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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 November 30, 2016.
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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
|
||
EX-101.LABELS LINKBASE DOCUMENT
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||
EX-101.PRESENTATION LINKBASE DOCUMENT
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EX-101.DEFINITION LINKBASE DOCUMENT
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Item 1.
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Financial Statements
|
|
November 30, 2016
|
|
August 31, 2016
|
||||
|
(unaudited)
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|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
451.2
|
|
|
$
|
413.2
|
|
Accounts receivable, less reserve for doubtful accounts of $1.6 and $1.7, respectively
|
522.5
|
|
|
572.8
|
|
||
Inventories
|
334.4
|
|
|
295.2
|
|
||
Prepayments and other current assets
|
48.1
|
|
|
41.7
|
|
||
Total current assets
|
1,356.2
|
|
|
1,322.9
|
|
||
Property, plant, and equipment, at cost:
|
|
|
|
|
|
||
Land
|
21.9
|
|
|
23.1
|
|
||
Buildings and leasehold improvements
|
178.5
|
|
|
174.4
|
|
||
Machinery and equipment
|
458.4
|
|
|
448.2
|
|
||
Total property, plant, and equipment
|
658.8
|
|
|
645.7
|
|
||
Less: accumulated depreciation and amortization
|
(385.3
|
)
|
|
(377.9
|
)
|
||
Property, plant, and equipment, net
|
273.5
|
|
|
267.8
|
|
||
Goodwill
|
941.8
|
|
|
947.8
|
|
||
Intangible assets, net
|
372.8
|
|
|
381.4
|
|
||
Deferred income taxes
|
4.8
|
|
|
5.1
|
|
||
Other long-term assets
|
14.3
|
|
|
23.0
|
|
||
Total assets
|
$
|
2,963.4
|
|
|
$
|
2,948.0
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
390.9
|
|
|
$
|
401.0
|
|
Current maturities of long-term debt
|
0.3
|
|
|
0.2
|
|
||
Accrued compensation
|
26.6
|
|
|
95.2
|
|
||
Other accrued liabilities
|
192.0
|
|
|
176.1
|
|
||
Total current liabilities
|
609.8
|
|
|
672.5
|
|
||
Long-term debt
|
355.7
|
|
|
355.0
|
|
||
Accrued pension liabilities
|
117.6
|
|
|
119.9
|
|
||
Deferred income taxes
|
74.6
|
|
|
74.6
|
|
||
Self-insurance reserves
|
7.4
|
|
|
7.2
|
|
||
Other long-term liabilities
|
68.2
|
|
|
59.0
|
|
||
Total liabilities
|
1,233.3
|
|
|
1,288.2
|
|
||
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; 53,503,317 and 53,415,687 issued, respectively
|
0.5
|
|
|
0.5
|
|
||
Paid-in capital
|
860.7
|
|
|
856.4
|
|
||
Retained earnings
|
1,436.8
|
|
|
1,360.9
|
|
||
Accumulated other comprehensive loss
|
(149.3
|
)
|
|
(139.4
|
)
|
||
Treasury stock, at cost — 9,679,752 and 9,679,457 shares, respectively
|
(418.6
|
)
|
|
(418.6
|
)
|
||
Total stockholders’ equity
|
1,730.1
|
|
|
1,659.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,963.4
|
|
|
$
|
2,948.0
|
|
|
Three Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
Net sales
|
$
|
851.2
|
|
|
$
|
736.6
|
|
Cost of products sold
|
491.6
|
|
|
417.2
|
|
||
Gross profit
|
359.6
|
|
|
319.4
|
|
||
Selling, distribution, and administrative expenses
|
231.8
|
|
|
206.6
|
|
||
Special charge
|
1.2
|
|
|
0.4
|
|
||
Operating profit
|
126.6
|
|
|
112.4
|
|
||
Other expense (income):
|
|
|
|
|
|
||
Interest expense, net
|
8.2
|
|
|
7.9
|
|
||
Miscellaneous income, net
|
(7.9
|
)
|
|
(0.7
|
)
|
||
Total other expense
|
0.3
|
|
|
7.2
|
|
||
Income before provision for income taxes
|
126.3
|
|
|
105.2
|
|
||
Provision for income taxes
|
44.6
|
|
|
36.8
|
|
||
Net income
|
$
|
81.7
|
|
|
$
|
68.4
|
|
|
|
|
|
|
|
||
Earnings per share:
|
|
|
|
|
|
||
Basic earnings per share
|
$
|
1.87
|
|
|
$
|
1.58
|
|
Basic weighted average number of shares outstanding
|
43.8
