Taxes
|
111.7
|
|
|
185.7
|
|
|
23.9
|
|
|
6.6
|
|
|
(144.2
|
)
|
|
183.7
|
|
||||||
Provision (Benefit) for Income Taxes
|
(9.3
|
)
|
|
61.1
|
|
|
9.4
|
|
|
1.5
|
|
|
—
|
|
|
62.7
|
|
||||||
Net Income
|
$
|
121.0
|
|
|
$
|
124.6
|
|
|
$
|
14.5
|
|
|
$
|
5.1
|
|
|
$
|
(144.2
|
)
|
|
$
|
121.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income (Expense) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
2.8
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
2.8
|
|
||||||
Defined Benefit Pension Plans, net
|
1.9
|
|
|
1.6
|
|
|
—
|
|
|
1.1
|
|
|
(2.7
|
)
|
|
1.9
|
|
||||||
Other Comprehensive Income (Expense) Items, net of tax
|
4.7
|
|
|
4.4
|
|
|
—
|
|
|
1.1
|
|
|
(5.5
|
)
|
|
4.7
|
|
||||||
Comprehensive Income (Expense)
|
$
|
125.7
|
|
|
$
|
129.0
|
|
|
$
|
14.5
|
|
|
$
|
6.2
|
|
|
$
|
(149.7
|
)
|
|
$
|
125.7
|
|
|
Nine Months Ended May 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Cash Provided by Operating Activities
|
$
|
104.8
|
|
|
$
|
33.8
|
|
|
$
|
—
|
|
|
$
|
19.6
|
|
|
$
|
—
|
|
|
$
|
158.2
|
|
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(29.9
|
)
|
|
—
|
|
|
(12.4
|
)
|
|
—
|
|
|
(42.3
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||
Investments in subsidiaries
|
(9.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
—
|
|
||||||
Investment and acquisition of business
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.6
|
)
|
||||||
Proceeds from settlement of financial instrument
|
—
|
|
|
14.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.4
|
|
||||||
Purchase of financial instrument
|
—
|
|
|
(4.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.1
|
)
|
||||||
Net Cash Used for Investing Activities
|
(9.5
|
)
|
|
(33.2
|
)
|
|
—
|
|
|
(12.4
|
)
|
|
9.5
|
|
|
(45.6
|
)
|
||||||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from stock option exercises and other
|
7.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.5
|
|
||||||
Excess tax benefits from share-based payments
|
12.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.6
|
|
||||||
Intercompany capital
|
—
|
|
|
—
|
|
|
—
|
|
|
9.5
|
|
|
(9.5
|
)
|
|
—
|
|
||||||
Dividends paid
|
(17.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.0
|
)
|
||||||
Other financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|
(10.4
|
)
|
||||||
Net Cash Provided by Financing Activities
|
3.1
|
|
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(9.5
|
)
|
|
(7.3
|
)
|
||||||
Effect of Exchange Rate Changes on Cash
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(5.5
|
)
|
|
—
|
|
|
(5.7
|
)
|
||||||
Net Change in Cash and Cash Equivalents
|
98.4
|
|
|
0.4
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
99.6
|
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
516.0
|
|
|
3.1
|
|
|
—
|
|
|
33.4
|
|
|
—
|
|
|
552.5
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
614.4
|
|
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
34.2
|
|
|
$
|
—
|
|
|
$
|
652.1
|
|
|
Nine Months Ended May 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Cash Provided by Operating Activities
|
$
|
102.3
|
|
|
$
|
25.3
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
128.8
|
|
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(20.2
|
)
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(24.8
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Investments in subsidiaries
