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(Mark One)
|
|
þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended August 31, 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
|
|
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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Title of Each Class
|
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Name of Each Exchange on Which Registered
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Common Stock ($0.01 Par Value)
|
|
New York Stock Exchange
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-accelerated Filer
o
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Smaller Reporting Company
o
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Emerging Growth Company
o
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Location in Form 10-K
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Incorporated Document
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Part II, Item 5; Part III, Items 10, 11, 12, 13, and 14
|
|
Proxy Statement for 2018 Annual Meeting of Stockholders
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Page
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||
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Item 1.
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Business
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Item 1a.
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Risk Factors
|
Item 1b.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Nature of Facilities
|
Owned
|
|
Leased
|
||
Manufacturing facilities
|
14
|
|
|
5
|
|
Warehouses
|
1
|
|
|
2
|
|
Distribution centers*
|
1
|
|
|
7
|
|
Offices
|
5
|
|
|
19
|
|
|
United States
|
|
Mexico
|
|
Europe
|
|
Canada
|
|
Total
|
|||||
Owned
|
7
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
14
|
|
Leased
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Total
|
9
|
|
|
6
|
|
|
2
|
|
|
2
|
|
|
19
|
|
Item 3.
|
Legal Proceedings
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Item 4.
|
Mine Safety Disclosures
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Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
|
|
Aug-13
|
|
Aug-14
|
|
Aug-15
|
|
Aug-16
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Aug-17
|
|
Aug-18
|
|
||||||
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||||||||||||
Acuity Brands, Inc.
|
|
$
|
100
|
|
$
|
146
|
|
$
|
230
|
|
$
|
325
|
|
$
|
209
|
|
$
|
182
|
|
S&P 500 Index
|
|
$
|
100
|
|
$
|
125
|
|
$
|
126
|
|
$
|
142
|
|
$
|
165
|
|
$
|
197
|
|
S&P Midcap 400 Index
|
|
$
|
100
|
|
$
|
123
|
|
$
|
123
|
|
$
|
138
|
|
$
|
156
|
|
$
|
187
|
|
Dow Jones US Electrical Components & Equipment Index
|
|
$
|
100
|
|
$
|
125
|
|
$
|
113
|
|
$
|
129
|
|
$
|
160
|
|
$
|
188
|
|
Dow Jones US Building Materials & Fixtures Index
|
|
$
|
100
|
|
$
|
125
|
|
$
|
144
|
|
$
|
179
|
|
$
|
188
|
|
$
|
199
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended August 31,
|
||||||||||||||||||
|
2018
(1)
|
|
2017
(2)
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|
2016
(3)
|
|
2015
(4)
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|
2014
(5)
|
||||||||||
|
(In millions, except per-share data)
|
||||||||||||||||||
Net sales
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
|
$
|
3,291.3
|
|
|
$
|
2,706.7
|
|
|
$
|
2,393.5
|
|
Net income
|
349.6
|
|
|
321.7
|
|
|
290.8
|
|
|
222.1
|
|
|
175.8
|
|
|||||
Basic earnings per share
|
8.54
|
|
|
7.46
|
|
|
6.67
|
|
|
5.13
|
|
|
4.07
|
|
|||||
Diluted earnings per share
|
8.52
|
|
|
7.43
|
|
|
6.63
|
|
|
5.09
|
|
|
4.05
|
|
|||||
Cash and cash equivalents
|
129.1
|
|
|
311.1
|
|
|
413.2
|
|
|
756.8
|
|
|
552.5
|
|
|||||
Total assets
|
2,988.8
|
|
|
2,899.6
|
|
|
2,948.0
|
|
|
2,407.0
|
|
|
2,145.4
|
|
|||||
Long-term debt
|
356.4
|
|
|
356.5
|
|
|
355.0
|
|
|
352.4
|
|
|
351.9
|
|
|||||
Total debt
|
356.8
|
|
|
356.9
|
|
|
355.2
|
|
|
352.4
|
|
|
351.9
|
|
|||||
Stockholders’ equity
|
1,716.8
|
|
|
1,665.6
|
|
|
1,659.8
|
|
|
1,360.0
|
|
|
1,163.5
|
|
|||||
Cash dividends declared per common share
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
(1)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2018 include a) pre-tax special charges of
$5.6 million
related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of
$28.5 million
c) pre-tax share-based payment expense of
$32.3 million
, d) pre-tax acquisition-related items of
$3.8 million
, f) excess inventory related to the closure of a facility of
$3.1 million
, g) gain on sale of a business of
$5.4 million
, and h) discrete income tax benefits of the U.S. Tax Cuts and Jobs Act of
$34.6 million
, totaling $0.32 per share.