|
|
|
43.3
|
|
||
Diluted earnings per share
|
$
|
1.86
|
|
|
$
|
1.57
|
|
Diluted weighted average number of shares outstanding
|
44.0
|
|
|
43.6
|
|
||
Dividends declared per share
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
||
Comprehensive income:
|
|
|
|
|
|
||
Net income
|
$
|
81.7
|
|
|
$
|
68.4
|
|
Other comprehensive income (loss) items:
|
|
|
|
|
|
||
Foreign currency translation adjustments
|
(11.9
|
)
|
|
(4.2
|
)
|
||
Defined benefit pension plans, net of tax
|
2.0
|
|
|
1.4
|
|
||
Other comprehensive loss, net of tax
|
(9.9
|
)
|
|
(2.8
|
)
|
||
Comprehensive income
|
$
|
71.8
|
|
|
$
|
65.6
|
|
|
Three Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
81.7
|
|
|
$
|
68.4
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
17.2
|
|
|
14.3
|
|
||
Share-based payment expense
|
7.9
|
|
|
6.4
|
|
||
Excess tax benefits from share-based payments
|
(5.8
|
)
|
|
(13.9
|
)
|
||
Loss (gain) on the sale or disposal of property, plant, and equipment
|
0.1
|
|
|
(1.1
|
)
|
||
Gain on sale of investment in unconsolidated affiliate
|
(7.2
|
)
|
|
—
|
|
||
Change in assets and liabilities, net of effect of acquisitions, divestitures, and exchange rate changes:
|
|
|
|
||||
Accounts receivable
|
47.6
|
|
|
12.4
|
|
||
Inventories
|
(40.3
|
)
|
|
(13.6
|
)
|
||
Prepayments and other current assets
|
(10.7
|
)
|
|
(13.6
|
)
|
||
Accounts payable
|
(7.2
|
)
|
|
10.8
|
|
||
Other current liabilities
|
(45.7
|
)
|
|
(15.8
|
)
|
||
Other
|
1.1
|
|
|
(3.2
|
)
|
||
Net cash provided by operating activities
|
38.7
|
|
|
51.1
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant, and equipment
|
(19.5
|
)
|
|
(23.1
|
)
|
||
Proceeds from sale of property, plant, and equipment
|
5.4
|
|
|
2.1
|
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(239.2
|
)
|
||
Proceeds from sale of investment in unconsolidated affiliate
|
13.0
|
|
|
—
|
|
||
Net cash used for investing activities
|
(1.1
|
)
|
|
(260.2
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Issuance of long-term debt
|
0.9
|
|
|
—
|
|
||
Repurchases of common stock
|
(0.4
|
)
|
|
—
|
|
||
Proceeds from stock option exercises and other
|
2.1
|
|
|
6.0
|
|
||
Excess tax benefits from share-based payments
|
5.8
|
|
|
13.9
|
|
||
Dividends paid
|
(5.8
|
)
|
|
(5.7
|
)
|
||
Net cash provided by financing activities
|
2.6
|
|
|
14.2
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(2.2
|
)
|
|
(1.7
|
)
|
||
Net change in cash and cash equivalents
|
38.0
|
|
|
(196.6
|
)
|
||
Cash and cash equivalents at beginning of period
|
413.2
|
|
|
756.8
|
|
||
Cash and cash equivalents at end of period
|
$
|
451.2
|
|
|
$
|
560.2
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||
Income taxes paid during the period
|
$
|
29.0
|
|
|
$
|
11.4
|
|
Interest paid during the period
|
$
|
12.1
|
|
|
$
|
11.4
|
|
1.
|
Description of Business and Basis of Presentation
|
4.
|
New Accounting Pronouncements
|
5.
|
Fair Value Measurements
|
|
November 30, 2016
|
|
August 31, 2016
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment in noncontrolling affiliate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.0
|
|
|
$
|
14.4
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Senior unsecured public notes, net of unamortized discount and deferred costs
|
$
|
348.8
|
|
|
$
|
386.2
|
|
|
$
|
348.7
|
|
|
$
|
388.8
|
|
Industrial revenue bond
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
||||
Bank loans
|
3.2
|
|
|
3.2
|
|
|
2.5
|
|
|
2.6
|
|
6.
|
Goodwill and Intangible Assets
|
Balance at August 31, 2016
|
$
|
947.8
|
|
Foreign currency translation adjustments
|
(6.0
|
)
|
|
Balance at November 30, 2016
|
$
|
941.8
|
|
7.