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||||
Net Cash Used for Investing Activities
|
—
|
|
|
(23.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(23.9
|
)
|
||||||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from stock option exercises and other
|
8.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
||||||
Excess tax benefits from share-based payments
|
10.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.5
|
|
||||||
Dividends paid
|
(16.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.9
|
)
|
||||||
Net Cash Provided by Financing Activities
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||||
Effect of Exchange Rate Changes on Cash
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
||||||
Net Change in Cash and Cash Equivalents
|
104.2
|
|
|
1.5
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
108.2
|
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
331.0
|
|
|
0.8
|
|
|
—
|
|
|
27.3
|
|
|
—
|
|
|
359.1
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
435.2
|
|
|
$
|
2.3
|
|
|
$
|
—
|
|
|
$
|
29.8
|
|
|
$
|
—
|
|
|
$
|
467.3
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
May 31, 2015
|
|
May 31, 2014
|
|
Increase (Decrease)
|
|
Percent Change
|
|||||||
Net Sales
|
$
|
683.7
|
|
|
$
|
603.9
|
|
|
$
|
79.8
|
|
|
13.2
|
%
|
Cost of Products Sold
|
388.1
|
|
|
360.5
|
|
|
27.6
|
|
|
7.7
|
%
|
|||
Gross Profit
|
295.6
|
|
|
243.4
|
|
|
52.2
|
|
|
21.4
|
%
|
|||
Percent of net sales
|
43.2
|
%
|
|
40.3
|
%
|
|
290
|
|
bps
|
|
|
|||
Selling, Distribution, and Administrative Expenses
|
196.0
|
|
|
170.8
|
|
|
25.2
|
|
|
14.8
|
%
|
|||
Special Charge
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
%
|
|||
Operating Profit
|
99.2
|
|
|
72.6
|
|
|
26.6
|
|
|
36.6
|
%
|
|||
Percent of net sales
|
14.5
|
%
|
|
12.0
|
%
|
|
250
|
|
bps
|
|
|
|||
Other Expense (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Expense, net
|
7.9
|
|
|
8.1
|
|
|
(0.2
|
)
|
|
(2.5
|
)%
|
|||
Miscellaneous (Income)/Expense, net
|
(9.5
|
)
|
|
(0.1
|
)
|
|
(9.4
|
)
|
|
NM
|
|
|||
Total Other (Income) Expense
|
(1.6
|
)
|
|
8.0
|
|
|
(9.6
|
)
|
|
(120.0
|
)%
|
|||
Income before Provision for Income Taxes
|
100.8
|
|
|
64.6
|
|
|
36.2
|
|
|
56.0
|
%
|
|||
Percent of net sales
|
14.7
|
%
|
|
10.7
|
%
|
|
400
|
|
bps
|
|
|
|||
Provision for Taxes
|
36.3
|
|
|
20.8
|
|
|
15.5
|
|
|
74.5
|
%
|
|||
Effective tax rate
|
36.0
|
%
|
|
32.2
|
%
|
|
|
|
|
|
|
|||
Net Income
|
$
|
64.5
|
|
|
$
|
43.8
|
|
|
$
|
20.7
|
|
|
47.3
|
%
|
Diluted Earnings per Share
|
$
|
1.48
|
|
|
$
|
1.01
|
|
|
$
|
0.47
|
|
|
46.5
|
%
|
|
Three Months Ended
|
|
|
|
|||||||||
|
May 31, 2015
|
|
May 31, 2014
|
|
Increase (Decrease)
|
Percent Change
|
|||||||
Selling, Distribution, and Administrative Expenses
|
$
|
196.0
|
|
|
$
|
170.8
|
|
|
|
|
|||
Less: Acquisition-related professional fees
|
(1.3
|
)
|
|
—
|
|
|
|
|
|||||
Add-back: Freight service provider fraud-related recovery
|
—
|
|
|
0.8
|
|
|
|
|
|||||
Adjusted Selling, Distribution and Administrative Expenses
|
$
|
194.7
|
|
|
$
|
171.6
|
|
|
$
|
23.1
|
|
13.5
|
%
|
Percent of net sales
|
28.5
|
%
|
|
28.4
|
%
|
|
10
|
|
bps
|
||||
Operating Profit
|
$
|
99.2
|
|
|
$
|
72.6
|
|
|
|
|
|||
Less: Freight service provider fraud-related recovery
|
—
|
|
|
(0.8
|
)
|
|
