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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 February 28, 2018.
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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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Smaller Reporting Company
o
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Non-accelerated Filer
o
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(Do not check if a smaller reporting company)
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Emerging growth Company
o
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Page No.
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Item 1.
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Financial Statements
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February 28, 2018
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August 31, 2017
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||||
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(unaudited)
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||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
229.8
|
|
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$
|
311.1
|
|
Accounts receivable, less reserve for doubtful accounts of $2.1 and $1.9, respectively
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500.2
|
|
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573.3
|
|
||
Inventories
|
322.1
|
|
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328.6
|
|
||
Prepayments and other current assets
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41.3
|
|
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32.6
|
|
||
Total current assets
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1,093.4
|
|
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1,245.6
|
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||
Property, plant, and equipment, at cost:
|
|
|
|
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Land
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22.3
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|
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22.5
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||
Buildings and leasehold improvements
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183.1
|
|
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180.7
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||
Machinery and equipment
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500.4
|
|
|
484.6
|
|
||
Total property, plant, and equipment
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705.8
|
|
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687.8
|
|
||
Less
—
Accumulated depreciation and amortization
|
(423.0
|
)
|
|
(400.1
|
)
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||
Property, plant, and equipment, net
|
282.8
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|
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287.7
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|
||
Goodwill
|
911.9
|
|
|
900.9
|
|
||
Intangible assets, net
|
447.5
|
|
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448.8
|
|
||
Deferred income taxes
|
3.2
|
|
|
3.4
|
|
||
Other long-term assets
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11.7
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|
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13.2
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||
Total assets
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$
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2,750.5
|
|
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$
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2,899.6
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
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||||
Current liabilities:
|
|
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Accounts payable
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$
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341.9
|
|
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$
|
395.1
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Current maturities of long-term debt
|
0.4
|
|
|
0.4
|
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||
Accrued compensation
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38.2
|
|
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41.8
|
|
||
Other accrued liabilities
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129.1
|
|
|
163.6
|
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||
Total current liabilities
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509.6
|
|
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600.9
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|
||
Long-term debt
|
356.5
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|
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356.5
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||
Accrued pension liabilities
|
94.3
|
|
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96.9
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||
Deferred income taxes
|
76.1
|
|
|
108.2
|
|
||
Self-insurance reserves
|
9.0
|
|
|
7.9
|
|
||
Other long-term liabilities
|
69.2
|
|
|
63.6
|
|
||
Total liabilities
|
1,114.7
|
|
|
1,234.0
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||
Commitments and contingencies (see
Commitments and Contingencies
footnote)
|
|
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Stockholders’ equity:
|
|
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|
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Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued
|
—
|
|
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—
|
|
||
Common stock, $0.01 par value; 500,000,000 shares authorized; 53,634,418 and 53,549,840 issued, respectively
|
0.5
|
|
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0.5
|
|
||
Paid-in capital
|
892.5
|
|
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881.0
|
|
||
Retained earnings
|
1,828.5
|
|
|
1,659.9
|
|
||
Accumulated other comprehensive loss
|
(115.4
|
)
|
|
(99.7
|
)
|
||
Treasury stock, at cost — 12,876,689 and 11,678,002 shares, respectively
|
(970.3
|
)
|
|
(776.1
|
)
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||
Total stockholders’ equity
|
1,635.8
|
|
|
1,665.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,750.5
|
|
|
$
|
2,899.6
|
|
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Three Months Ended
|
|
Six Months Ended
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||||||||||||
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February 28, 2018
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February 28, 2017
|
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February 28, 2018
|
|
February 28, 2017
|
||||||||
Net sales
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$
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832.1
|
|
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$
|
804.7
|
|
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$
|
1,674.9
|
|
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$
|
1,655.9
|
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Cost of products sold
|
497.2
|
|
|
468.9
|
|
|
989.8
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960.5
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||||
Gross profit
|
334.9
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|
|
335.8
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685.1
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|
|
695.4
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||||
Selling, distribution, and administrative expenses
|
246.3
|
|
|
227.8
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|
|
477.7
|
|
|
459.6
|
|
||||
Special charge
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0.6
|
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—
|
|
|
0.8
|
|
|
1.2
|
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||||
Operating profit
|
88.0
|
|
|
108.0
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|
|
206.6
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|
|
234.6
|
|
||||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
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|
||||
Interest expense, net
|
8.0
|
|
|
8.0
|
|
|
16.1
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|
|
16.2
|
|
||||
Miscellaneous expense (income), net
|
1.3
|
|
|
0.6
|
|
|
0.9
|
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(7.3
|
)
|
||||
Total other expense
|
9.3
|
|
|
8.6
|
|
|
17.0
|
|
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8.9
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|
||||
Income before income taxes
|
78.7
|
|
|
99.4
|
|
|
189.6
|
|
|
225.7
|
|
||||
Income tax (benefit) expense
|
(18.2
|
)
|
|
32.1
|
|
|
21.2
|
|
|
76.7
|
|
||||
Net income
|
$
|
96.9
|
|
|
$
|
67.3
|
|
|
$
|
168.4
|
|
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$
|
149.0
|
|
|
|
|
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|
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|
||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic earnings per share
|
$
|
2.34
|
|
|
$
|
1.54
|
|
|
$
|
4.05
|
|
|
$
|
3.40
|
|
Basic weighted average number of shares outstanding
|
41.4
|
|
|
43.8
|
|
|
41.6
|
|
|
43.8
|
|
||||
Diluted earnings per share
|
$
|
2.33
|
|
|
$
|
1.53
|
|
|
$
|
4.04
|
|
|
$
|
3.39
|
|
Diluted weighted average number of shares outstanding
|
41.5
|
|
|
44.0
|
|
|
41.7
|
|
|
44.0
|
|
||||
Dividends declared per share
|
$
|
0.13
|
|
|
$
|
0.13
|
|
|
$
|
0.26
|
|
|
$
|
0.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
96.9
|
|
|
$
|
67.3
|
|
|
$
|
168.4
|
|
|
$
|
149.0
|
|
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
2.5
|
|
|
3.3
|
|
|
(8.0
|
)
|
|
(8.6
|
)
|
||||
Defined benefit pension plans, net of tax
|
1.8
|
|
|
2.1
|
|
|
3.4
|
|
|
4.1
|
|
||||
Other comprehensive income (loss), net of tax
|
4.3
|
|
|
5.4
|
|
|
(4.6
|
)
|
|
(4.5
|
)
|
||||
Comprehensive income
|
$
|
101.2
|
|
|
$
|
72.7
|
|
|
$
|
163.8
|
|
|
$
|
144.5
|
|
|
Six Months Ended
|
||||||
|
February 28, 2018
|
|
February 28, 2017
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
168.4
|
|
|
$
|
149.0
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
38.3
|
|
|
36.5
|
|
||
Share-based payment expense
|
16.8
|
|
|
16.0
|
|
||
Loss on sale or disposal of property, plant, and equipment
|
0.1
|
|
|
0.1
|
|
||
Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
(7.2
|
)
|
||
Deferred income taxes
|
(32.0
|
)
|
|
(2.7
|
)
|
||
Change in assets and liabilities, net of effect of acquisitions, divestitures, and exchange rate changes:
|
|
|
|
||||
Accounts receivable
|
73.2
|
|
|
69.7
|
|
||
Inventories
|
6.8
|
|
|
(59.5
|
)
|
||
Prepayments and other current assets
|
(9.2
|
)
|
|
(8.9
|
)
|
||
Accounts payable
|
(54.0
|
)
|
|
(32.2
|
)
|
||
Other current liabilities
|
(39.8
|
)
|
|
(83.6
|
)
|
||
Other
|
9.7
|
|
|
12.8
|
|
||
Net cash provided by operating activities
|
178.3
|
|
|
90.0
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchases of property, plant, and equipment
|
(20.9
|
)
|
|
(35.8
|
)
|
||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
5.4
|
|
||
Acquisition of businesses, net of cash acquired
|
(26.4
|
)
|
|
—
|
|
||
Proceeds from sale of investment in unconsolidated affiliate
|
—
|
|
|
13.2
|
|
||
Other investing activities
|
—
|
|
|
(0.2
|
)
|
||
Net cash used for investing activities
|
(47.3
|
)
|
|
(17.4
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Issuances of long-term debt
|
—
|
|
|
0.9
|
|
||
Repayments of long-term debt
|
(0.2
|
)
|
|
—
|
|
||
Repurchases of common stock
|
(194.3
|
)
|
|
(0.4
|
)
|
||
Proceeds from stock option exercises and other
|
1.4
|
|
|
2.3
|
|
||
Payments for employee taxes on net settlement of equity awards
|
(6.7
|
)
|
|
(12.2
|
)
|
||
Dividends paid
|
(10.9
|
)
|
|
(11.5
|
)
|
||
Net cash used for financing activities
|
(210.7
|
)
|
|
(20.9
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1.6
|
)
|
|
(1.7
|
)
|
||
Net change in cash and cash equivalents
|
(81.3
|
)
|
|
50.0
|
|
||
Cash and cash equivalents at beginning of period
|
311.1
|
|
|
413.2
|
|
||
Cash and cash equivalents at end of period
|
$
|
229.8
|
|
|
$
|
463.2
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||
Income taxes paid during the period
|
$
|
80.3
|
|
|
$
|
97.8
|
|
Interest paid during the period
|
$
|
23.4
|
|
|
$
|
22.8
|
|
1.
|
Description of Business and Basis of Presentation
|
2.
|
Significant Accounting Policies
|
4.
|
New Accounting Pronouncements
|
5.
|
Fair Value Measurements
|
|
February 28, 2018
|
|
August 31, 2017
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior unsecured public notes, net of unamortized discount and deferred costs
|
$
|
349.3
|
|
|
$
|
369.3
|
|
|
$
|
349.1
|
|
|
$
|
379.7
|
|
Industrial revenue bond
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
||||
Bank loans
|
3.6
|
|
|
3.6
|
|
|
3.8
|
|
|
3.8
|
|
6.
|
Goodwill and Intangible Assets
|
Balance at August 31, 2017
|
$
|
900.9
|
|
Additions from acquired businesses
|
13.4
|
|
|
Foreign currency translation adjustments
|
(2.4
|
)
|
|
Balance at February 28, 2018
|
$
|
911.9
|
|
7.
|
Inventories
|
|
February 28, 2018
|
|
August 31, 2017
|
||||
Raw materials, supplies, and work in process
(1)
|
$
|
167.5
|
|
|
$
|
176.5
|
|
Finished goods
|
187.2
|
|
|
180.8
|
|
||
Inventories excluding reserves
|
354.7
|
|
|
357.3
|
|
||
Less: Reserves
|
(32.6
|
)
|
|
(28.7
|
)
|
||
Total inventories
|
$
|
322.1
|
|
|
$
|
328.6
|
|
(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 is meaningful information.
|
8.