|
Inventories
|
|
November 30, 2016
|
|
August 31, 2016
|
||||
Raw materials, supplies, and work in process
(1)
|
$
|
181.7
|
|
|
$
|
170.3
|
|
Finished goods
|
174.0
|
|
|
145.3
|
|
||
Inventories excluding reserves
|
355.7
|
|
|
315.6
|
|
||
Less: reserves
|
(21.3
|
)
|
|
(20.4
|
)
|
||
Total inventories
|
$
|
334.4
|
|
|
$
|
295.2
|
|
(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
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
Net income
|
$
|
81.7
|
|
|
$
|
68.4
|
|
Basic weighted average shares outstanding
|
43.8
|
|
|
43.3
|
|
||
Common stock equivalents
|
0.2
|
|
|
0.3
|
|
||
Diluted weighted average shares outstanding
|
44.0
|
|
|
43.6
|
|
||
Basic earnings per share
|
$
|
1.87
|
|
|
$
|
1.58
|
|
Diluted earnings per share
|
$
|
1.86
|
|
|
$
|
1.57
|
|
|
Foreign Currency Items
|
|
Defined Benefit Pension Plans
|
|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance at August 31, 2016
|
$
|
(47.7
|
)
|
|
$
|
(91.7
|
)
|
|
$
|
(139.4
|
)
|
Other comprehensive loss before reclassifications
|
(11.9
|
)
|
|
—
|
|
|
(11.9
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
2.0
|
|
|
2.0
|
|
|||
Net current period other comprehensive (loss) income
|
(11.9
|
)
|
|
2.0
|
|
|
(9.9
|
)
|
|||
Balance at November 30, 2016
|
$
|
(59.6
|
)
|
|
$
|
(89.7
|
)
|
|
$
|
(149.3
|
)
|
|
Three Months Ended
|
||||||||||||||||||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||||||||||||||||||
|
Before Tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(11.9
|
)
|
|
$
|
—
|
|
|
$
|
(11.9
|
)
|
|
$
|
(4.2
|
)
|
|
$
|
—
|
|
|
$
|
(4.2
|
)
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
|
0.8
|
|
(1)
|
(0.3
|
)
|
|
0.5
|
|
|
0.8
|
|
(1)
|
(0.2
|
)
|
|
0.6
|
|
||||||
Actuarial losses
|
2.2
|
|
(1)
|
(0.7
|
)
|
|
1.5
|
|
|
1.2
|
|
(1)
|
(0.4
|
)
|
|
0.8
|
|
||||||
Total defined benefit pension plans, net
|
3.0
|
|
|
(1.0
|
)
|
|
2.0
|
|
|
2.0
|
|
|
(0.6
|
)
|
|
1.4
|
|
||||||
Other comprehensive loss
|
$
|
(8.9
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
(2.2
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(2.8
|
)
|
(1)
|
These accumulated other comprehensive income (loss) 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
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
Interest expense
|
$
|
8.6
|
|
|
$
|
8.3
|
|
Interest income
|
(0.4
|
)
|
|
(0.4
|
)
|
||
Interest expense, net
|
$
|
8.2
|
|
|
$
|
7.9
|
|
11.
|
Commitments and Contingencies
|
|
Three Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
Beginning of period
|
$
|
15.5
|
|
|
$
|
9.6
|
|
Warranty and recall costs
|
9.2
|
|
|
6.9
|
|
||
Payments and other deductions
|
(7.2
|
)
|
|
(4.9
|
)
|
||
End of period
|
$
|
17.5
|
|
|
$
|
11.6
|
|
12.
|
Share-Based Payments
|
|
Three Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
Service cost
|
$
|
0.9
|
|
|
$
|
0.9
|
|
Interest cost
|
2.0
|
|
|
2.3
|
|
||
Expected return on plan assets
|
(2.8
|
)
|
|
(2.7
|
)
|
||
Amortization of prior service cost
|
0.8
|
|
|
0.8
|
|
||
Recognized actuarial loss
|
2.2
|
|
|
1.2
|
|
||
Net periodic pension cost
|
$
|
3.1
|
|
|
$
|
2.5
|
|
14.
|
Special Charge
|
|
Three Months Ended
|
||||||
|
November 30, 2016
|
|
November 30, 2015
|
||||
Severance and employee-related costs
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
Lease termination costs
|
1.1
|
|
|
—
|
|
||
Production transfer costs
|
0.3
|
|
|
—
|
|
||
Special charge
|
$
|
1.2
|
|
|
$
|
0.4
|
|
|
Severance and Employee-Related Costs
|
|
Lease Termination Costs
|
|
Total Restructuring Reserves
|
||||||
Balance at August 31, 2016
|
$
|
6.4
|
|
|
$
|
0.2
|
|
|
$
|
6.6
|
|
Costs incurred
|
(0.2
|
)
|
|
1.1
|
|
|
0.9
|
|
|||
Payments made during the period
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||
Balance at November 30, 2016
|
$
|
3.4
|
|
|
$
|
1.3
|
|
|
$
|
4.7
|
|
15.