|
|
|||||
Add-back: Acquisition-related professional fees
|
1.3
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
0.4
|
|
|
—
|
|
|
|
|
|||||
Adjusted Operating Profit
|
$
|
100.9
|
|
|
$
|
71.8
|
|
|
$
|
29.1
|
|
40.5
|
%
|
Percent of net sales
|
14.8
|
%
|
|
11.9
|
%
|
|
290
|
|
bps
|
||||
Other Expense (Income)
|
$
|
(1.6
|
)
|
|
$
|
8.0
|
|
|
|
|
|||
Add-back: Net gain on financial instruments
|
10.5
|
|
|
—
|
|
|
|
|
|||||
Adjusted Other Expense (Income)
|
$
|
8.9
|
|
|
$
|
8.0
|
|
|
$
|
0.9
|
|
11.3
|
%
|
Net Income
|
$
|
64.5
|
|
|
$
|
43.8
|
|
|
|
|
|||
Less: Net gain on financial instruments, net of tax
|
(6.5
|
)
|
|
—
|
|
|
|
|
|||||
Less: Freight service provider fraud-related recovery, net of tax
|
—
|
|
|
(0.5
|
)
|
|
|
|
|||||
Add-back: Acquisition-related professional fees
|
1.3
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge, net of tax
|
0.2
|
|
|
—
|
|
|
|
|
|||||
Adjusted Net Income
|
$
|
59.5
|
|
|
$
|
43.3
|
|
|
$
|
16.2
|
|
37.4
|
%
|
Diluted Earnings per Share
|
$
|
1.48
|
|
|
$
|
1.01
|
|
|
|
|
|||
Less: Net gain on financial instruments, net of tax
|
(0.15
|
)
|
|
—
|
|
|
|
|
|||||
Less: Freight service provider fraud-related recovery, net of tax
|
—
|
|
|
(0.01
|
)
|
|
|
|
|||||
Add-back: Acquisition-related professional fees
|
0.03
|
|
|
—
|
|
|
|
|
|||||
Less: Special charge, net of tax
|
0.01
|
|
|
—
|
|
|
|
|
|||||
Adjusted Diluted Earnings per Share
|
$
|
1.37
|
|
|
$
|
1.00
|
|
|
$
|
0.37
|
|
37.0
|
%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
May 31, 2015
|
|
May 31, 2014
|
|
Increase (Decrease)
|
|
Percent Change
|
|||||||
Net Sales
|
$
|
1,947.2
|
|
|
$
|
1,724.8
|
|
|
$
|
222.4
|
|
|
12.9
|
%
|
Cost of Products Sold
|
1,122.9
|
|
|
1,029.1
|
|
|
93.8
|
|
|
9.1
|
%
|
|||
Gross Profit
|
824.3
|
|
|
695.7
|
|
|
128.6
|
|
|
18.5
|
%
|
|||
Percent of net sales
|
42.3
|
%
|
|
40.3
|
%
|
|
200
|
|
bps
|
|
|
|||
Selling, Distribution, and Administrative Expenses
|
550.0
|
|
|
487.5
|
|
|
62.5
|
|
|
12.8
|
%
|
|||
Special Charge
|
9.8
|
|
|
(0.2
|
)
|
|
10.0
|
|
|
NM
|
|
|||
Operating Profit
|
264.5
|
|
|
208.4
|
|
|
56.1
|
|
|
26.9
|
%
|
|||
Percent of net sales
|
13.6
|
%
|
|
12.1
|
%
|
|
150
|
|
bps
|
|
|
|||
Other Expense (Income)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Expense, net
|
23.8
|
|
|
24.1
|
|
|
(0.3
|
)
|
|
(1.2
|
)%
|
|||
Miscellaneous (Income) Expense, net
|
(10.5
|
)
|
|
0.6
|
|
|
(11.1
|
)
|
|
NM
|
|
|||
Total Other Expense
|
13.3
|
|
|
24.7
|
|
|
(11.4
|
)
|
|
(46.2
|
)%
|
|||
Income before Provision for Income Taxes
|
251.2
|
|
|
183.7
|
|
|
67.5
|
|
|
36.7
|
%
|
|||
Percent of net sales
|
12.9
|
%
|
|
10.7
|
%
|
|
220
|
|
bps
|
|
|
|||
Provision for Taxes
|
89.2
|
|
|
62.7
|
|
|
26.5
|
|
|
42.3
|
%
|
|||
Effective tax rate
|
35.5
|
%
|
|
34.1
|
%
|
|
|
|
|
|
|
|||
Net Income
|
$
|
162.0
|
|
|
$
|
121.0
|
|
|
$
|
41.0
|
|
|
33.9
|
%
|
Diluted Earnings per Share
|
$
|
3.72
|
|
|
$
|
2.79
|
|
|
$
|
0.93
|
|
|
33.3
|
%
|
|
Nine Months Ended
|
|
|
|
|||||||||
|
May 31, 2015
|
|
May 31, 2014
|
|
Increase (Decrease)
|
Percent Change
|
|||||||
Selling, Distribution, and Administrative Expenses
|
$
|
550.0
|
|
|
$
|
487.5
|
|
|
|
|
|||
Less: Acquisition-related professional fees
|
(2.0
|
)
|
|
—
|
|
|
|
|
|||||
Add-back: Freight service provider fraud-related recoveries
|
—
|
|
|
5.8
|
|
|
|
|