|
(2)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2017 include a) pre-tax special charges of $11.3 million related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $28.0 million c) pre-tax share-based payment expense of $32.0 million, d) gain on sale of investment in unconsolidated affiliate of $7.2 million, and e) manufacturing related inefficiencies directly related to the closure of a facility of $1.6 million, totaling $1.02 per share.
|
(3)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2016 include a) pre-tax special charges of $15.0 million related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $21.4 million, c) pre-tax share-based payment expense of $27.7 million, d) pre-tax acquisition-related items of $10.8 million, and e) pre-tax impairment of intangible asset of $5.1 million, totaling $1.21 per share.
|
(4)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2015 include a) pre-tax special charges of $12.4 million related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $11.0 million, c) pre-tax share-based payment expense of $18.2 million, d) non tax-deductible professional fees of $3.2 million related to acquisitions, and e) pre-tax net loss on financial instruments of $2.6 million, totaling $0.74 per share.
|
(5)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2014 include a) pre-tax amortization of acquired intangible assets of $11.2 million, b) pre-tax share-based payment expense of $17.7 million, c) pre-tax recoveries of $5.8 million associated with fraud at the Company's former freight payment and audit service provider, and d) pre-tax special charge reversal of $0.2 million related to initiatives to simplify and streamline the Company's operations, totaling $0.35 per share.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Operating profit margin in the mid-teens or higher;
|
•
|
Diluted earnings per share growth in excess of 15% per annum;
|
•
|
Return on stockholders’ equity of 20% or better per annum; and
|
•
|
Cash flow from operations, less capital expenditures, that is in excess of net income.
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1 to 3 Years
|
|
4 to 5
Years
|
|
After 5
Years
|
||||||||||
Debt
(1)
|
$
|
357.3
|
|
|
$
|
0.4
|
|
|
$
|
354.9
|
|
|
$
|
0.7
|
|
|
$
|
1.3
|
|
Interest obligations
(2)
|
121.8
|
|
|
33.6
|
|
|
34.1
|
|
|
18.9
|
|
|
35.2
|
|
|||||
Operating leases
(3)
|
76.0
|
|
|
16.9
|
|
|
25.4
|
|
|
13.7
|
|
|
20.0
|
|
|||||
Purchase obligations
(4)
|
243.8
|
|
|
236.7
|
|
|
4.7
|
|
|
2.4
|
|
|
—
|
|
|||||
Other liabilities
(5)
|
44.0
|
|
|
4.0
|
|
|
9.3
|
|
|
5.0
|
|
|
25.7
|
|
|||||
Total
|
$
|
842.9
|
|
|
$
|
291.6
|
|
|
$
|
428.4
|
|
|
$
|
40.7
|
|
|
$
|
82.2
|
|
(1)
|
These amounts, which represent the principal amounts outstanding at
August 31, 2018
, are included in the Company’s
Consolidated Balance Sheets
. See the
Debt and Lines of Credit
footnote for additional information regarding debt and other matters.
|
(2)
|
These amounts represent primarily the expected future interest payments on outstanding debt held by the Company at
August 31, 2018
and the Company’s outstanding loans related to its corporate-owned life insurance policies (“COLI”), which constitute a small portion of the total contractual obligations shown. COLI-related interest payments included in this table are estimates. These estimates are based on various assumptions, including age at death, loan interest rate, and tax bracket. The amounts in this table do not include COLI-related payments after ten years due to the difficulty in calculating a meaningful estimate that far in the future. Note that payments related to debt and the COLI are reflected in the Company’s
Consolidated Statements of Cash Flows
.
|
(3)
|
The Company’s operating lease obligations are described in the
Commitments and Contingencies
footnote.
|
(4)
|
Purchase obligations include commitments to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders.
|
(5)
|
These amounts are included in the Company’s
Consolidated Balance Sheets
and largely represent liabilities for which the Company is obligated to make future payments under certain long-term employee benefit programs. Estimates of the amounts and timing of these amounts are based on various assumptions, including expected return on plan assets, interest rates, and other variables. The amounts in this table do not include amounts related to future funding obligations under the defined benefit pension plans. The amount and timing of these future funding obligations are subject to many variables and are also dependent on whether or not the Company elects to make contributions to the pension plans in excess of those required under Employee Retirement Income Security Act of 1974. Such voluntary contributions may reduce or defer the funding obligations. See the
Pension and Profit Sharing Plans
footnote for additional information. These amounts exclude
$4.4 million
of unrecognized tax benefits as the period of cash settlement with the respective taxing authorities cannot be reasonably estimated.