|
Earnings Per Share
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||||
Net income
|
$
|
96.9
|
|
|
$
|
67.3
|
|
|
$
|
168.4
|
|
|
$
|
149.0
|
|
Basic weighted average shares outstanding
|
41.4
|
|
|
43.8
|
|
|
41.6
|
|
|
43.8
|
|
||||
Common stock equivalents
|
0.1
|
|
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
||||
Diluted weighted average shares outstanding
|
41.5
|
|
|
44.0
|
|
|
41.7
|
|
|
44.0
|
|
||||
Basic earnings per share
|
$
|
2.34
|
|
|
$
|
1.54
|
|
|
$
|
4.05
|
|
|
$
|
3.40
|
|
Diluted earnings per share
|
$
|
2.33
|
|
|
$
|
1.53
|
|
|
$
|
4.04
|
|
|
$
|
3.39
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
February 28, 2018
|
|
February 28, 2017
|
||||
Stock options
|
189,428
|
|
|
128,867
|
|
|
176,549
|
|
|
105,047
|
|
Restricted stock awards
|
198,186
|
|
|
103,752
|
|
|
216,746
|
|
|
78,188
|
|
9.
|
Changes in Equity
|
|
Common Stock Outstanding
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Loss |
|
Treasury
Stock, at cost
|
|
Total
|
|||||||||||||
Balance, August 31, 2017
|
41.9
|
|
|
$
|
0.5
|
|
|
$
|
881.0
|
|
|
$
|
1,659.9
|
|
|
$
|
(99.7
|
)
|
|
$
|
(776.1
|
)
|
|
$
|
1,665.6
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
168.4
|
|
|
—
|
|
|
—
|
|
|
168.4
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(4.6
|
)
|
||||||
Reclassification of stranded tax effects of the TCJA
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization, issuance, and cancellations of restricted stock grants
|
0.1
|
|
|
—
|
|
|
10.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
10.2
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Cash dividends of $0.26 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Repurchases of common stock
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194.3
|
)
|
|
(194.3
|
)
|
||||||
Balance, February 28, 2018
|
40.8
|
|
|
$
|
0.5
|
|
|
$
|
892.5
|
|
|
$
|
1,828.5
|
|
|
$
|
(115.4
|
)
|
|
$
|
(970.3
|
)
|
|
$
|
1,635.8
|
|
(1)
|
See
Income Taxes
footnote within the
Notes to Consolidated Financial Statements
for additional details.
|
10.
|
Comprehensive Income
|
|
Foreign Currency Items
|
|
Defined Benefit Pension Plans
|
|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance at August 31, 2017
|
$
|
(28.7
|
)
|
|
$
|
(71.0
|
)
|
|
$
|
(99.7
|
)
|
Other comprehensive loss before reclassifications
|
(8.0
|
)
|
|
—
|
|
|
(8.0
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
3.4
|
|
|
3.4
|
|
|||
Net current period other comprehensive (loss) income
|
(8.0
|
)
|
|
3.4
|
|
|
(4.6
|
)
|
|||
Reclassification of stranded tax effects of TCJA
(1)
|
—
|
|
|
(11.1
|
)
|
|
(11.1
|
)
|
|||
Balance at February 28, 2018
|
$
|
(36.7
|
)
|
|
$
|
(78.7
|
)
|
|
$
|
(115.4
|
)
|
(1)
|
See
Income Taxes
footnote within the
Notes to Consolidated Financial Statements
for additional details.
|
|
Three Months Ended
|
||||||||||||||||||||||
|
February 28, 2018
|
|
February 28, 2017
|
||||||||||||||||||||
|
Before Tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
||||||||||||
Foreign currency translation adjustments
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
3.3
|
|
|
$
|
—
|
|
|
$
|
3.3
|
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
(1)
|
0.8
|
|
|
(0.2
|
)
|
|
0.6
|
|
|
0.8
|
|
|
(0.2
|
)
|
|
0.6
|
|
||||||
Actuarial losses
(1)
|
1.7
|
|
|
(0.5
|
)
|
|
1.2
|
|
|
2.2
|
|
|
(0.7
|
)
|
|
1.5
|
|
||||||
Total defined benefit pension plans, net
|
2.5
|
|
|
(0.7
|
)
|
|
1.8
|
|
|
3.0
|
|
|
(0.9
|
)
|
|
2.1
|
|
||||||
Other comprehensive income
|
$
|
5.0
|
|
|
$
|
(0.7
|
)
|
|
$
|
4.3
|
|
|
$
|
6.3
|
|
|
$
|
(0.9
|
)
|
|
$
|
5.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended
|
||||||||||||||||||||||
|
February 28, 2018
|
|
February 28, 2017
|
||||||||||||||||||||
|
Before Tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) Benefit
|
|
Net of Tax Amount
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(8.0
|
)
|
|
$
|
—
|
|
|
$
|
(8.0
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
—
|
|
|
$
|
(8.6
|
)
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost
(1)
|
1.6
|
|
|
(0.6
|
)
|
|
1.0
|
|
|
1.6
|
|
|
(0.5
|
)
|
|
1.1
|
|
||||||
Actuarial losses
(1)
|
3.4
|
|
|
(1.0
|
)
|
|
2.4
|
|
|
4.4
|
|
|
(1.4
|
)
|
|
3.0
|
|
||||||
Total defined benefit pension plans, net
|
5.0
|
|
|
(1.6
|
)
|
|
3.4
|
|
|
6.0
|
|
|
(1.9
|
)
|
|
4.1
|
|
||||||
Other comprehensive loss
|
$
|
(3.0
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
(4.5
|
)
|
(1)
|
The before tax amount of these other comprehensive income (loss) components is included in net periodic pension cost. See
Pension Plans
footnote
within the
Notes to Consolidated Financial Statements
for additional details.
|
11.
|
Debt
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||||
Interest expense
|
$
|
8.7
|
|
|
$
|
8.5
|
|
|
$
|
17.4
|
|
|
$
|
17.1
|
|
Interest income
|
(0.7
|
)
|
|
(0.5
|
)
|
|
(1.3
|
)
|
|
(0.9
|
)
|
||||
Interest expense, net
|
$
|
8.0
|
|
|
$
|
8.0
|
|
|
$
|
16.1
|
|
|
$
|
16.2
|
|
12.
|
Commitments and Contingencies
|
|
Six Months Ended
|
||||||
|
February 28, 2018
|
|
February 28, 2017
|
||||
Beginning balance
|
$
|
22.0
|
|
|
$
|
15.5
|
|
Warranty and recall costs
|
15.1
|
|
|
15.4
|
|
||
Payments and other deductions
|
(13.1
|
)
|
|
(12.5
|
)
|
||
Ending balance
|
$
|
24.0
|
|
|
$
|
18.4
|
|
13.
|
Share-based Payments
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||||
Share-based payment expense
|
$
|
8.3
|
|
|
$
|
8.1
|
|
|
$
|
16.8
|
|
|
$
|
16.0
|
|
Shares issued from option exercises
|
3,208
|
|
|
—
|
|
|
9,364
|
|
|
12,030
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||||
Service cost
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
$
|
1.4
|
|
|
$
|
1.8
|
|
Interest cost
|
2.2
|
|
|
2.0
|
|
|
4.4
|
|
|
4.0
|
|
||||
Expected return on plan assets
|
(3.1
|
)
|
|
(2.8
|
)
|
|
(6.2
|
)
|
|
(5.6
|
)
|
||||
Amortization of prior service cost
|
0.8
|
|
|
0.8
|
|
|
1.6
|
|
|
1.6
|
|
||||
Recognized actuarial loss
|
1.7
|
|
|
2.2
|
|
|
3.4
|
|
|
4.4
|
|
||||
Net periodic pension cost
|
$
|
2.3
|
|
|
$
|
3.1
|
|
|
$
|
4.6
|
|
|
$
|
6.2
|
|
15.
|
Special Charge
|
|
Fiscal 2017 Actions
|
|
Fiscal 2016 Actions
|
|
Total
|
||||||
Balance at August 31, 2017
|
$
|
11.2
|
|
|
$
|
1.4
|
|
|
$
|
12.6
|
|
Severance costs
|
0.9
|
|
|
(0.1
|
)
|
|
0.8
|
|
|||
Payments made during the period
|
(3.4
|
)
|
|
(1.0
|
)
|
|
(4.4
|
)
|
|||
Balance at February 28, 2018
|
$
|
8.7
|
|
|
$
|
0.3
|
|
|
$
|
9.0
|
|
16.
|
Income Taxes
|
17.