|||||
Adjusted Selling, Distribution and Administrative Expenses
|
$
|
548.0
|
|
|
$
|
493.3
|
|
|
$
|
54.7
|
|
11.1
|
%
|
Percent of net sales
|
28.1
|
%
|
|
28.6
|
%
|
|
(50
|
)
|
bps
|
||||
Operating Profit
|
$
|
264.5
|
|
|
$
|
208.4
|
|
|
|
|
|||
Add-back: Acquisition-related professional fees
|
2.0
|
|
|
—
|
|
|
|
|
|||||
Less: Freight service provider fraud-related recoveries
|
—
|
|
|
(5.8
|
)
|
|
|
|
|||||
Add-back: Special charge
|
9.8
|
|
|
(0.2
|
)
|
|
|
|
|||||
Adjusted Operating Profit
|
$
|
276.3
|
|
|
$
|
202.4
|
|
|
$
|
73.9
|
|
36.5
|
%
|
Percent of net sales
|
14.2
|
%
|
|
11.7
|
%
|
|
250
|
|
bps
|
||||
Other Expense (Income)
|
$
|
13.3
|
|
|
$
|
24.7
|
|
|
|
|
|||
Add-back: Net gain on financial instruments
|
10.5
|
|
|
—
|
|
|
|
|
|||||
Adjusted Other Expense (Income)
|
$
|
23.8
|
|
|
$
|
24.7
|
|
|
$
|
(0.9
|
)
|
(3.6
|
)%
|
Net Income
|
$
|
162.0
|
|
|
$
|
121.0
|
|
|
|
|
|||
Less: Net gain on financial instruments, net of tax
|
(6.5
|
)
|
|
—
|
|
|
|
|
|||||
Add-back: Acquisition-related professional fees
|
2.0
|
|
|
—
|
|
|
|
|
|||||
Less: Freight service provider fraud-related recoveries, net of tax
|
—
|
|
|
(3.6
|
)
|
|
|
|
|||||
Add-back: Special charge, net of tax
|
6.1
|
|
|
(0.1
|
)
|
|
|
|
|||||
Adjusted Net Income
|
$
|
163.6
|
|
|
$
|
117.3
|
|
|
$
|
46.3
|
|
39.5
|
%
|
Diluted Earnings per Share
|
$
|
3.72
|
|
|
$
|
2.79
|
|
|
|
|
|||
Less: Net gain on financial instruments, net of tax
|
(0.15
|
)
|
|
—
|
|
|
|
|
|||||
Add-back: Acquisition-related professional fees
|
0.05
|
|
|
—
|
|
|
|
|
|||||
Less: Freight service provider fraud-related recoveries, net of tax
|
—
|
|
|
(0.08
|
)
|
|
|
|
|||||
Add-back: Special charge, net of tax
|
0.14
|
|
|
—
|
|
|
|
|
|||||
Adjusted Diluted Earnings per Share
|
$
|
3.76
|
|
|
$
|
2.71
|
|
|
$
|
1.05
|
|
38.7
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1a.
|
Risk Factors
|
(i)
|
An incremental benefit was added for participants who were actively employed by the Company on June 26, 2015 (or who first become a participant on or after June 26, 2015). The incremental benefit provides a monthly benefit for 180 months commencing at age 60 equal to 1.4% of the participant's "average annual compensation" multiplied by his years of credited service not to exceed 10 years, divided by 12. Participants may elect to receive the actuarial equivalent of the incremental benefit in the form of a lump sum cash payment.
|
(ii)
|
The definition of actuarial equivalent (with respect to accrued benefits other than the participant’s vested accrued benefit as of December 31, 2004) was changed. Prior to the amendment, the definition of actuarial equivalent used an interest rate equal to the lesser of 7% per annum or the yield on 10-Year U.S. Treasury Bonds plus 1.50%; after the amendment, an interest rate equal to the lesser of 2.5% per annum or the yield on 10-Year U.S. Treasury Bonds will be used.
|
(iii)
|
Upon the occurrence of a Section 409A change in control event (as defined in the SERP), the SERP shall be terminated consistent with the requirements of Treasury Regulation section 1.409A-3(j)(4)(ix)(B), and the Company shall, within five (5) days of such an event, pay to each participant a lump sum cash payment equal to the lump sum actuarial equivalent of the participant’s accrued benefit as of such date.