|
|
Year Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
Net sales
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
|
$
|
175.0
|
|
|
5.0
|
%
|
Cost of products sold
|
2,193.3
|
|
|
2,023.9
|
|
|
169.4
|
|
|
8.4
|
%
|
|||
Gross profit
|
1,486.8
|
|
|
1,481.2
|
|
|
5.6
|
|
|
0.4
|
%
|
|||
Percent of net sales
|
40.4
|
%
|
|
42.3
|
%
|
|
(190
|
)
|
bps
|
|
|
|||
Selling, distribution, and administrative expenses
|
1,026.6
|
|
|
951.1
|
|
|
75.5
|
|
|
7.9
|
%
|
|||
Special charge
|
5.6
|
|
|
11.3
|
|
|
(5.7
|
)
|
|
NM
|
|
|||
Operating profit
|
454.6
|
|
|
518.8
|
|
|
(64.2
|
)
|
|
(12.4
|
)%
|
|||
Percent of net sales
|
12.4
|
%
|
|
14.8
|
%
|
|
(240
|
)
|
bps
|
|
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
33.5
|
|
|
32.5
|
|
|
1.0
|
|
|
3.1
|
%
|
|||
Miscellaneous income, net
|
(4.8
|
)
|
|
(6.3
|
)
|
|
1.5
|
|
|
NM
|
|
|||
Total other expense
|
28.7
|
|
|
26.2
|
|
|
2.5
|
|
|
9.5
|
%
|
|||
Income before income taxes
|
425.9
|
|
|
492.6
|
|
|
(66.7
|
)
|
|
(13.5
|
)%
|
|||
Percent of net sales
|
11.6
|
%
|
|
14.1
|
%
|
|
(250
|
)
|
bps
|
|
|
|||
Income tax expense
|
76.3
|
|
|
170.9
|
|
|
(94.6
|
)
|
|
(55.4
|
)%
|
|||
Effective tax rate
|
17.9
|
%
|
|
34.7
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
$
|
27.9
|
|
|
8.7
|
%
|
Diluted earnings per share
|
$
|
8.52
|
|
|
$
|
7.43
|
|
|
$
|
1.09
|
|
|
14.7
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
(In millions, except per share data)
|
Year Ended August 31,
|
|
Increase (Decrease)
|
Percent Change
|
|||||||||
|
2018
|
|
2017
|
|
|||||||||
Gross profit
|
$
|
1,486.8
|
|
|
$
|
1,481.2
|
|
|
|
|
|||
Add-back: Acquisition-related items
(1)
|
1.7
|
|
|
—
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Add-back: Excess inventory
(3)
|
3.1
|
|
|
—
|
|
|
|
|
|||||
Adjusted gross profit
|
$
|
1,491.6
|
|
|
$
|
1,482.8
|
|
|
$
|
8.8
|
|
0.6
|
%
|
Percent of net sales
|
40.5
|
%
|
|
42.3
|
%
|
|
(180
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Selling, distribution, and administrative expenses
|
$
|
1,026.6
|
|
|
$
|
951.1
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(28.5
|
)
|
|
(28.0
|
)
|
|
|
|
|||||
Less: Share-based payment expense
|
(32.3
|
)
|
|
(32.0
|
)
|
|
|
|
|||||
Less: Acquisition-related items
(1)
|
(2.1
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted selling, distribution, and administrative expenses
|
$
|
963.7
|
|
|
$
|
891.1
|
|
|
$
|
72.6
|
|
8.1
|
%
|
Percent of net sales
|
26.2
|
%
|
|
25.4
|
%
|
|
80
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
454.6
|
|
|
$
|
518.8
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
28.5
|
|
|
28.0
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
32.3
|
|
|
32.0
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
3.8
|
|
|
—
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Add-back: Excess inventory
(3)
|
3.1
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
5.6
|
|
|
11.3
|
|
|
|
|
|||||
Adjusted operating profit
|
$
|
527.9
|
|
|
$
|
591.7
|
|
|
$
|
(63.8
|
)
|
(10.8
|
)%
|
Percent of net sales
|
14.3
|
%
|
|
16.9
|
%
|
|
(260
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Other expense
|
$
|
28.7
|
|
|
$
|
26.2
|
|
|
|
|
|||
Add-back: Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
7.2
|
|
|
|
|
|||||
Add-back: Gain on sale of business
|
5.4
|
|
|
—