|
Supplemental Guarantor Condensed Consolidating Financial Statements
|
|
February 28, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
142.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87.2
|
|
|
$
|
—
|
|
|
$
|
229.8
|
|
Accounts receivable, net
|
—
|
|
|
435.5
|
|
|
—
|
|
|
64.7
|
|
|
—
|
|
|
500.2
|
|
||||||
Inventories
|
—
|
|
|
295.6
|
|
|
—
|
|
|
26.5
|
|
|
—
|
|
|
322.1
|
|
||||||
Other current assets
|
15.9
|
|
|
13.6
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
41.3
|
|
||||||
Total current assets
|
158.5
|
|
|
744.7
|
|
|
—
|
|
|
190.2
|
|
|
—
|
|
|
1,093.4
|
|
||||||
Property, plant, and equipment, net
|
0.2
|
|
|
223.4
|
|
|
—
|
|
|
59.2
|
|
|
—
|
|
|
282.8
|
|
||||||
Goodwill
|
—
|
|
|
677.9
|
|
|
2.7
|
|
|
231.3
|
|
|
—
|
|
|
911.9
|
|
||||||
Intangible assets, net
|
—
|
|
|
229.4
|
|
|
108.1
|
|
|
110.0
|
|
|
—
|
|
|
447.5
|
|
||||||
Deferred income taxes
|
35.4
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
(32.1
|
)
|
|
3.2
|
|
||||||
Other long-term assets
|
0.2
|
|
|
9.4
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
11.7
|
|
||||||
Investments in and amounts due from affiliates
|
1,553.9
|
|
|
468.9
|
|
|
255.6
|
|
|
—
|
|
|
(2,278.4
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,748.2
|
|
|
$
|
2,353.7
|
|
|
$
|
366.4
|
|
|
$
|
592.7
|
|
|
$
|
(2,310.5
|
)
|
|
$
|
2,750.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.5
|
|
|
$
|
317.0
|
|
|
$
|
—
|
|
|
$
|
24.4
|
|
|
$
|
—
|
|
|
$
|
341.9
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Other accrued liabilities
|
8.9
|
|
|
123.8
|
|
|
—
|
|
|
34.6
|
|
|
—
|
|
|
167.3
|
|
||||||
Total current liabilities
|
9.4
|
|
|
440.8
|
|
|
—
|
|
|
59.4
|
|
|
—
|
|
|
509.6
|
|
||||||
Long-term debt
|
—
|
|
|
353.3
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
|
356.5
|
|
||||||
Deferred income taxes
|
—
|
|
|
81.3
|
|
|
—
|
|
|
26.9
|
|
|
(32.1
|
)
|
|
76.1
|
|
||||||
Other long-term liabilities
|
103.0
|
|
|
49.4
|
|
|
—
|
|
|
20.1
|
|
|
—
|
|
|
172.5
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
155.3
|
|
|
(155.3
|
)
|
|
—
|
|
||||||
Total stockholders’ equity
|
1,635.8
|
|
|
1,428.9
|
|
|
366.4
|
|
|
327.8
|
|
|
(2,123.1
|
)
|
|
1,635.8
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,748.2
|
|
|
$
|
2,353.7
|
|
|
$
|
366.4
|
|
|
$
|
592.7
|
|
|
$
|
(2,310.5
|
)
|
|
$
|
2,750.5
|
|
|
August 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
237.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73.4
|
|
|
$
|
—
|
|
|
$
|
311.1
|
|
Accounts receivable, net
|
—
|
|
|
494.6
|
|
|
—
|
|
|
78.7
|
|
|
—
|
|
|
573.3
|
|
||||||
Inventories
|
—
|
|
|
305.5
|
|
|
—
|
|
|
23.1
|
|
|
—
|
|
|
328.6
|
|
||||||
Other current assets
|
1.6
|
|
|
15.8
|
|
|
—
|
|
|
15.2
|
|
|
—
|
|
|
32.6
|
|
||||||
Total current assets
|
239.3
|
|
|
815.9
|
|
|
—
|
|
|
190.4
|
|
|
—
|
|
|
1,245.6
|
|
||||||
Property, plant, and equipment, net
|
0.2
|
|
|
228.3
|
|
|
—
|
|
|
59.2
|
|
|
—
|
|
|
287.7
|
|
||||||
Goodwill
|
—
|
|
|
677.7
|
|
|
2.7
|
|
|
220.5
|
|
|
—
|
|
|
900.9
|
|
||||||
Intangible assets, net
|
—
|
|
|
235.5
|
|
|
109.8
|
|
|
103.5
|
|
|
—
|
|
|
448.8
|
|
||||||
Deferred income taxes
|
51.6
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
(56.2
|
)
|
|
3.4
|
|
||||||
Other long-term assets
|
1.5
|
|
|
10.9
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
13.2
|
|
||||||
Investments in and amounts due from affiliates
|
1,500.3
|
|
|
330.4
|
|
|
234.2
|
|
|
—
|
|
|
(2,064.9
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,792.9
|
|
|
$
|
2,298.7
|
|
|
$
|
346.7
|
|
|
$
|
582.4
|
|
|
$
|
(2,121.1
|
)
|
|
$
|
2,899.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.9
|
|
|
$
|
366.4
|
|
|
$
|
—
|
|
|
$
|
27.8
|
|
|
$
|
—
|
|
|
$
|
395.1
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Other accrued liabilities
|
27.6
|
|
|
138.9
|
|
|
—
|
|
|
38.9
|
|
|
—
|
|
|
205.4
|
|
||||||
Total current liabilities
|
28.5
|
|
|
505.3
|
|
|
—
|
|
|
67.1
|
|
|
—
|
|
|
600.9
|
|
||||||
Long-term debt
|
—
|
|
|
353.1
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
356.5
|
|
||||||
Deferred income taxes
|
—
|
|
|
134.6
|
|
|
—
|
|
|
29.8
|
|
|
(56.2
|
)
|
|
108.2
|
|
||||||
Other long-term liabilities
|
98.7
|
|
|
49.3
|
|
|
—
|
|
|
20.4
|
|
|
—
|
|
|
168.4
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
128.8
|
|
|
(128.8
|
)
|
|
—
|
|
||||||
Total stockholders’ equity
|
1,665.7
|
|
|
1,256.4
|
|
|
346.7
|
|
|
332.9
|
|
|
(1,936.1
|
)
|
|
1,665.6
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,792.9
|
|
|
$
|
2,298.7
|
|
|
$
|
346.7
|
|
|
$
|
582.4
|
|
|
$
|
(2,121.1
|
)
|
|
$
|
2,899.6
|
|
|
Three Months Ended February 28, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
740.4
|
|
|
$
|
—
|
|
|
$
|
91.7
|
|
|
$
|
—
|
|
|
$
|
832.1
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
12.5
|
|
|
41.2
|
|
|
(53.7
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
740.4
|
|
|
12.5
|
|
|
132.9
|
|
|
(53.7
|
)
|
|
832.1
|
|
||||||
Cost of products sold
|
—
|
|
|
440.6
|
|
|
—
|
|
|
95.3
|
|
|
(38.7
|
)
|
|
497.2
|
|
||||||
Gross profit
|
—
|
|
|
299.8
|
|
|
12.5
|
|
|
37.6
|
|
|
(15.0
|
)
|
|
334.9
|
|
||||||
Selling, distribution, and administrative expenses
|
11.1
|
|
|
211.7
|
|
|
0.8
|
|
|
37.7
|
|
|
(15.0
|
)
|
|
246.3
|
|
||||||
Intercompany charges
|
(0.9
|
)
|
|
(0.3
|
)
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||||
Special charge
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Operating (loss) profit
|
(10.2
|
)
|
|
87.8
|
|
|
11.7
|
|
|
(1.3
|
)
|
|
—
|
|
|
88.0
|
|
||||||
Interest expense, net
|
2.6
|
|
|
4.0
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
8.0
|
|
||||||
Equity earnings in subsidiaries
|
(106.2
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
0.1
|
|
|
107.1
|
|
|
—
|
|
||||||
Miscellaneous expense, net
|
—
|
|
|
1.2
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
1.3
|
|
||||||
Income (loss) before income taxes
|
93.4
|
|
|
83.6
|
|
|
11.7
|
|
|
(2.9
|
)
|
|
(107.1
|
)
|
|
78.7
|
|
||||||
Income tax (benefit) expense
|
(3.5
|
)
|
|
(15.0
|
)
|
|
0.9
|
|
|
(0.6
|
)
|
|
—
|
|
|
(18.2
|
)
|
||||||
Net income (loss)
|
96.9
|
|
|
98.6
|
|
|
10.8
|
|
|
(2.3
|
)
|
|
(107.1
|
)
|
|
96.9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
2.5
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
2.5
|
|
||||||
Defined benefit pension plans, net
|
1.8
|
|
|
1.3
|
|
|
—
|
|
|
0.5
|
|
|
(1.8
|
)
|
|
1.8
|
|
||||||
Other comprehensive income items, net of tax
|
4.3
|
|
|
3.8
|
|
|
—
|
|
|
0.5
|
|
|
(4.3
|
)
|
|
4.3
|
|
||||||
Comprehensive income (loss)
|
$
|
101.2
|
|
|
$
|
102.4
|
|
|
$
|
10.8
|
|
|
$
|
(1.8
|
)
|
|
$
|
(111.4
|
)
|
|
$
|
101.2
|
|
|
Three Months Ended February 28, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
712.7
|
|
|
$
|
—
|
|
|
$
|
92.0
|
|
|
$
|
—
|
|
|
$
|
804.7
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
11.7
|
|
|
37.0
|
|
|
(48.7
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
712.7
|
|
|
11.7
|
|
|
129.0
|
|
|
(48.7
|
)
|
|
804.7
|
|
||||||
Cost of products sold
|
—
|
|
|
406.8
|
|
|
—
|
|
|
97.7
|
|
|
(35.6
|
)
|
|
468.9
|
|
||||||
Gross profit
|
—
|
|
|
305.9
|
|
|
11.7
|
|
|
31.3
|
|
|
(13.1
|
)
|
|
335.8
|
|
||||||
Selling, distribution, and administrative expenses
|
12.6
|
|
|
196.3
|
|
|
0.9
|
|
|
31.0
|
|
|
(13.0
|
)
|
|
227.8
|
|
||||||
Intercompany charges
|
(0.8
|
)
|
|
0.2
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||||
Operating (loss) profit
|
(11.8
|
)
|
|
109.4
|
|
|
10.8
|
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
108.0
|
|
||||||
Interest expense, net
|
2.7
|
|
|
4.0
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
8.0
|
|
||||||
Equity earnings in subsidiaries
|
(76.7
|
)
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
75.5
|
|
|
—
|
|
||||||
Miscellaneous expense (income), net
|
—
|
|
|
0.8
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
0.6
|
|
||||||
Income (loss) before income taxes
|
62.2
|
|
|
103.4
|
|
|
10.8
|
|
|
(1.4
|
)
|
|
(75.6
|
)
|
|
99.4
|
|
||||||
Income tax (benefit) expense
|
(5.1
|
)
|
|
32.4
|
|
|
3.8
|
|
|
1.0
|
|
|
—
|
|
|
32.1
|
|
||||||
Net income (loss)
|
67.3
|
|
|
71.0
|
|
|
7.0
|
|
|
(2.4
|
)
|
|
(75.6
|
)
|
|
67.3
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
3.3
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
|
3.3
|
|
||||||
Defined benefit pension plans, net
|
2.1
|
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|
(1.4
|
)
|
|
2.1
|
|
||||||
Other comprehensive income items, net of tax
|
5.4
|
|
|
4.0
|
|
|
—
|
|
|
0.7
|
|
|
(4.7
|
)
|
|
5.4
|
|
||||||
Comprehensive income (loss)
|
$
|
72.7
|
|
|
$
|
75.0
|
|
|
$
|
7.0
|
|
|
$
|
(1.7
|
)
|
|
$
|
(80.3
|
)
|
|
$
|
72.7
|
|
|
Six Months Ended February 28, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
1,484.6
|
|
|
$
|
—
|
|
|
$
|
190.3
|
|
|
$
|
—
|
|
|
$
|
1,674.9
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
24.5
|
|
|
84.7
|
|
|
(109.2
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
1,484.6
|
|
|
24.5
|
|
|
275.0
|
|
|
(109.2
|
)
|
|
1,674.9
|
|
||||||
Cost of products sold
|
—
|
|
|
870.4
|
|
|
—
|
|
|
200.2
|
|
|
(80.8
|
)
|
|
989.8
|
|
||||||
Gross profit
|
—
|
|
|
614.2
|
|
|
24.5
|
|
|
74.8
|
|
|
(28.4
|
)
|
|
685.1
|
|
||||||
Selling, distribution, and administrative expenses
|
23.8
|
|
|
406.4
|
|
|
1.6
|
|
|
74.3
|
|
|
(28.4
|
)
|
|
477.7
|
|
||||||
Intercompany charges
|
(1.9
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
||||||
Special charge
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Operating (loss) profit
|
(21.9
|
)
|
|
207.8
|
|
|
22.9
|
|
|
(2.2
|
)
|
|
—
|
|
|
206.6
|
|
||||||
Interest expense, net
|
5.3
|
|
|
8.0
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
16.1
|
|
||||||
Equity earnings in subsidiaries
|
(187.1
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
0.1
|
|
|
189.1
|
|
|
—
|
|
||||||
Miscellaneous expense (income), net
|
—
|
|
|
2.0
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
0.9
|
|
||||||
Income (loss) before income taxes
|
159.9
|
|
|
199.9
|
|
|
22.9
|
|
|
(4.0
|
)
|
|
(189.1
|
)
|
|
189.6
|
|
||||||
Income tax (benefit) expense
|
(8.5
|
)
|
|
27.2
|
|
|
3.1
|
|
|
(0.6
|
)
|
|
—
|
|
|
21.2
|
|
||||||
Net income (loss)
|
168.4
|
|
|
172.7
|
|
|
19.8
|
|
|
(3.4
|
)
|
|
(189.1
|
)
|
|
168.4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(8.0
|
)
|
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
|
8.0
|
|
|
(8.0
|
)
|
||||||