|
Supplemental Guarantor Condensed Consolidating Financial Statements
|
|
November 30, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
389.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.9
|
|
|
$
|
—
|
|
|
$
|
451.2
|
|
Accounts receivable, net
|
—
|
|
|
454.4
|
|
|
—
|
|
|
68.1
|
|
|
—
|
|
|
522.5
|
|
||||||
Inventories
|
—
|
|
|
311.1
|
|
|
—
|
|
|
23.3
|
|
|
—
|
|
|
334.4
|
|
||||||
Other current assets
|
12.2
|
|
|
15.5
|
|
|
—
|
|
|
20.4
|
|
|
—
|
|
|
48.1
|
|
||||||
Total current assets
|
401.5
|
|
|
781.0
|
|
|
—
|
|
|
173.7
|
|
|
—
|
|
|
1,356.2
|
|
||||||
Property, plant, and equipment, net
|
0.3
|
|
|
224.1
|
|
|
—
|
|
|
49.1
|
|
|
—
|
|
|
273.5
|
|
||||||
Goodwill
|
—
|
|
|
735.8
|
|
|
2.7
|
|
|
203.3
|
|
|
—
|
|
|
941.8
|
|
||||||
Intangible assets, net
|
—
|
|
|
165.5
|
|
|
112.5
|
|
|
94.8
|
|
|
—
|
|
|
372.8
|
|
||||||
Deferred income taxes
|
47.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
(49.2
|
)
|
|
4.8
|
|
||||||
Other long-term assets
|
0.1
|
|
|
12.2
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
14.3
|
|
||||||
Investments in and amounts due from affiliates
|
1,400.2
|
|
|
426.8
|
|
|
211.1
|
|
|
—
|
|
|
(2,038.1
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,849.6
|
|
|
$
|
2,345.4
|
|
|
$
|
326.3
|
|
|
$
|
529.4
|
|
|
$
|
(2,087.3
|
)
|
|
$
|
2,963.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.5
|
|
|
$
|
360.7
|
|
|
$
|
—
|
|
|
$
|
29.7
|
|
|
$
|
—
|
|
|
$
|
390.9
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||||
Other accrued liabilities
|
17.2
|
|
|
166.7
|
|
|
—
|
|
|
34.7
|
|
|
—
|
|
|
218.6
|
|
||||||
Total current liabilities
|
17.7
|
|
|
527.4
|
|
|
—
|
|
|
64.7
|
|
|
—
|
|
|
609.8
|
|
||||||
Long-term debt
|
—
|
|
|
352.8
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
355.7
|
|
||||||
Deferred income taxes
|
—
|
|
|
95.8
|
|
|
—
|
|
|
28.0
|
|
|
(49.2
|
)
|
|
74.6
|
|
||||||
Other long-term liabilities
|
101.8
|
|
|
64.4
|
|
|
—
|
|
|
27.0
|
|
|
—
|
|
|
193.2
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
107.8
|
|
|
(107.8
|
)
|
|
—
|
|
||||||
Total stockholders’ equity
|
1,730.1
|
|
|
1,305.0
|
|
|
326.3
|
|
|
299.0
|
|
|
(1,930.3
|
)
|
|
1,730.1
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,849.6
|
|
|
$
|
2,345.4
|
|
|
$
|
326.3
|
|
|
$
|
529.4
|
|
|
$
|
(2,087.3
|
)
|
|
$
|
2,963.4
|
|
|
August 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
368.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45.0
|
|
|
$
|
—
|
|
|
$
|
413.2
|
|
Accounts receivable, net
|
—
|
|
|
503.0
|
|
|
—
|
|
|
69.8
|
|
|
—
|
|
|
572.8
|
|
||||||
Inventories
|
—
|
|
|
274.7
|
|
|
—
|
|
|
20.5
|
|
|
—
|
|
|
295.2
|
|
||||||
Other current assets
|
2.5
|
|
|
14.3
|
|
|
—
|
|
|
24.9
|
|
|
—
|
|
|
41.7
|
|
||||||
Total current assets
|
370.7
|
|
|
792.0
|
|
|
—
|
|
|
160.2
|
|
|
—
|
|
|
1,322.9
|
|
||||||
Property, plant, and equipment, net
|
0.3
|
|
|
217.8
|
|
|
—
|
|
|
49.7
|
|
|
—
|
|
|
267.8
|
|
||||||
Goodwill
|
—
|
|
|
735.8
|
|
|
2.7
|
|
|
209.3
|
|
|
—
|
|
|
947.8
|
|
||||||
Intangible assets, net
|
—
|
|
|
168.1
|
|
|
113.4
|
|
|
99.9
|
|
|
—
|
|
|
381.4
|
|
||||||
Deferred income taxes
|
47.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
(48.9
|
)
|
|
5.1
|
|
||||||
Other long-term assets
|
1.4
|
|
|
20.4
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
23.0
|
|
||||||
Investments in and amounts due from affiliates
|
1,347.6
|
|
|
299.6
|
|
|
200.5
|
|
|
—
|
|
|
(1,847.7
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,767.5
|
|
|
$
|
2,233.7
|
|
|
$
|
316.6
|
|
|
$
|
526.8
|
|
|
$
|
(1,896.6
|
)
|
|
$
|
2,948.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
1.2
|
|
|
$
|
371.3
|
|
|
$
|
—
|