|
|
|
|
|
|||||
Adjusted other expense
|
$
|
34.1
|
|
|
$
|
33.4
|
|
|
$
|
0.7
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
28.5
|
|
|
28.0
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
32.3
|
|
|
32.0
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
3.8
|
|
|
—
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Add-back: Excess inventory
(3)
|
3.1
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
5.6
|
|
|
11.3
|
|
|
|
|
|||||
Less: Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
(7.2
|
)
|
|
|
|
|||||
Less: Gain on sale of business
|
(5.4
|
)
|
|
—
|
|
|
|
|
|||||
Total pre-tax adjustments to net income
|
67.9
|
|
|
65.7
|
|
|
|
|
|||||
Income tax effect
|
(20.0
|
)
|
|
(21.5
|
)
|
|
|
|
|||||
Less: Discrete income tax benefits of the TCJA
(4)
|
(34.6
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted net income
|
$
|
362.9
|
|
|
$
|
365.9
|
|
|
$
|
(3.0
|
)
|
(0.8
|
)%
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
$
|
8.52
|
|
|
$
|
7.43
|
|
|
|
|
|||
Adjusted diluted earnings per share
|
$
|
8.84
|
|
|
$
|
8.45
|
|
|
$
|
0.39
|
|
4.6
|
%
|
|
Year Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2017
|
|
2016
|
|
(Decrease)
|
|
Change
|
|||||||
Net sales
|
$
|
3,505.1
|
|
|
$
|
3,291.3
|
|
|
$
|
213.8
|
|
|
6.5
|
%
|
Cost of products sold
|
2,023.9
|
|
|
1,855.1
|
|
|
168.8
|
|
|
9.1
|
%
|
|||
Gross profit
|
1,481.2
|
|
|
1,436.2
|
|
|
45.0
|
|
|
3.1
|
%
|
|||
Percent of net sales
|
42.3
|
%
|
|
43.6
|
%
|
|
(130
|
)
|
bps
|
|
|
|||
Selling, distribution, and administrative expenses
|
951.1
|
|
|
946.0
|
|
|
5.1
|
|
|
0.5
|
%
|
|||
Special charge
|
11.3
|
|
|
15.0
|
|
|
(3.7
|
)
|
|
NM
|
|
|||
Operating profit
|
518.8
|
|
|
475.2
|
|
|
43.6
|
|
|
9.2
|
%
|
|||
Percent of net sales
|
14.8
|
%
|
|
14.4
|
%
|
|
40
|
|
bps
|
|
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
32.5
|
|
|
32.2
|
|
|
0.3
|
|
|
0.9
|
%
|
|||
Miscellaneous income, net
|
(6.3
|
)
|
|
(1.6
|
)
|
|
(4.7
|
)
|
|
NM
|
|
|||
Total other expense
|
26.2
|
|
|
30.6
|
|
|
(4.4
|
)
|
|
(14.4
|
)%
|
|||
Income before income taxes
|
492.6
|
|
|
444.6
|
|
|
48.0
|
|
|
10.8
|
%
|
|||
Percent of net sales
|
14.1
|
%
|
|
13.5
|
%
|
|
60
|
|
bps
|
|
|
|||
Income tax expense
|
170.9
|
|
|
153.8
|
|
|
17.1
|
|
|
11.1
|
%
|
|||
Effective tax rate
|
34.7
|
%
|
|
34.6
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
321.7
|
|
|
$
|
290.8
|
|
|
$
|
30.9
|
|
|
10.6
|
%
|
Diluted earnings per share
|
$
|
7.43
|
|
|
$
|
6.63
|
|
|
$
|
0.80
|
|
|
12.1
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
(In millions, except per share data)
|
Year Ended August 31,
|
|
Increase (Decrease)
|
Percent Change
|
|||||||||
|
2017
|
|
2016
|
|
|||||||||
Gross profit
|
$
|
1,481.2
|
|
|
$
|
1,436.2
|
|
|
|
|
|||
Add-back: Acquisition-related items
(1)
|
—
|
|
|
2.8
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
1.6
|
|
|
—
|
|
|
|
|
|||||
Adjusted gross profit
|
$
|
1,482.8
|
|
|
$
|
1,439.0
|
|
|
$
|
43.8
|
|
3.0
|
%
|
Percent of net sales
|
42.3
|
%
|
|
43.7
|
%
|
|
(140
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Selling, distribution, and administrative expenses
|
$
|
951.1
|
|
|
$
|
946.0
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(28.0
|
)
|
|
(21.4
|
)
|
|
|
|
|||||
Less: Share-based payment expense
|
(32.0
|
)
|
|
(27.7