|
(iv)
|
If any action at law or in equity is necessary for a participant to enforce or interpret the terms of the SERP, the Company shall promptly pay the participant’s reasonable attorneys’ fees and other reasonable expenses incurred with respect to such action.
|
Item 6.
|
Exhibits
|
Date:
|
July 1, 2015
|
|
By:
|
/S/ VERNON J. NAGEL
|
|
|
|
|
VERNON J. NAGEL
CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
|
Date:
|
July 1, 2015
|
|
By:
|
/S/ RICHARD K. REECE
|
|
|
|
|
RICHARD K. REECE
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER (Principal Financial and
Accounting Officer)
|
EXHIBIT 3
|
(a)
|
Restated Certificate of Incorporation of Acuity Brands, Inc. (formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.
|
|
Reference is made to Exhibit 3.1 of registrant's Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
|
|
(b)
|
Certificate of Amendment of Acuity Brands, Inc. (formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.
|
|
Reference is made to Exhibit 3.2 of registrant's Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
|
|
(c)
|
Amended and Restated Bylaws of Acuity Brands, Inc., dated as of September 30, 2011.
|
|
Reference is made to Exhibit 3.1 of registrant's Form 8-K as filed with the Commission on October 5, 2011, which is incorporated herein by reference.
|
EXHIBIT 10(iii)A
|
(1)
|
Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan, Effective As of January 1, 2003, As Amended and Restated Effective As of June 26, 2015
|
|
Filed with the Commission as part of this Form 10-Q.
|
EXHIBIT 31
|
(a)
|
Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
(b)
|
Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Filed with the Commission as part of this Form 10-Q.
|
EXHIBIT 32
|
(a)
|
Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
(b)
|
Certification of the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
Filed with the Commission as part of this Form 10-Q.
|
EXHIBIT 101
|
|
The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended May 31, 2015, filed on July 1, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.
|
|
Filed with the Commission as part of this Form 10-Q.
|
ARTICLE I DEFINITIONS AND CONSTRUCTION
|
1
|
1.1
|
Definitions
1
|
(a)
|
Accrued Benefit
1
|
(b)
|
Act
2
|
(c)
|
Actuarial (or Actuarially) Equivalent
2
|
(d)
|
Administrator
2
|
(e)
|
Authorized Leave of Absence
2
|
(f)
|
Annual Bonus
2
|
(g)
|
Average Annual Compensation
2
|
(h)
|
Beneficiary
2
|
(i)
|
Board
3
|
(j)
|
Break in Service
3
|
(k)
|
Company
3
|
(l)
|
Compensation
3
|
(m)
|
Disability Retirement Date
3
|
(n)
|
Early Retirement Date
3
|
(o)
|
Effective Date
3
|
(p)
|
Executive Officer
3
|
(q)
|
Fiduciaries
3
|
(r)
|
Late Retirement Date
4
|
(s)
|
Normal Retirement Date
4
|
(t)
|
NSI
4
|
(u)
|
Participant
4
|
(v)
|
Plan
4
|
(w)
|
Plan Year
4
|
(x)
|
Prior Plan
4
|
(y)
|
Retirement
4
|
(z)
|
Surviving Spouse
4
|
(aa)
|
Termination Date
4
|
(bb)
|
Total and Permanent Disability
4
|
(cc)
|
Vested Terminee
4
|
(dd)
|
Year of Credited Service
4
|
(ee)
|
Pre-Section 409A Benefit
5
|
(ff)
|
Section 409A
5
|
(gg)
|
Section 409A Benefit
5
|
1.2
|
Construction
5
|
ARTICLE II PARTICIPATION, CREDITED SERVICE, AND BREAK IN SERVICE
|
6
|
2.1
|
Eligibility for Participation
6
|
2.2
|
Break in Service
6
|
2.3
|
Participants Bound
6
|
2.4
|
Transfers
6
|
ARTICLE III RETIREMENT AND TERMINATION DATES
|
8
|
3.1
|
Normal Retirement Benefit
8
|
3.2
|
Late Retirement Benefit
8
|
3.3
|
Early Retirement Benefit
8
|
3.4
|
Disability Retirement Benefit
9
|
3.5
|
Vested Terminee Benefit
9
|
3.6
|
Termination Prior to Completion of Three (3) Years of Credited Service
9
|
3.7
|
Form of Payment of Standard Accrued Benefit
10
|
3.8
|
Form of Payment of Incremental Accrued Benefit
10
|
3.9
|
Pre-Section 409A Benefit
10
|
3.10
|
Payments to Specified Employees
10
|
ARTICLE IV PRE-RETIREMENT DEATH BENEFITS
|
11
|
ARTICLE V PLAN FINANCING
|
12
|
5.1
|
Payment of Costs and Expenses
12
|
ARTICLE VI FIDUCIARY RESPONSIBILITIES