Defined benefit pension plans, net
|
3.4
|
|
|
2.5
|
|
|
—
|
|
|
0.9
|
|
|
(3.4
|
)
|
|
3.4
|
|
||||||
Other comprehensive (loss) income items, net of tax
|
(4.6
|
)
|
|
(5.5
|
)
|
|
—
|
|
|
0.9
|
|
|
4.6
|
|
|
(4.6
|
)
|
||||||
Comprehensive income (loss)
|
$
|
163.8
|
|
|
$
|
167.2
|
|
|
$
|
19.8
|
|
|
$
|
(2.5
|
)
|
|
$
|
(184.5
|
)
|
|
$
|
163.8
|
|
|
Six Months Ended February 28, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
1,459.0
|
|
|
$
|
—
|
|
|
$
|
196.9
|
|
|
$
|
—
|
|
|
$
|
1,655.9
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
23.2
|
|
|
88.6
|
|
|
(111.8
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
1,459.0
|
|
|
23.2
|
|
|
285.5
|
|
|
(111.8
|
)
|
|
1,655.9
|
|
||||||
Cost of products sold
|
—
|
|
|
833.7
|
|
|
—
|
|
|
212.6
|
|
|
(85.8
|
)
|
|
960.5
|
|
||||||
Gross profit
|
—
|
|
|
625.3
|
|
|
23.2
|
|
|
72.9
|
|
|
(26.0
|
)
|
|
695.4
|
|
||||||
Selling, distribution, and administrative expenses
|
24.4
|
|
|
396.2
|
|
|
1.8
|
|
|
63.1
|
|
|
(25.9
|
)
|
|
459.6
|
|
||||||
Intercompany charges
|
(2.0
|
)
|
|
0.4
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
||||||
Special charge
|
—
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||||
Operating (loss) profit
|
(22.4
|
)
|
|
227.5
|
|
|
21.4
|
|
|
8.2
|
|
|
(0.1
|
)
|
|
234.6
|
|
||||||
Interest expense, net
|
5.5
|
|
|
8.0
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
16.2
|
|
||||||
Equity earnings in subsidiaries
|
(167.1
|
)
|
|
(7.9
|
)
|
|
—
|
|
|
0.2
|
|
|
174.8
|
|
|
—
|
|
||||||
Miscellaneous income, net
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(7.3
|
)
|
||||||
Income before income taxes
|
139.2
|
|
|
233.9
|
|
|
21.4
|
|
|
6.1
|
|
|
(174.9
|
)
|
|
225.7
|
|
||||||
Income tax (benefit) expense
|
(9.8
|
)
|
|
80.2
|
|
|
4.7
|
|
|
1.6
|
|
|
—
|
|
|
76.7
|
|
||||||
Net income
|
149.0
|
|
|
153.7
|
|
|
16.7
|
|
|
4.5
|
|
|
(174.9
|
)
|
|
149.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(8.6
|
)
|
|
(8.6
|
)
|
|
—
|
|
|
—
|
|
|
8.6
|
|
|
(8.6
|
)
|
||||||
Defined benefit pension plans, net
|
4.1
|
|
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|
(2.8
|
)
|
|
4.1
|
|
||||||
Other comprehensive (loss) income items, net of tax
|
(4.5
|
)
|
|
(7.2
|
)
|
|
—
|
|
|
1.4
|
|
|
5.8
|
|
|
(4.5
|
)
|
||||||
Comprehensive income
|
$
|
144.5
|
|
|
$
|
146.5
|
|
|
$
|
16.7
|
|
|
$
|
5.9
|
|
|
$
|
(169.1
|
)
|
|
$
|
144.5
|
|
|
Six Months Ended February 28, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
141.8
|
|
|
$
|
14.4
|
|
|
$
|
—
|
|
|
$
|
22.1
|
|
|
$
|
—
|
|
|
$
|
178.3
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(15.2
|
)
|
|
—
|
|
|
(5.7
|
)
|
|
—
|
|
|
(20.9
|
)
|
||||||
Investments in subsidiaries
|
(26.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26.4
|
|
|
—
|
|
||||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
(26.4
|
)
|
|
—
|
|
|
(26.4
|
)
|
||||||
Net cash used for investing activities
|
(26.4
|
)
|
|
(15.2
|
)
|
|
—
|
|
|
(32.1
|
)
|
|
26.4
|
|
|
(47.3
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||||
Proceeds from stock option exercises and other
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||
Repurchases of common stock
|
(194.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194.3
|
)
|
||||||
Employee taxes on net settlement of equity awards
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
||||||
Intercompany capital
|
—
|
|
|
—
|
|
|
—
|
|
|
26.4
|
|
|
(26.4
|
)
|
|
—
|
|
||||||
Dividends paid
|
(10.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
||||||
Net cash (used for) provided by financing activities
|
(210.5
|
)
|
|
—
|
|
|
—
|
|
|
26.2
|
|
|
(26.4
|
)
|
|
(210.7
|
)
|
||||||
Effect of exchange rates changes on cash
|
—
|
|
|
0.8
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||||
Net change in cash and cash equivalents
|
(95.1
|
)
|
|
—
|
|
|
—
|
|
|
13.8
|
|
|
—
|
|
|
(81.3
|
)
|
||||||
Cash and cash equivalents at beginning of period
|
237.7
|
|
|
—
|
|
|
—
|
|
|
73.4
|
|
|
—
|
|
|
311.1
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
142.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87.2
|
|
|
$
|
—
|
|
|
$
|
229.8
|
|
|
Six Months Ended February 28, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
53.5
|
|
|
$
|
15.8
|
|
|
$
|
—
|
|
|
$
|
20.7
|
|
|
$
|
—
|
|
|
$
|
90.0
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(29.8
|
)
|
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|
(35.8
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
5.4
|
|
||||||
Proceeds from sale of investment
|
—
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
||||||
Other investing activities
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Net cash used for investing activities
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(17.4
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
||||||
Proceeds from stock option exercises and other
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||||
Repurchases of common stock
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
Employee taxes on net settlement of equity awards
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
||||||
Dividends paid
|
(11.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.5
|
)
|
||||||
Net cash (used for) provided by financing activities
|
(21.8
|
)
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
(20.9
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
1.0
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(1.7
|
)
|
||||||
Net change in cash and cash equivalents
|
31.7
|
|
|
—
|
|
|
—
|
|
|
18.3
|
|
|
—
|
|
|
50.0
|
|
||||||
Cash and cash equivalents at beginning of period
|
368.2
|
|
|
—
|
|
|
—
|
|
|
45.0
|
|
|
—
|
|
|
413.2
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
399.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
63.3
|
|
|
$
|
—
|
|
|
$
|
463.2
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
Increase (Decrease)
|
|
Percent Change
|
|||||||
Net sales
|
$
|
832.1
|
|
|
$
|
804.7
|
|
|
$
|
27.4
|
|
|
3.4
|
%
|
Cost of products sold
|
497.2
|
|
|
468.9
|
|
|
28.3
|
|
|
6.0
|
%
|
|||
Gross profit
|
334.9
|
|
|
335.8
|
|
|
(0.9
|
)
|
|
(0.3
|
)%
|
|||
Percent of net sales
|
40.2
|
%
|
|
41.7
|
%
|
|
(150
|
)
|
bps
|
|
|
|||
Selling, distribution, and administrative expenses
|
246.3
|
|
|
227.8
|
|
|
18.5
|
|
|
8.1
|
%
|
|||
Special charge
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|
NM
|
|
|||
Operating profit
|
88.0
|
|
|
108.0
|
|
|
(20.0
|
)
|
|
(18.5
|
)%
|
|||
Percent of net sales
|
10.6
|
%
|
|
13.4
|
%
|
|
(280
|
)
|
bps
|
|
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
8.0
|
|
|
8.0
|
|
|
—
|
|
|
—
|
%
|
|||
Miscellaneous expense, net
|
1.3
|
|
|
0.6
|
|
|
0.7
|
|
|
NM
|
|
|||
Total other expense
|
9.3
|
|
|
8.6
|
|
|
0.7
|
|
|
NM
|
|
|||
Income before income taxes
|
78.7
|
|
|
99.4
|
|
|
(20.7
|
)
|
|
(20.8
|
)%
|
|||
Percent of net sales
|
9.5
|
%
|
|
12.4
|
%
|
|
(290
|
)
|
bps
|
|
|
|||
Income tax (benefit) expense
|
(18.2
|
)
|
|
32.1
|
|
|
(50.3
|
)
|
|
NM
|
|
|||
Effective tax rate
|
(23.1
|
)%
|
|
32.3
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
96.9
|
|
|
$
|
67.3
|
|
|
$
|
29.6
|
|
|
44.0
|
%
|
Diluted earnings per share
|
$
|
2.33
|
|
|
$
|
1.53
|
|
|
$
|
0.80
|
|
|
52.3
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
(In millions, except per share data)
|
Three Months Ended
|
|
|
|
|||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
Increase (Decrease)
|
Percent Change
|
|||||||
Selling, distribution, and administrative expenses
|
$
|
246.3
|
|
|
$
|
227.8
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(6.7
|
)
|
|
(7.8
|
)
|
|
|
|
|||||
Less: Share-based payment expense
|
(8.3
|
)
|
|
(8.1
|
)
|
|
|
|
|||||
Less: Acquisition-related items
(1)
|
(0.2
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted selling, distribution, and administrative expenses
|
$
|
231.1
|
|
|
$
|
211.9
|
|
|
$
|
19.2
|
|
9.1
|
%
|
Percent of net sales
|
27.8
|
%
|
|
26.3
|
%
|
|
150
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
88.0
|
|
|
$
|
108.0
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
6.7
|
|
|
7.8
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
8.3
|
|
|
8.1
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
0.2
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
0.6
|
|
|
—
|
|
|
|
|
|||||
Adjusted operating profit
|
$
|
103.8
|
|
|
$
|
123.9
|
|
|
$
|
(20.1
|
)
|
(16.2
|
)%
|
Percent of net sales
|
12.5
|
%
|
|
15.4
|
%
|
|
(290
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
96.9
|
|
|
$
|
67.3
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
6.7
|
|
|
7.8
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
8.3
|
|
|
8.1
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
0.2
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
0.6
|
|
|
—
|
|
|
|
|
|||||
Total pre-tax adjustments to net income
|
15.8
|
|
|
15.9
|
|
|
|
|
|||||
Income tax effects
|
(3.0
|
)
|
|
(5.5
|
)
|
|
|
|
|||||
Less: Discrete income tax benefits of the TCJA
(2)
|
(31.2
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted net income
|
$
|
78.5
|
|
|
$
|
77.7
|
|
|
$
|
0.8
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
$
|
2.33
|
|
|
$
|
1.53
|
|
|
|
|
|||
Adjusted diluted earnings per share
|
$
|
1.89
|
|
|
$
|
1.77
|
|
|
$
|
0.12
|
|
6.8
|
%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
Increase (Decrease)
|
|
Percent Change
|
|||||||
Net sales
|
$
|
1,674.9
|
|
|
$
|
1,655.9
|
|
|
$
|
19.0
|
|
|
1.1
|
%
|
Cost of products sold
|
989.8
|
|
|
960.5
|
|
|
29.3
|
|
|
3.1
|
%
|
|||
Gross profit
|
685.1
|
|
|
695.4
|
|
|
(10.3
|
)
|
|
(1.5
|
)%
|
|||
Percent of net sales
|
40.9
|
%
|
|
42.0
|
%
|
|
(110
|
)
|
bps
|
|
|
|||
Selling, distribution, and administrative expenses
|
477.7
|
|
|
459.6
|
|
|
18.1
|
|
|
3.9
|
%
|
|||
Special charge
|
0.8
|
|
|
1.2
|
|
|
(0.4
|
)
|
|
NM
|
|
|||
Operating profit
|
206.6
|
|
|
234.6
|
|
|
(28.0
|
)
|
|
(11.9
|
)%
|
|||
Percent of net sales
|
12.3
|
%
|
|
14.2
|
%
|
|
(190
|
)
|
bps
|
|
|
|||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
16.1
|
|
|
16.2
|
|
|
(0.1
|
)
|
|
(0.6
|
)%
|
|||
Miscellaneous expense (income), net
|
0.9
|
|
|
(7.3
|
)
|
|
8.2
|
|
|
NM
|
|
|||
Total other expense
|
17.0
|
|
|
8.9
|
|
|
8.1
|
|
|
NM
|
|
|||
Income before income taxes
|
189.6
|
|
|
225.7
|
|
|
(36.1
|
)
|
|
(16.0
|
)%
|
|||
Percent of net sales
|
11.3
|
%
|
|
13.6
|
%
|
|
(230
|
)
|
bps
|
|
|
|||
Income tax expense
|
21.2
|
|
|
76.7
|
|
|
(55.5
|
)
|
|
NM
|
|
|||
Effective tax rate