|
|
$
|
28.5
|
|
|
$
|
—
|
|
|
$
|
401.0
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
$
|
0.2
|
|
|||||
Other accrued liabilities
|
14.5
|
|
|
215.4
|
|
|
—
|
|
|
41.4
|
|
|
—
|
|
|
271.3
|
|
||||||
Total current liabilities
|
15.7
|
|
|
586.7
|
|
|
—
|
|
|
70.1
|
|
|
—
|
|
|
672.5
|
|
||||||
Long-term debt
|
—
|
|
|
352.8
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
355.0
|
|
||||||
Deferred income taxes
|
—
|
|
|
95.5
|
|
|
—
|
|
|
28.0
|
|
|
(48.9
|
)
|
|
74.6
|
|
||||||
Other long-term liabilities
|
92.0
|
|
|
64.8
|
|
|
—
|
|
|
29.3
|
|
|
—
|
|
|
186.1
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
96.9
|
|
|
(96.9
|
)
|
|
—
|
|
||||||
Total stockholders’ equity
|
1,659.8
|
|
|
1,133.9
|
|
|
316.6
|
|
|
300.3
|
|
|
(1,750.8
|
)
|
|
1,659.8
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,767.5
|
|
|
$
|
2,233.7
|
|
|
$
|
316.6
|
|
|
$
|
526.8
|
|
|
$
|
(1,896.6
|
)
|
|
$
|
2,948.0
|
|
|
Three Months Ended November 30, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
746.3
|
|
|
$
|
—
|
|
|
$
|
104.9
|
|
|
$
|
—
|
|
|
$
|
851.2
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
11.5
|
|
|
51.6
|
|
|
(63.1
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
746.3
|
|
|
11.5
|
|
|
156.5
|
|
|
(63.1
|
)
|
|
851.2
|
|
||||||
Cost of products sold
|
—
|
|
|
426.9
|
|
|
—
|
|
|
114.9
|
|
|
(50.2
|
)
|
|
491.6
|
|
||||||
Gross profit
|
—
|
|
|
319.4
|
|
|
11.5
|
|
|
41.6
|
|
|
(12.9
|
)
|
|
359.6
|
|
||||||
Selling, distribution, and administrative expenses
|
11.8
|
|
|
199.9
|
|
|
0.9
|
|
|
32.1
|
|
|
(12.9
|
)
|
|
231.8
|
|
||||||
Intercompany charges
|
(1.2
|
)
|
|
0.2
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
||||||
Special charge
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||||
Operating (loss) profit
|
(10.6
|
)
|
|
118.1
|
|
|
10.6
|
|
|
8.5
|
|
|
—
|
|
|
126.6
|
|
||||||
Interest expense, net
|
2.8
|
|
|
4.0
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
8.2
|
|
||||||
Equity earnings in subsidiaries
|
(90.4
|
)
|
|
(9.1
|
)
|
|
—
|
|
|
0.2
|
|
|
99.3
|
|
|
—
|
|
||||||
Miscellaneous income, net
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(7.9
|
)
|
||||||
Income before provision for income taxes
|
77.0
|
|
|
130.5
|
|
|
10.6
|
|
|
7.5
|
|
|
(99.3
|
)
|
|
126.3
|
|
||||||
(Benefit) provision for income taxes
|
(4.7
|
)
|
|
47.8
|
|
|
0.9
|
|
|
0.6
|
|
|
—
|
|
|
44.6
|
|
||||||
Net income
|
$
|
81.7
|
|
|
$
|
82.7
|
|
|
$
|
9.7
|
|
|
$
|
6.9
|
|
|
$
|
(99.3
|
)
|
|
$
|
81.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(11.9
|
)
|
|
(11.9
|
)
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|
(11.9
|
)
|
||||||
Defined benefit pension plans, net
|
2.0
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
(1.4
|
)
|
|
2.0
|
|
||||||
Other comprehensive (loss) income items, net of tax
|
(9.9
|
)
|
|
(11.2
|
)
|
|
—
|
|
|
0.7
|
|
|
10.5
|
|
|
(9.9
|
)
|
||||||
Comprehensive income (loss)
|
$
|
71.8
|
|
|
$
|
71.5
|
|
|
$
|
9.7
|
|
|
$
|
7.6
|
|
|
$
|
(88.8
|
)
|
|
$
|
71.8
|
|
|
Three Months Ended November 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
651.4
|
|
|
$
|
—
|
|
|
$
|
85.2
|
|
|
$
|
—
|
|
|
$
|
736.6
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
10.8
|
|
|
32.0
|
|
|
(42.8
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
651.4
|
|
|
10.8
|
|
|
117.2
|
|
|
(42.8
|
)
|
|
736.6
|
|
||||||
Cost of products sold
|
—
|
|
|
366.0
|
|
|
—
|
|
|
82.2
|
|
|
(31.0
|
)
|
|
417.2
|
|
||||||
Gross profit
|
—
|
|
|
285.4
|
|
|
10.8
|
|
|
35.0
|
|
|
(11.8
|
)
|
|
319.4
|
|
||||||
Selling, distribution, and administrative expenses
|
11.0
|
|
|
180.4
|
|
|
1.0
|
|
|
26.0
|
|
|
(11.8
|
)
|
|
206.6
|
|
||||||