|
13
|
6.1
|
Allocation of Responsibility Among Fiduciaries
13
|
6.2
|
Fiduciary Duties
13
|
6.3
|
Company Filing Responsibility
13
|
ARTICLE VII ADMINISTRATION
|
14
|
7.1
|
General Duties
14
|
7.2
|
Application and Forms For Benefit
14
|
7.3
|
Facility of Payment
14
|
7.4
|
Rules and Decisions
15
|
7.5
|
Company to Furnish Information
15
|
7.6
|
Administrator to Furnish Other Information
15
|
ARTICLE VIII SUCCESSOR COMPANY
|
16
|
ARTICLE IX PLAN TERMINATION
|
17
|
ARTICLE X TRUST
|
18
|
ARTICLE XI AMENDMENTS AND ACTION BY COMPANY
|
19
|
ARTICLE XII MISCELLANEOUS
|
20
|
12.1
|
Nonguarantee of Employment
20
|
12.2
|
Rights Under Plan
20
|
12.3
|
Nonalienation of Benefits
20
|
12.4
|
Headings for Convenience Only
20
|
12.5
|
Multiple Copies
20
|
12.6
|
Governing Law
20
|
12.7
|
Guarantee of Performance
20
|
12.8
|
Payment of Legal Fees
20
|
ARTICLE XIII CHANGE IN CONTROL
|
22
|
13.1
|
Cause
22
|
13.2
|
Change in Control
22
|
13.3
|
Termination of Employment
23
|
13.4
|
Plan Termination Upon a Section 409A Change in Control Event
23
|
13.5
|
Amendment or Termination
24
|
ARTICLE I
|
|
2.
|
Construction
|
ARTICLE IV
|
|
2.
|
Break in Service
|
3.
|
Participants Bound
|
4.
|
Transfers
|
ARTICLE VII
|
|
2.
|
Late Retirement Benefit
|
3.
|
Early Retirement Benefit
|
4.
|
Disability Retirement Benefit
|
5.
|
Vested Terminee Benefit
|
6.
|
Termination Prior to Completion of Three (3) Years of Credited Service
|
7.
|
Form of Payment of Standard Accrued Benefit
|
8.
|
Form of Payment of Incremental Accrued Benefit
|
9.
|
Pre-Section 409A Benefit
|
10.
|
Payments to Specified Employees
|
ARTICLE X
|
|
ARTICLE XIII
|
|
ARTICLE XVI
|
|
2.
|
Fiduciary Duties
|
3.
|
Company Filing Responsibility
|
ARTICLE XIX
|
|
2.
|
Application and Forms For Benefit
|
3.
|
Facility of Payment
|
4.
|
Rules and Decisions
|
5.
|
Company to Furnish Information
|
6.
|
Administrator to Furnish Other Information
|
ARTICLE XXII
|
|
ARTICLE XXV
|
|
ARTICLE XXVIII
|
|
ARTICLE XXXI
|
|
ARTICLE XXXIV
|
|
2.
|
Rights Under Plan
|
3.
|
Nonalienation of Benefits
|
4.
|
Headings for Convenience Only
|
5.
|
Multiple Copies
|
6.
|
Governing Law
|
7.
|
Guarantee of Performance
|
8.
|
Payment of Legal Fees
|
9.
|
Section 409A
.
|
ARTICLE XXXVII
|
|
2.
|
Change in Control
|
3.
|
Termination of Employment
|
4.
|
Plan Termination Upon a Section 409A Change in Control Event
|
5.
|
Amendment or Termination
|
1.
|
I have reviewed this report on Form 10-Q of Acuity Brands, 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
third
fiscal quarter 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.
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/s/ Vernon J. Nagel
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Vernon J. Nagel
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Chairman, President, and Chief Executive Officer
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1.
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I have reviewed this report on Form 10-Q of Acuity Brands, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
third
fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Richard K. Reece
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Richard K. Reece
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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/s/ Vernon J. Nagel
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Vernon J. Nagel
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Chairman, President, and Chief Executive Officer
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July 1, 2015
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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/s/ Richard K. Reece
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Richard K. Reece
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Executive Vice President and Chief Financial Officer
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July 1, 2015
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