|
11.2
|
%
|
|
34.0
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
168.4
|
|
|
$
|
149.0
|
|
|
$
|
19.4
|
|
|
13.0
|
%
|
Diluted earnings per share
|
$
|
4.04
|
|
|
$
|
3.39
|
|
|
$
|
0.65
|
|
|
19.2
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|||||||||
|
February 28, 2018
|
|
February 28, 2017
|
|
Increase (Decrease)
|
Percent Change
|
|||||||
Gross profit
|
$
|
685.1
|
|
|
$
|
695.4
|
|
|
|
|
|||
Add-back: Manufacturing inefficiencies
(2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Adjusted gross profit
|
$
|
685.1
|
|
|
$
|
697.0
|
|
|
$
|
(11.9
|
)
|
(1.7
|
)%
|
Percent of net sales
|
40.9
|
%
|
|
42.1
|
%
|
|
(120
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Selling, distribution, and administrative expenses
|
$
|
477.7
|
|
|
$
|
459.6
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(13.3
|
)
|
|
(13.7
|
)
|
|
|
|
|||||
Less: Share-based payment expense
|
(16.8
|
)
|
|
(16.0
|
)
|
|
|
|
|||||
Less: Acquisition-related items
(1)
|
(0.2
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted selling, distribution, and administrative expenses
|
$
|
447.4
|
|
|
$
|
429.9
|
|
|
$
|
17.5
|
|
4.1
|
%
|
Percent of net sales
|
26.7
|
%
|
|
26.0
|
%
|
|
70
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
206.6
|
|
|
$
|
234.6
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
13.3
|
|
|
13.7
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
16.8
|
|
|
16.0
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
0.2
|
|
|
—
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Add-back: Special charge
|
0.8
|
|
|
1.2
|
|
|
|
|
|||||
Adjusted operating profit
|
$
|
237.7
|
|
|
$
|
267.1
|
|
|
$
|
(29.4
|
)
|
(11.0
|
)%
|
Percent of net sales
|
14.2
|
%
|
|
16.1
|
%
|
|
(190
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Other expense
|
$
|
17.0
|
|
|
$
|
8.9
|
|
|
|
|
|||
Add-back: Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
7.2
|
|
|
|
|
|||||
Adjusted other expense
|
$
|
17.0
|
|
|
$
|
16.1
|
|
|
$
|
0.9
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
168.4
|
|
|
$
|
149.0
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
13.3
|
|
|
13.7
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
16.8
|
|
|
16.0
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
0.2
|
|
|
—
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Add-back: Special charge
|
0.8
|
|
|
1.2
|
|
|
|
|
|||||
Less: Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
(7.2
|
)
|
|
|
|
|||||
Total pre-tax adjustments to net income
|
31.1
|
|
|
25.3
|
|
|
|
|
|||||
Income tax effect
|
(8.3
|
)
|
|
(8.8
|
)
|
|
|
|
|||||
Less: Discrete income tax benefits of the TCJA
(3)
|
(31.2
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted net income
|
$
|
160.0
|
|
|
$
|
165.5
|
|
|
$
|
(5.5
|
)
|
(3.3
|
)%
|
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
4.04
|
|
|
$
|
3.39
|
|
|
|
|
|||
Adjusted diluted earnings per share
|
$
|
3.84
|
|
|
$
|
3.76
|
|
|
$
|
0.08
|
|
2.1
|
%
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1a.
|
Risk Factors
|
Purchases of Equity Securities
|
||||||||||||
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans
|
|||||
12/1/2017 through 12/31/2017
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,000,000
|
|
1/1/2018 through 1/31/2018
|
1,000,000
|
|
|
$
|
164.51
|
|
|
1,000,000
|
|
|
1,000,000
|
|
2/1/2018 through 2/28/2018
|
200,000
|
|
|
$
|
148.72
|
|
|
200,000
|
|
|
800,000
|
|
Total
|
1,200,000
|
|
|
$
|
161.88
|
|
|
1,200,000
|
|
|
800,000
|
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
EXHIBIT 3
|
(a)
|
|
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)
|
|
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)
|
|
Reference is made to Exhibit 3.C of registrant's Form 10-Q as filed with the Commission on January 9, 2017, which is incorporated herein by reference.
|
|
|
(d)
|
|
Reference is made to Exhibit 3.D of registrant's Form 10-Q as filed with the Commission on January 9, 2017, which is incorporated herein by reference.
|
|
EXHIBIT 10(iii)A
|
(1)
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
|
(2)
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
|
(3)
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
EXHIBIT 31
|
(a)
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
|
(b)
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
EXHIBIT 32
|
(a)
|
|
Filed with the Commission as part of this Form 10-Q.
|
|
|
(b)
|
|
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 February 28, 2018, filed on April 4, 2018, 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.
|
Date:
|
April 4, 2018
|
|
By:
|
/S/ VERNON J. NAGEL
|
|
|
|
|
VERNON J. NAGEL
CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
|
Date:
|
April 4, 2018
|
|
By:
|
/S/ RICHARD K. REECE
|
|
|
|
|
RICHARD K. REECE
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER (Principal Financial and
Accounting Officer)
|
Grantee:
Grant Type:
Grant ID:
Grant Date:
Award Amount:
Vest Schedule:
Grantee Level:
Accept by Date:
|
/$ParticipantName$/
/$GrantType$/
/$GrantID$/
/$GrantDate$/
/$AwardsGranted$/
/$VestingDescription$/
/$UserCode2$/
/$AcceptByDate$/
|
i.
|
This award of Restricted Stock is conditioned upon Grantee’s acceptance of the terms of this Agreement, as evidenced by Grantee’s execution of this Agreement or by Grantee’s electronic acceptance of this Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely accepted by execution or by such electronic means, the award of Restricted Stock may be cancelled by the Committee.
|
ii.
|
Except for death, Disability, or Change in Control, as defined in the Plan and as set forth below, if Grantee remains employed by the Company, a Subsidiary or Affiliate, the Restricted Stock shall vest pursuant to the schedule set forth above. For purposes of this Agreement, providing services as an Employee or as a member of the Board of Directors of the Company shall be considered employment.
|
iii.
|
If prior to the date on which the Restricted Stock vests and the restrictions with respect to the Restricted Stock lapse (the “Vesting Date”), (i) Grantee dies while actively employed by the Company, or (ii) Grantee has his or her employment terminated by reason of Disability, any Restricted Stock shall become fully vested and nonforfeitable as of the date of Grantee’s death or Disability. The Company shall transfer the Shares to be issued upon vesting of the Restricted Stock, as a result of Grantee’s death or Disability, free and clear of any restrictions imposed by this Agreement (except for restrictions set forth in Section (3)(a)(viii)) to Grantee (or, in the event of death, to Grantee’s heirs, subject to the applicable laws of descent and distribution) as soon as practical after his or her date of death or termination for Disability.
|
iv.
|
Except for death or Disability as provided above, or except as otherwise provided in a severance agreement with Grantee, if Grantee terminates his or her employment or if the Company, or if different, the Subsidiary or Affiliate employing the Grantee (the “Employer”), terminates Grantee prior to the Vesting Date (even in the case of unfair dismissal and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee’s employment agreement, if any), the Grantee expressly acknowledges that the Restricted Stock shall cease to vest further, the unvested Restricted Stock shall be immediately forfeited, and Grantee shall only be entitled to the Shares of Restricted Stock that have vested prior to the “Date of Termination.” “Date of Termination” means the last day of active employment of the Grantee with the Employer. For greater certainty, the Date of Termination of the Grantee shall be deemed to be the date on which the notice of termination of employment provided is stated to be effective (in the case of alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any notice or other period following such date during which the Grantee is in receipt of, or eligible to receive, statutory, contractual or common law notice of termination or any compensation in lieu of such notice or severance pay. The Board or the Committee shall have the exclusive discretion to determine when Grantee is no longer actively providing services for purposes of the Restricted Stock grant (including whether Grantee may still be considered to be providing services while on a leave of absence).
|
v.
|
Except as otherwise provided in this Agreement, including Exhibits A and B attached hereto, and subject to the Company’s Incentive-Based Compensation Recoupment Policy (described below), on each Vesting Date, Grantee shall own vested Shares of Restricted Stock free and clear of all restrictions imposed by this Agreement (except those restrictions imposed in Section (3)(a)(viii) below). The Company shall transfer the vested Shares of Restricted Stock to an unrestricted account in the name of the Grantee as soon as practical after each Vesting Date.
|
vi.
|
In exchange for receipt of consideration in the form of the Restricted Stock award pursuant to this Agreement, and other good and valuable consideration, Grantee agrees that Grantee shall comply with the confidentiality, inventions, non-solicitation and non-competition provisions attached hereto as Exhibit B.
|
vii.
|
Notwithstanding the other provisions of this Agreement, in the event of a Change in Control prior to the Vesting Date, all Shares of Restricted Stock shall become fully vested and nonforfeitable as of the date of the Change in Control. The Company shall transfer the Shares of Restricted Stock that become vested pursuant to this provision to an unrestricted account in the name of the Grantee as soon as practical after the date of the Change in Control.
|
viii.
|
All awards of Restricted Stock designated as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), whether unvested or
|
xi.
|
The Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the Vesting Date.
|
i.
|
The Restricted Stock shall be registered in the name of the Grantee as of the respective Grant Date for such Shares of Restricted Stock. The Company may issue stock certificates or evidence Grantee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Shares of Restricted Stock are vested. The Company reserves the right to place a legend on such stock certificate(s) restricting the transferability of such certificates and referring to the terms and conditions (including forfeiture) of this Agreement and the Plan.
|
ii.