Intercompany charges
|
(0.8
|
)
|
|
0.3
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||||
Special charge
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Operating (loss) profit
|
(10.2
|
)
|
|
104.3
|
|
|
9.8
|
|
|
8.5
|
|
|
—
|
|
|
112.4
|
|
||||||
Interest expense, net
|
2.6
|
|
|
4.0
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
7.9
|
|
||||||
Equity earnings in subsidiaries
|
(76.7
|
)
|
|
(7.1
|
)
|
|
—
|
|
|
0.1
|
|
|
83.7
|
|
|
—
|
|
||||||
Miscellaneous income, net
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.7
|
)
|
||||||
Income before provision for income taxes
|
63.9
|
|
|
107.3
|
|
|
9.8
|
|
|
7.9
|
|
|
(83.7
|
)
|
|
105.2
|
|
||||||
(Benefit) provision for income taxes
|
(4.5
|
)
|
|
35.4
|
|
|
4.0
|
|
|
1.9
|
|
|
—
|
|
|
36.8
|
|
||||||
Net income
|
$
|
68.4
|
|
|
$
|
71.9
|
|
|
$
|
5.8
|
|
|
$
|
6.0
|
|
|
$
|
(83.7
|
)
|
|
$
|
68.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(4.2
|
)
|
|
(4.2
|
)
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
(4.2
|
)
|
||||||
Defined benefit pension plans, net
|
1.4
|
|
|
0.4
|
|
|
—
|
|
|
0.3
|
|
|
(0.7
|
)
|
|
1.4
|
|
||||||
Other comprehensive (loss) income items, net of tax
|
(2.8
|
)
|
|
(3.8
|
)
|
|
—
|
|
|
0.3
|
|
|
3.5
|
|
|
(2.8
|
)
|
||||||
Comprehensive income (loss)
|
$
|
65.6
|
|
|
$
|
68.1
|
|
|
$
|
5.8
|
|
|
$
|
6.3
|
|
|
$
|
(80.2
|
)
|
|
$
|
65.6
|
|
|
Three Months Ended November 30, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
19.4
|
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
17.1
|
|
|
$
|
—
|
|
|
$
|
38.7
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(16.5
|
)
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
(19.5
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
||||||
Proceeds from sale of investment
|
—
|
|
|
13.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
||||||
Net cash (used for) provided by investing activities
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
2.4
|
|
|
—
|
|
|
(1.1
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||
Proceeds from stock option exercises and other
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||||
Repurchases of common stock
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Excess tax benefits from share-based payments
|
5.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||||
Dividends paid
|
(5.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.8
|
)
|
||||||
Net cash provided by financing activities
|
1.7
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
2.6
|
|
||||||
Effect of exchange rates changes on cash
|
—
|
|
|
1.3
|
|
|
—
|
|
|
(3.5
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||||
Net change in cash and cash equivalents
|
21.1
|
|
|
—
|
|
|
—
|
|
|
16.9
|
|
|
—
|
|
|
38.0
|
|
||||||
Cash and cash equivalents at beginning of period
|
368.2
|
|
|
—
|
|
|
—
|
|
|
45.0
|
|
|
—
|
|
|
413.2
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
389.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.9
|
|
|
$
|
—
|
|
|
$
|
451.2
|
|
|
Three Months Ended November 30, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
24.7
|
|
|
$
|
21.0
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
|
$
|
—
|
|
|
$
|
51.1
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(21.7
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(23.1
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
0.1
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.1
|
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(239.2
|
)
|
|
—
|
|
|
(239.2
|
)
|
||||||
Net cash used for investing activities
|
—
|
|
|
(21.6
|
)
|
|
—
|
|
|
(238.6
|
)
|
|
—
|
|
|
(260.2
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from stock option exercises and other
|
6.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.0
|
|
||||||
Excess tax benefits from share-based payments
|
13.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
||||||
Dividends paid
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
||||||
Net cash provided by financing activities
|
14.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.2
|
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
0.6
|
|
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||||
Net change in cash and cash equivalents
|
38.9
|
|
|
—
|
|
|
—
|
|
|
(235.5
|
)
|
|
—
|
|
|
(196.6
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
479.9
|
|
|
—
|
|
|
—
|
|
|
276.9
|
|
|
—
|
|
|
756.8
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
518.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41.4
|
|
|
$
|
—
|
|
|
$
|
560.2
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
November 30, 2016
|
|
November 30, 2015
|
|
Increase (Decrease)
|
|
Percent Change
|
|||||||
Net sales
|
$
|
851.2
|
|
|
$
|
736.6
|
|
|
$
|
114.6
|
|
|
15.6
|
%
|
Cost of products sold
|
491.6
|
|
|
417.2
|
|
|
74.4
|
|
|
17.8
|
%
|
|||
Gross profit
|
359.6
|
|
|
319.4
|
|
|
40.2
|
|
|
12.6
|
%
|
|||
Percent of net sales
|
42.2
|
%
|
|
43.4
|
%
|
|
(120
|
)
|
bps
|
|
|
|||
Selling, distribution, and administrative expenses
|
231.8
|
|
|
206.6
|
|
|
25.2
|
|
|
12.2
|
%
|
|||
Special charge
|
1.2
|
|
|
0.4
|
|
|
0.8
|
|
|
NM
|
|
|||
Operating profit
|
126.6
|
|
|
112.4
|
|
|
14.2
|
|
|
12.6
|
%
|
|||
Percent of net sales
|
14.9
|
%
|
|
15.3
|
%
|
|
(40
|
)
|
bps
|
|
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
8.2
|
|
|
7.9
|
|
|
0.3
|
|
|
3.8
|
%
|
|||
Miscellaneous income, net
|
(7.9
|
)
|
|
(0.7
|
)
|
|
(7.2
|
)
|
|
NM
|
|
|||
Total other expense
|
0.3
|
|
|
7.2
|
|
|
(6.9
|
)
|
|
(95.8
|
)%
|
|||
Income before provision for income taxes
|
126.3
|
|
|
105.2
|
|
|
21.1
|
|
|
20.1
|
%
|
|||
Percent of net sales
|
14.8
|
%
|
|
14.3
|
%
|
|
50
|
|
bps
|
|
|
|||
Provision for income taxes
|
44.6
|
|
|
36.8
|
|
|
7.8
|
|
|
21.2
|
%
|
|||
Effective tax rate
|
35.3
|
%
|
|
35.0
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
81.7
|
|
|
$
|
68.4
|
|
|
$
|
13.3
|
|
|
19.4
|
%
|
Diluted earnings per share
|
$
|
1.86
|
|
|
$
|
1.57
|
|
|
$
|
0.29
|
|
|
18.5
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|||||||||
|
November 30, 2016
|
|
November 30, 2015
|
|
Increase (Decrease)
|
Percent Change
|
|||||||
Gross profit
|
$
|
359.6
|
|
|
$
|
319.4
|
|
|
|
|
|||
Add-back: Acquisition-related items
(1)
|
—
|
|
|
0.6
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
1.6
|
|
|
—
|
|
|
|
|
|||||
Adjusted gross profit
|
$
|
361.2
|
|
|
$
|
320.0
|
|
|
$
|
41.2
|
|
12.9
|
%
|
Percent of net sales
|
42.4
|
%
|
|
43.4
|
%
|
|
(100
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Selling, distribution, and administrative expenses
|
$
|
231.8
|
|
|
$
|
206.6
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(5.9
|
)
|
|
(5.0
|
)
|
|
|
|
|||||
Less: Share-based payment expense
|
(7.9
|
)
|
|
(6.4
|
)
|
|
|
|
|||||
Less: Acquisition-related items
(1)
|
—
|
|
|
(1.1
|
)
|
|
|
|
|||||
Adjusted selling, distribution and administrative expenses
|
$
|
218.0
|
|
|
$
|
194.1
|
|
|
$
|
23.9
|
|
12.3
|
%
|
Percent of net sales
|
25.6
|
%
|
|
26.4
|
%
|
|
(80
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
126.6
|
|
|
$
|
112.4
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
5.9
|
|
|
5.0
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
7.9
|
|
|
6.4
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
—
|
|
|
1.7
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
1.6