|
During the Period of Restriction in which Grantee holds the Shares of Restricted Stock, Grantee shall be entitled to vote such Restricted Stock and the Company shall credit to a non-interest bearing account on its books for the Grantee any cash dividends paid with respect to such Shares of Restricted Stock while they are so held, and such dividends shall be paid to Grantee if and when Grantee’s rights vest at the end of the Period of Restriction. The Company will pay the cash dividends to the Grantee as soon as practical after each Vesting Date. Any dividends credited to Grantee’s non-interest bearing account shall be forfeited in the event the Restricted Stock is forfeited.
|
iii.
|
In the event of a Share Change (as defined in the Plan), the number and class of Shares or other securities that Grantee shall be entitled to, and shall hold, pursuant to this Agreement shall be appropriately adjusted or changed to reflect the Share Change, provided that any such additional Shares or additional or different shares or securities shall remain subject to the restrictions in this Agreement.
|
iv.
|
Grantee represents and warrants that he or she is acquiring the Restricted Stock for investment purposes only, and not with a view to distribution thereof. Grantee is aware that the Restricted Stock may not be registered under United States (“U.S.”) federal or any state or foreign securities laws and that in that event, in addition to the other restrictions on the Shares, they will not be able to be transferred unless an exemption from registration is available or the Shares are registered. By making this award of Restricted Stock, the Company is not undertaking any obligation to register the Restricted Stock under any federal, state or foreign securities laws.
|
i.
|
Grantee acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee (“Tax-Related Items”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-
|
ii.
|
Grantee shall have the right to make such elections under the Code as are available in connection with this award of Restricted Stock. The Company and Grantee agree to report the value of the Restricted Stock in a consistent manner for U.S. federal income tax purposes.
|
iii.
|
Prior to any relevant taxable or tax withholding event, as applicable, Grantee agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.
|
iv.
|
In this regard, Grantee authorizes the Company, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
|
(A)
|
withholding from Grantee’s wages or other cash compensation paid to Grantee by the Company; or
|
(B)
|
withholding from proceeds of the sale of Shares acquired upon vesting of the Restricted Stock either through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization); or
|
(C)
|
withholding by canceling (in whole or in part) a number of Shares of Restricted Stock having a fair market value not less than the amount of the Tax-Related Items, provided, that if Grantee is a Section 16 officer under the Exchange Act, then the Committee shall establish the method of withholding from alternatives (A)-(C) herein, and, if the Committee does not exercise its discretion prior to the Tax-Related Items withholding event, then Grantee shall be entitled to elect the method of withholding from the alternatives above.
|
v.
|
Depending on the withholding method and subject to Section 17.2 of the Plan, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.
|
vi.
|
Grantee agrees to pay to the Company or the Employer, including through withholding from Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if Grantee fails to comply with Grantee’s obligations in connection with the Tax-Related Items.
|
Grantee Level
|
Ownership Multiple of
Annual Base Salary
|
Retention Requirement
Percentage
|
0
|
4
|
50%
|
1
|
3
|
40%
|
2
|
2
|
35%
|
3
|
1
|
30%
|
4 or 5
|
0.5
|
20%
|
6 or 7
|
0
|
0%
|
i.
|
data and information relating to the Company’s Business (as defined herein); which is disclosed to Grantee or of which Grantee became aware of as a consequence of Grantee’s relationship with the Company; has value to the Company; is not generally known to the competitors of the Company; and which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, personnel data, and similar information. For purposes of the Confidentiality, Inventions, Non-Solicitation and Non-Competition Provisions (the “Confidentiality Provisions”), subject to the foregoing, and according to terminology commonly used by the Company, the Company’s Confidential Information shall include, but not be limited to, information pertaining to: (1) business opportunities; (2) data and compilations of data relating to the Company’s Business; (3) compilations of information about, and communications and agreements with, customers and potential customers of the Company; (4) computer software, hardware, network and internet technology utilized, modified or enhanced by the Company or by Grantee in furtherance of Grantee’s duties with the Company; (5) compilations of data concerning Company products, services, customers, and end users including but not limited to compilations concerning projected sales, new project timelines, inventory reports, sales, and cost and expense reports; (6) compilations of information about the Company’s employees and independent contracting consultants; (7) the Company’s financial information, including, without limitation, amounts charged to customers and amounts charged to the Company by its vendors, suppliers, and service providers; (8) proposals submitted to the Company’s customers, potential customers, wholesalers, distributors, vendors, suppliers and service providers; (9) the Company’s marketing strategies and compilations of marketing data; (10) compilations of data or information concerning, and communications and agreements with, vendors, suppliers and licensors to the Company and other sources of technology, products, services or components used in the Company’s Business; (11) any information concerning services requested and services performed on behalf of customers of the Company, including planned products or services; and (12) the Company’s research and development records and data. Confidential Information also includes any summary, extract or analysis of such information, together with information that has been received or disclosed to the Company by any third party as to which the Company has an obligation to treat as confidential.
|
ii.
|
Confidential Information shall not include:
|
(B)
|
Information that becomes available to Grantee from a source other than the Company (provided Grantee has no knowledge that such information was obtained from a source in breach of a duty to the Company);
|
(C)
|
Information disclosed pursuant to law, regulations or pursuant to a subpoena, court order or legal process; and/or
|
i.
|
If termination shall have been the result of an act or acts by Grantee which constitute a felony or any crime involving dishonesty, theft, fraud or moral turpitude;
|
ii.
|
If termination shall have been the result of an act or acts by Grantee which are determined, in the good faith judgment of the Company, to be in violation of written policies of the Company;
|
iii.
|
If termination shall have been the result of an act or acts of dishonesty by Grantee resulting or intended to result directly or indirectly in gain or personal enrichment to Grantee at the expense of the Company;
|
iv.
|
Upon the willful and continued failure by Grantee to substantially perform the duties assigned to Grantee (other than any such failure resulting from incapacity due to mental or physical illness constituting a Disability), after a demand in writing for substantial performance of such duties is delivered by the Company, which demand specifically identifies the manner in which the Company believes that Grantee has not substantially performed his or her duties; or
|
v.
|
If termination shall have been the result of the unauthorized disclosure by Grantee of the Company’s Confidential Information or violation of any other provision of the Confidentiality Provisions.
|
i.
|
Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
|
(A)
|
Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
|
(B)
|
Result from any work performed by the employee for the employer.
|
ii.
|
To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (i), the provision is against the public policy of this state and is unenforceable.
|
i.
|
voluntarily resigns from the Company,
|
ii.
|
is Terminated for Cause (as defined above), or
|
iii.
|
declines to sign a Confidential Severance Agreement and Release offered by the Company in the event of a termination for any reason other than a Termination for Cause (including, for example, as a result of a position elimination),
|
Grantee:
Grant Type:
Grant ID:
Grant Date:
Award Amount:
Vest Schedule:
Grantee Level:
Accept By Date:
|
/$ParticipantName$/
/$GrantType$/
/$GrantID$/
/$GrantDate$/
/$AwardsGranted$/
/$VestingDescription$/
/$UserCode2$/
/$AcceptByDate$/
|
1.
|
Incorporation by Reference, Etc.
The provisions of the Plan are hereby incorporated by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative with respect to any questions arising under the Plan or this Agreement.
|
2.
|
Grant of Restricted Stock Unit Award.
The Committee, on behalf of the Company, hereby grants to the Grantee, effective as of the Grant Date, RSUs equal to the Award Amount set forth above, on the terms and conditions set forth in this Agreement, including the specific vesting requirements set forth in the preamble, and as otherwise provided in the Plan.
|
3.
|
Terms and Conditions.
|
i.
|
This award of RSUs is conditioned upon Grantee’s acceptance of the terms of this Agreement, as evidenced by Grantee’s execution of this Agreement or by Grantee’s electronic acceptance of this Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely accepted by execution or by such electronic means, the award of RSUs may be cancelled by the Committee.
|
ii.
|
Except for death, Disability or Change in Control, as defined in the Plan and as set forth below, if Grantee remains employed by the Company, a Subsidiary or Affiliate, the RSUs shall vest pursuant to the schedule set forth above. For purposes of this Agreement, providing active services as an Employee or as a member of the Board of Directors of the Company shall be considered employment.
|
iii.
|
If prior to the date on which the RSUs vest and the restrictions with respect to the RSUs lapse (the “Vesting Date”), (i) Grantee dies while actively employed by the Company, or (ii) Grantee has his or her employment terminated by reason of Disability, any RSUs shall become fully vested and nonforfeitable as of the date of Grantee’s death or Disability. The Company shall transfer the Shares to be issued upon the vesting of the RSUs as a result of Grantee’s death or Disability, free and clear of any restrictions imposed by this Agreement (except for Section 3(a)(viii)) to Grantee (or, in the event of death, to Grantee’s heirs, subject to the applicable laws of descent and distribution) as soon as practical after his or her date of death or termination for Disability.
|
iv.
|
Except for death or Disability as provided above, or except as otherwise provided in a severance agreement with Grantee, if Grantee terminates his or her employment or if the Company or if different, the Subsidiary or Affiliate employing the Grantee (the “Employer”) terminates Grantee prior to the Vesting Date (even in the case of unfair dismissal and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee’s employment agreement, if any) the Grantee expressly acknowledges that the RSUs shall cease to vest further, the unvested RSUs shall be immediately forfeited, and Grantee shall only be entitled to the Shares issued as a result of RSUs that had vested prior to the date of termination. “Date of Termination” means the last day of active employment of the Grantee with the Employer. For greater certainty, the Date of Termination of the Grantee shall be deemed to be the date on which the notice of termination of employment provided is stated to be effective (in the case of alleged constructive dismissal the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any notice or other period following such date during which the Grantee is in receipt of, or eligible to receive, statutory, contractual or common law notice of termination or any compensation in lieu of such notice or severance pay. The Board or the Committee shall have the exclusive discretion to determine when Grantee is no longer actively providing services for purposes of the RSU grant (including whether Grantee may still be considered to be providing services while on a leave of absence).
|
v.
|
No Shares shall be issued to Grantee prior to the Vesting Date. After any RSUs vest, and subject to the Company’s Incentive-Based Compensation Recoupment Policy (described below), the Company shall promptly cause Shares to be issued to an unrestricted account in the name of the Grantee as soon as practical after each Vesting Date, in payment of such vested RSUs. In addition, the Company will cause to be paid in cash the Dividend Equivalents (described below) attributed to the Shares issued as a result of the vesting of the RSUs, as soon as practical after the Vesting Date.
|
vi.
|
In exchange for receipt of consideration in the form of the RSU award pursuant to this Agreement and other good and valuable consideration, Grantee agrees that he/she shall comply with the confidentiality, inventions, non-solicitation and non-competition provisions attached hereto as Exhibit C.
|
vii.
|
Notwithstanding the other provisions of this Agreement, in the event of a Change in Control prior to the Vesting Date, all RSUs shall become fully vested and nonforfeitable as of the date of the Change in Control. The Company shall transfer the Shares to be issued upon the vesting of the RSUs pursuant to this provision to an unrestricted account in the name of the Grantee as soon as practical after the date of the Change in Control.
|
viii.