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
1.2
|
|
|
0.4
|
|
|
|
|
|||||
Adjusted operating profit
|
$
|
143.2
|
|
|
$
|
125.9
|
|
|
$
|
17.3
|
|
13.7
|
%
|
Percent of net sales
|
16.8
|
%
|
|
17.1
|
%
|
|
(30
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Other expense
|
$
|
0.3
|
|
|
$
|
7.2
|
|
|
|
|
|||
Add-back: Gain on sale of investment in unconsolidated affiliate
|
7.2
|
|
|
—
|
|
|
|
|
|||||
Adjusted other expense
|
$
|
7.5
|
|
|
$
|
7.2
|
|
|
$
|
0.3
|
|
4.2
|
%
|
|
|
|
|
|
|
|
|||||||
Net Income
|
$
|
81.7
|
|
|
$
|
68.4
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
5.9
|
|
|
5.0
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
7.9
|
|
|
6.4
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
—
|
|
|
1.7
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
1.6
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
1.2
|
|
|
0.4
|
|
|
|
|
|||||
Less: Gain on sale of investment in unconsolidated affiliate
|
(7.2
|
)
|
|
—
|
|
|
|
|
|||||
Total pre-tax adjustments to net income
|
9.4
|
|
|
13.5
|
|
|
|
|
|||||
Income tax effects
|
(3.3
|
)
|
|
(4.5
|
)
|
|
|
|
|||||
Adjusted net income
|
$
|
87.8
|
|
|
$
|
77.4
|
|
|
$
|
10.4
|
|
13.4
|
%
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
$
|
1.86
|
|
|
$
|
1.57
|
|
|
|
|
|||
Adjusted diluted earnings per share
|
$
|
2.00
|
|
|
$
|
1.77
|
|
|
$
|
0.23
|
|
13.0
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1a.
|
Risk Factors
|
Votes For
|
Votes Against
|
Votes Abstained
|
39,876,813
|
526,624
|
10,283
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Votes
|
35,236,678
|
2,164,070
|
413,899
|
2,599,073
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Votes
|
37,577,674
|
203,589
|
33,384
|
2,599,073
|
Votes For
|
Votes Against
|
Votes Abstained
|
Broker Non-Votes
|
1,372,715
|
36,367,610
|
74,322
|
2,599,073
|
Item 6.
|
Exhibits
|
Date:
|
January 9, 2017
|
|
By:
|
/S/ VERNON J. NAGEL
|
|
|
|
|
VERNON J. NAGEL
CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
|
Date:
|
January 9, 2017
|
|
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)
|
Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 6, 2017.
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
(d)
|
Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 6, 2017.
|
|
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 November 30, 2016, filed on January 9, 2017, 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.
|
1.
|
This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 26, 2007, as amended by a Certificate of Amendment filed with the Secretary of State of the State of Delaware on September 26, 2007 (as so amended, the “Certificate of Incorporation”).
|
2.
|
This amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.
|
3.
|
Article VII of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
|
By:
|
/s/ Vernon J. Nagel
|
|
|
|
|
|
Name: Vernon J. Nagel
|
|
|
Title: Chairman, President and Chief Executive Officer
|
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
first
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.
|
/s/ Vernon J. Nagel
|
|
|
||
Vernon J. Nagel
|
|
|
||
Chairman, President, and Chief Executive Officer
|
|
|
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
first
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.
|
/s/ Richard K. Reece
|
|
|
Richard K. Reece
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
/s/ Vernon J. Nagel
|
|
|
Vernon J. Nagel
|
|
|
Chairman, President, and Chief Executive Officer
|
|
|
January 9, 2017
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
/s/ Richard K. Reece
|
|
|
Richard K. Reece
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
January 9, 2017
|
|
|