|
All awards of RSUs designated as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), whether unvested or vested, shall be subject to the Company`s Incentive-Based Compensation Recoupment Policy (the “Recoupment Policy”), such that any award that was made to a Grantee, who is deemed a “Covered Employee” under the Recoupment Policy, within the three (3) year period preceding the date on which the Company announces that it will prepare an accounting restatement under the Recoupment Policy shall be subject to deduction, clawback or forfeiture, as applicable.
|
ix.
|
The RSUs may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the Vesting Date.
|
i.
|
The RSUs granted pursuant to this Agreement do not and shall not entitle the Grantee to any rights of a shareholder of the Company’s Common Stock. The rights of the Grantee with respect to the RSUs shall remain forfeitable at all times prior to the Vesting Date.
|
ii.
|
During the period that the Grantee holds RSUs granted pursuant to this Agreement, the Company shall credit to a non-interest bearing account on its books for Grantee, on each date that the Company pays a cash dividend to holders of its Common Stock, an amount equal to the United States (“U.S.”) Dollar amount paid per Share of the Company’s Common Stock that is subject to this Agreement and that has not vested (the “Dividend Equivalents”). The Company will cause to be paid in cash the Dividend Equivalents attributed to the RSUs as soon as practical after each Vesting Date. The Dividend Equivalents credited to Grantee’s non-interest bearing account shall be forfeited in the event that the RSUs are forfeited.
|
iii.
|
In the event of a Share Change (as defined in the Plan), the number and class of Shares or other securities that Grantee shall be entitled to, and shall hold, pursuant to this Agreement shall be appropriately adjusted or changed to reflect the Share Change, provided that any such additional Shares or additional or different shares or securities shall remain subject to the restrictions in this Agreement.
|
iv.
|
Grantee represents and warrants that he or she is acquiring the RSUs for investment purposes only, and not with a view to distribution thereof. Grantee is aware that the RSUs may not be registered under U.S. federal or any state securities laws and that in that event, in addition to the other restrictions on the Shares, they will not be able to be transferred unless an exemption from registration is available or the Shares are registered. By making this award of RSUs, the Company is not undertaking any obligation to register the Shares under any federal or state securities laws.
|
i.
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
ii.
|
the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
iii.
|
all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
|
iv.
|
the RSU grant and Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or services contract with the Company and shall
|
v.
|
Grantee is voluntarily participating in the Plan;
|
vi.
|
the RSUs and the Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or compensation;
|
vii.
|
the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purposes including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
viii.
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
ix.
|
no claim or entitlement to compensation or damages shall arise from any loss of any right or benefit, or prospective right or benefit, including the forfeiture of RSUs resulting from the termination of Grantee’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee’s employment agreement, if any), and in consideration of the grant of RSUs, Grantee agrees not to institute any claim against the Company;
|
x.
|
unless otherwise agreed with the Company, the RSUs and Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service Grantee may provide as a director of a Subsidiary of the Company; and
|
xi.
|
the Company shall not be liable for any foreign exchange rate fluctuation between Grantee’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
|
i.
|
Grantee acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee (“Tax-Related Items”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs or the Dividend Equivalents, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt or payment of any dividends and/or any Dividend Equivalents and (2) do not commit to and is under no obligation to structure the terms of the grant or any aspect of the RSUs or the Dividend Equivalents to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
ii.
|
Prior to any relevant taxable or tax withholding event, as applicable, Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.
|
iii.
|
In this regard, Grantee authorizes the Company, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
|
1.
|
withholding from Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer; or
|
2.
|
withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the RSU either through a voluntary sale or through a mandatory sale arranged by the Company (on Grantee’s behalf pursuant to this authorization); or
|
3.
|
withholding in Shares to be issued upon settlement of the RSU, provided, that if Grantee is a Section 16 officer under the Exchange Act, then the Committee shall establish the method of withholding from alternatives (1)-(3) herein, and, if the Committee does not exercise its discretion prior to the Tax-Related Items withholding event, then Grantee shall be entitled to elect the method of withholding from the alternatives above.
|
iv.
|
Depending on the withholding method and subject to Section 17.2 of the Plan, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
|
v.
|
Finally, Grantee agrees to pay to the Company or the Employer, including through withholding from Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Grantee fails to comply with Grantee’s obligations in connection with the Tax-Related Items.
|
vi.
|
Notwithstanding anything in this Section 3(d) to the contrary, for U.S. taxpayer Grantees, to avoid a prohibited acceleration under Code Section 409A, if Shares subject to RSUs will be withheld (or sold on Grantee’s behalf) to satisfy any-Tax Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered nonqualified deferred compensation subject to Code Section 409A, then the number of Shares withheld (or sold on Grantee’s behalf) shall not exceed the number of Shares that equals the liability for Tax-Related Items.
|
Grantee Level
|
Ownership Multiple of
Annual Base Salary
|
Retention Requirement
Percentage
|
0
|
4
|
50%
|
1
|
3
|
40%
|
2
|
2
|
35%
|
3
|
1
|
30%
|
4 or 5
|
0.5
|
20%
|
6 or 7
|
0
|
0%
|
i.
|
data and information relating to the Company’s Business (as defined herein); which is disclosed to Grantee or of which Grantee became aware of as a consequence of Grantee’s relationship with the Company; has value to the Company; is not generally known to the competitors of the Company;
and
which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, personnel data, and similar information. For purposes of the Confidentiality, Inventions, Non-Solicitation and Non-Competition Provisions (the “Confidentiality Provisions”), subject to the foregoing, and according to terminology commonly used by the Company, the Company’s Confidential Information shall include, but not be limited to, information pertaining to: (1) business opportunities; (2) data and compilations of data relating to the Company’s Business; (3) compilations of information about, and communications and agreements with, customers and potential customers of the Company; (4) computer software, hardware, network and internet technology utilized, modified or enhanced by the Company or by Grantee in furtherance of Grantee’s duties with the Company; (5) compilations of data concerning Company products, services, customers, and end users including but not limited to compilations concerning projected sales, new project timelines, inventory reports, sales, and cost and expense reports; (6) compilations of information about the Company’s employees and independent contracting consultants; (7) the Company’s financial information, including, without limitation, amounts charged to customers and amounts charged to the Company by its vendors, suppliers, and service providers; (8) proposals submitted to the Company’s customers, potential customers, wholesalers, distributors, vendors, suppliers and service providers; (9) the Company’s marketing strategies and compilations of marketing data; (10) compilations of data or information concerning, and communications and agreements with, vendors, suppliers and licensors to the Company and other sources of technology, products, services or components used in the Company’s Business; (11) any information concerning services requested and services performed on behalf of customers of the Company, including planned products or services; and (12) the Company’s research and development records and data. Confidential Information also includes any summary, extract or analysis of such information together with information that has been received or disclosed to the Company by any third party as to which the Company has an obligation to treat as confidential.
|
ii.
|
Confidential Information shall not include:
|
(A)
|
Information generally available to the public other than as a result of improper disclosure by Grantee;
|
(B)
|
Information that becomes available to Grantee from a source other than the Company (provided Grantee has no knowledge that such information was obtained from a source in breach of a duty to the Company);
|
(C)
|
Information disclosed pursuant to law, regulations or pursuant to a subpoena, court order or legal process; and/or
|
(D)
|
Information obtained in filings with the Securities and Exchange Commission.
|
(c)
|
“Customers”
means those entities and/or individuals which, within the two-year period preceding the Date of Termination (as that term is defined in Restricted Stock Unit Agreement): (i) Grantee had material contact on behalf of the Company; (ii) about whom Grantee acquired, directly or indirectly, Confidential Information or Trade Secrets as a result of his/her employment with the Company; and/or (iii) Grantee exercised oversight or responsibility of subordinates who engaged in Material Contact on behalf of the Company. Additionally, “Customers” references only those entities and/or individuals with whom the Company currently has a business relationship, or with whom it expended resources to have or resume the same during the two-year period referenced herein.
|
(d)
|
“Company”
means Acuity Brands, Inc., along with its Subsidiaries or other Affiliates.
|
(e)
|
“Company’s Business”
means the design, manufacture, installation, servicing, and/or sale of one or more of the following and any related products and/or services: lighting fixtures and systems; lighting control components and systems (including but not limited to dimmers, switches, relays, programmable lighting controllers, sensors, timers, and range extenders for lighting and energy management and other purposes); building management and/or control systems; commercial building lighting controls; intelligent building automation and energy management products, software and solutions; motorized shading and blind controls; building security and access control and monitoring for fire and life safety; emergency lighting fixtures and systems (including but not limited to exit signs, emergency light units, inverters, back-up power battery packs, and combinations thereof); battery powered and/or photovoltaic lighting fixtures; electric lighting track units; hardware for mounting and hanging electrical lighting fixtures; aluminum, steel and fiberglass fixture poles for electric lighting; light fixture lenses; sound and electromagnetic wave receivers and transmitters; flexible and modular wiring systems and components (namely, flexible branch circuits, attachment plugs, receptacles, connectors and fittings); LED drivers and other power supplies; daylighting systems including but not limited to prismatic skylighting and related controls; organic LED products and technology; medical and patient care lighting devices and systems; indoor positioning products and technology; software and hardware solutions that collect data about building and business operations and occupant activities via sensors and use that data to provide software services or data analytics; sensor based information networks; and any wired or wireless communications and monitoring hardware or software related to any of the above. This shall not include any product or service of the Company if the Company is no longer in the business of providing such product or service to its customers at the relevant time of enforcement.
|
(f)
|
“Employee Services”
shall mean the duties and services of the type conducted, authorized, offered, or provided by Grantee in his/her capacity as an Employee on behalf of the Company within twelve (12) months prior to the Date of Termination.
|
(g)
|
“Territory”
means the country in which Grantee is employed by the Company (the “Country”). Grantee acknowledges that the Company is licensed to do business in the Country and in fact does business in all states, territories, provinces and other parts of the Country. Grantee further acknowledges that the services she/he has performed on behalf of the Company are at a senior level and are not limited in their territorial scope to any particular city, state, or region, but instead affect the Company’s activity within the Country. Specifically, Grantee provides Employee Services on the Company’s behalf throughout the Country, meets with Company agents and distributors, develops products and/or contacts throughout the Country, and otherwise engages in his/her work on behalf of the Company on a national level. Accordingly, Grantee agrees that these restrictions are reasonable and necessary to protect the Confidential Information, trade secrets, business relationships, and goodwill of the Company.
|
(h)
|
“Material Contact”
shall have the meaning set forth in O.C.G.A. § 13-8-51(10), which includes contact between an employee and each Customer or potential Customer: with whom or which Grantee dealt on behalf of the Company; whose dealings with the Company were coordinated or supervised by Grantee; about whom Grantee obtained confidential information in the ordinary course of business as a result of such employee’s association with the Company; and/or who receives products or services authorized by the
|
(i)
|
“Termination for Cause”
or
“Terminated for Cause”
shall mean the involuntary termination of Grantee by the Company for the following reasons:
|
i.
|
If termination shall have been the result of an act or acts by Grantee which constitute an indictable offense, a felony or any crime involving dishonesty, theft, fraud or moral turpitude;
|
ii.
|
If termination shall have been the result of an act or acts by Grantee which are determined, in the good faith judgment of the Company, to be in violation of written policies of the Company;
|
iii.
|
If termination shall have been the result of an act or acts of dishonesty by Grantee resulting or intended to result directly or indirectly in gain or personal enrichment to Grantee at the expense of the Company;
|
iv.
|
Upon the willful and continued failure by Grantee to substantially perform the duties assigned to Grantee (other than any such failure resulting from incapacity due to mental or physical illness constituting a Disability), after a demand in writing for substantial performance of such duties is delivered by the Company, which demand specifically identifies the manner in which the Company believes that Grantee has not substantially performed his or her duties; or
|
v.
|
If termination shall have been the result of the unauthorized disclosure by Grantee of the Company’s Confidential Information or violation of any other provision of the Confidentiality Provisions.
|
(j)
|
“Inventions” and “Works For Hire.”
The term “Invention” means contributions, discoveries, improvements and ideas and works of authorship, whether or not patentable or copyrightable, and: (i) which relate directly to the Company’s Business, or (ii) which result from any work performed by Grantee or by Grantee’s fellow employees for the Company, or (iii) for which equipment, supplies, facilities, Confidential Information or Trade Secrets of the Company are used, or (iv) which is developed on the Company’s time. The term “Works For Hire” (“Works”) means all documents, programs, software, creative works and other expressions and information in any tangible medium created, in whole or in part, by Grantee during the period of and relating to his/her employment with the Company, whether copyrightable or otherwise protectable, other than Inventions.
|
(a)
|
Purpose and Reasonableness of Provisions
. Grantee acknowledges that, during the term of his/her employment with the Company and after the Date of Termination, the Company has furnished and may continue to furnish to Grantee Trade Secrets and Confidential Information, which, if used by Grantee on behalf of, or disclosed to, a competitor of the Company or other person, could cause substantial detriment to the Company. Moreover, the parties recognize that Grantee, during the term of his/her employment with the Company, has developed important relationships with customers, agents, and others having valuable business relationships with the Company, and that these relationships may continue to develop after the Date of Termination. In view of the foregoing, Grantee acknowledges and agrees that the restrictive covenants contained in this Section 2 are reasonably necessary to protect the Company’s legitimate business interests, Confidential Information, and good will.
|
(b)
|
Trade Secrets and Confidential Information.
Grantee agrees that he/she shall protect the Company’s Trade Secrets (as defined in Section 1(b) above) and Confidential Information (as defined in Section 1(a) above) and shall not disclose to any person or entity, or otherwise use or disseminate, except in connection with the performance of his/her duties for the Company, any Trade Secrets or Confidential Information. However, Grantee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Grantee will promptly notify the Company
|
(c)
|
Return of Property.
On or before the Date of Termination, Grantee agrees to deliver promptly to the Company all files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents (including all such data and documents in electronic form) of the Company, supplied to or created by him/her in connection with his/her employment hereunder (including all copies of the foregoing) in his/her possession or control, and all of the Company’s equipment and other materials in his/her possession or control. Grantee further agrees and covenants not to retain any such property and to permanently delete such information residing in electronic format to the best of his/her ability and not to attempt to retrieve it. Grantee’s obligations under this Section 2(c) shall survive any expiration or termination of the Confidentiality Provisions.
|
(d)
|
Inventions.
Grantee does hereby assign to the Company the entire right, title and interest in any Invention which is or was made or conceived, either solely or jointly with others, during his/her employment with the Company, including after the Date of Termination. Grantee attests that he/she has disclosed (or promptly will disclose, if after the Date of Termination) to the Company all such Inventions. Grantee will, if requested, promptly execute and deliver to the Company a specific assignment of title for any such Invention and will at the expense of the Company, take all reasonably required action by the Company to patent, copyright or otherwise protect the Invention.
|
(e)
|
Non-Competition.
In the event that Grantee,
|
i.
|
voluntarily resigns from the Company,
|
ii.
|
is Terminated for Cause (as defined above), or
|
iii.
|
declines to sign a Confidential Severance Agreement and Release offered by the Company in the event of a termination for any reason other than a Termination for Cause (including, for example, as a result of a position elimination).
|
(f)
|
Non-Solicitation of Customers.
Grantee acknowledges and agrees that during his/her employment, and for twenty-four (24) months after the Date of Termination, Grantee has not and will not directly or indirectly solicit Customers (as defined in Paragraph 1(c) above) with whom he/she had Material Contact (as defined in 1(g) above) for the purpose of providing goods and/or services competitive with the Company’s Business.
|
(g)
|
Non-Solicitation of Employees and Agents.
Grantee acknowledges and agrees that during his/her employment, and for a period of twenty-four (24) months after the Date of Termination, Grantee has not and will not, directly or indirectly, whether on behalf of the Grantee or others, solicit, lure or attempt to hire away any of the Company’s employees or agents.
|
(h)
|
Non-Solicitation of Sales Agents.
Grantee acknowledges and agrees that during his/her employment, and for a period of twenty-four (24) months after the Date of Termination, Grantee has not and will not, directly or indirectly, whether on behalf of the Grantee or others, solicit any of the Company’s Sales Agents for the purpose of disrupting their relationship with the Company and/or selling and/or facilitating the sale of products competitive with the Company’s Business. For purposes of this Section 2, a “Sales Agent” is any third-party agency, and/or its representatives, with which or whom the Company has contracted for the purpose of facilitating the sale of the Company’s products during the last twenty-four (24) months of Grantee’s employment with the Company.
|
(i)
|
Injunctive Relief.
Grantee acknowledges that if he/she breaches or threatens to breach any of the provisions of this Section 2, his/her actions may cause irreparable harm and damage to the Company which could not be compensated in damages. Accordingly, if Grantee breaches or threatens to breach any of the provisions of this Section 2, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies the Company may have. The existence of any claim or cause of action by Grantee against the Company, whether predicated on the Confidentiality Provisions or otherwise, shall not constitute a defense to the enforcement by the Company of Grantee’s agreements under this Section 2.
|
(i)
|
Grantee acknowledges and agrees that during his/her employment, and for six (6) months as from the date of Grantee’s actual departure from the Company, he/she has not and will not, directly or indirectly, engage in, provide, or perform any Employee Services on behalf of any person or entity (or, if organized into divisions or units, any distinct division or operating unit) in the Territory.
|
(ii)
|
Grantee also acknowledges and agrees that during his/her employment, and for six (6) months after the Date of Termination, Grantee has not and will not directly or indirectly solicit Customers (as defined in Paragraph 1(c) above) with whom he/she had Material Contact (as defined in 1(g) above) for the purpose of providing goods and/or services competitive with the Company’s Business.
|
(iii)
|
Grantee further acknowledges and agrees that during his/her employment, and for a period of six (6) months after the Date of Termination, Grantee has not and will not, directly or indirectly, whether on behalf of the Grantee or others, solicit any of the Company’s Sales Agents for the purpose of disrupting their relationship with the Company and/or selling and/or facilitating the sale of products competitive with the Company’s Business. For purposes of this Section 2, a “Sales Agent” is any third-party agency, and/or its representatives, with which or whom the Company has contracted for the purpose of facilitating the sale of the Company’s products during the last twenty-four (24) months of Grantee’s employment with the Company.
|
(iv)
|
In the event Grantee’s employment is terminated, for any reason whatsoever, during this post-employment period of non-competition, under the condition that Grantee complies with this non-competition obligation, Grantee will receive a monthly gross indemnity as determined by the Company pursuant to local law, to be no less than thirty three percent (33%) of his/her average gross monthly salary received over the last 12 months prior to termination of employment, it being understood that this indemnity will be subject to social security contributions.
|
(v)
|
It is agreed that, in any case, the Company shall be entitled, at the time of termination of the employment agreement, either to reduce the scope or the duration of the period of application of the non-competition and non-solicitation covenant, or to waive the latter, provided however that it informs Grantee thereof by registered letter with return receipt requested no later than within eight (3) days following the notification of the termination of the employment agreement and no later than Grantee’s last day of effective work.
|
(vi)
|
If Grantee breaches the post-employment non-competition obligation, the Company will no longer be required to pay the gross monthly indemnity and Grantee will be required to reimburse the Company for any amount that he/she may have been granted in this respect.
|
(vii)
|
Given the extreme sensitiveness of the know-how and technical and commercial information to which Grantee has access in the framework of his/her functions and the extremely competitive and sensitive nature of the Company’s activities, the parties expressly agree on the necessity of the non-competition and non-solicitation obligation in order to protect the Company’s legitimate interests. Moreover, Grantee acknowledges that, in light of his/her training, the provision does not hinder his/her capacity to find new employment.
|
(a)
|
will have no right to the Payment referred in Section 2(j) of Exhibit C, as modified by these special provisions, and must then repay to the Company the total amount of the payments made in accordance with Section 2(j)(ii) after the termination of the employment relationship between the parties, if such breach occurs or is discovered after any Payments (as defined below) have been made.
|
(b)
|
In addition, he/she must pay to the Company liquidated damages equivalent to fifty percent (50%) of the gross amount paid to Grantee in consideration for the non-competition clause herein. The payment of liquidated dames shall be in addition to any other legal remedies that might be available to the Company, including moral damages, and nothing in this Section shall operate so as to prevent or limit the Company from seeking any other relief, including equitable or injunctive relief.
|
i.
|
If termination shall have been the result of an act or acts by Grantee which constitute an indictable offense, a felony or any crime involving dishonesty, theft, fraud or moral turpitude;
|
ii.
|
If termination shall have been the result of an act or acts by Grantee which are determined, in the good faith judgment of the Company, to be in violation of written policies of the Company;
|
iii.
|
If termination shall have been the result of an act or acts of dishonesty by Grantee resulting or intended to result directly or indirectly in gain or personal enrichment to Grantee at the expense of the Company;
|
iv.
|
Upon the willful and continued failure by Grantee to substantially perform the duties assigned to Grantee (other than any such failure resulting from incapacity due to mental or physical illness constituting a Disability), after a demand in writing for substantial performance of such duties is delivered by the Company, which demand specifically identifies the manner in which the Company believes that Grantee has not substantially performed his or her duties; or
|
v.
|
If termination shall have been the result of the unauthorized disclosure by Grantee of the Company’s Confidential Information or violation of any other provision of the Confidentiality Provisions.
|
Grantee:
Grant Type:
Grant ID:
Grant Date:
Award Amount:
Vest Schedule:
Accept by Date:
|
/$ParticipantName$/
/$GrantType$/
/$GrantID$/
/$GrantDate$/
/$AwardsGranted$/
/$VestingDescription$/
/$AcceptByDate$/
|
1.
|
Incorporation by Reference, Etc.
The provisions of the Plan are hereby incorporated by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon Grantee and Grantee’s legal representative with respect to any questions arising under the Plan or this Agreement.
|
2.
|
Grant of Restricted Stock Award
. The Committee, on behalf of the Company, hereby grants to Grantee, effective as of the Grant Date, Restricted Stock equal to the Award Amount set forth above, on the terms and conditions set forth in this Agreement, including the specific vesting requirements set forth in the preamble, and as otherwise provided in the Plan.
|
3.
|
Terms and Conditions
.
|
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
second
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
second
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
|
|
|
April 4, 2018
|
|
|
(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
|
|
|
April 4, 2018
|
|
|