|
)
|
|
|
|
|||||
Less: Acquisition-related items
(1)
|
—
|
|
|
(8.0
|
)
|
|
|
|
|||||
Less: Impairment of intangible asset
|
—
|
|
|
(5.1
|
)
|
|
|
|
|||||
Adjusted selling, distribution, and administrative expenses
|
$
|
891.1
|
|
|
$
|
883.8
|
|
|
$
|
7.3
|
|
0.8
|
%
|
Percent of net sales
|
25.4
|
%
|
|
26.9
|
%
|
|
(150
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
518.8
|
|
|
$
|
475.2
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
28.0
|
|
|
21.4
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
32.0
|
|
|
27.7
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
—
|
|
|
10.8
|
|
|
|
|
|||||
Add-back: Impairment of intangible asset
|
—
|
|
|
5.1
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
1.6
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
11.3
|
|
|
15.0
|
|
|
|
|
|||||
Adjusted operating profit
|
$
|
591.7
|
|
|
$
|
555.2
|
|
|
$
|
36.5
|
|
6.6
|
%
|
Percent of net sales
|
16.9
|
%
|
|
16.9
|
%
|
|
—
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Other expense
|
$
|
26.2
|
|
|
$
|
30.6
|
|
|
|
|
|||
Add-back: Gain on sale of investment in unconsolidated affiliate
|
7.2
|
|
|
—
|
|
|
|
|
|||||
Adjusted other expense
|
$
|
33.4
|
|
|
$
|
30.6
|
|
|
$
|
2.8
|
|
9.2
|
%
|
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
321.7
|
|
|
$
|
290.8
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
28.0
|
|
|
21.4
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
32.0
|
|
|
27.7
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
—
|
|
|
10.8
|
|
|
|
|
|||||
Add-back: Impairment of intangible asset
|
—
|
|
|
5.1
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies
(2)
|
1.6
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
11.3
|
|
|
15.0
|
|
|
|
|
|||||
Less: Gain on sale of investment in unconsolidated affiliate
|
(7.2
|
)
|
|
—
|
|
|
|
|
|||||
Total pre-tax adjustments to net income
|
65.7
|
|
|
80.0
|
|
|
|
|
|||||
Income tax effect
|
(21.5
|
)
|
|
(27.1
|
)
|
|
|
|
|||||
Adjusted net income
|
$
|
365.9
|
|
|
$
|
343.7
|
|
|
$
|
22.2
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
$
|
7.43
|
|
|
$
|
6.63
|
|
|
|
|
|||
Adjusted diluted earnings per share
|
$
|
8.45
|
|
|
$
|
7.84
|
|
|
$
|
0.61
|
|
7.8
|
%
|
Item 7a.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
/s/ VERNON J. NAGEL
|
|
/s/ RICHARD K. REECE
|
Vernon J. Nagel
Chairman, President, and
Chief Executive Officer
|
|
Richard K. Reece
Executive Vice President and
Chief Financial Officer
|
|
August 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
129.1
|
|
|
$
|
311.1
|
|
Accounts receivable, less reserve for doubtful accounts of $1.3 and $1.9, respectively
|
637.9
|
|
|
573.3
|
|
||
Inventories
|
411.8
|
|
|
328.6
|
|
||
Prepayments and other current assets
|
32.3
|
|
|
32.6
|
|
||
Total current assets
|
1,211.1
|
|
|
1,245.6
|
|
||
Property, plant, and equipment, at cost:
|
|
|
|
|
|
||
Land
|
22.9
|
|
|
22.5
|
|
||
Buildings and leasehold improvements
|
189.1
|
|
|
180.7
|
|
||
Machinery and equipment
|
516.6
|
|
|
484.6
|
|
||
Total property, plant, and equipment
|
728.6
|
|
|
687.8
|
|
||
Less — Accumulated depreciation and amortization
|
(441.9
|
)
|
|
(400.1
|
)
|
||
Property, plant, and equipment, net
|
286.7
|
|
|
287.7
|
|
||
Goodwill
|
970.6
|
|
|
900.9
|
|
||
Intangible assets
|
498.7
|
|
|
448.8
|
|
||
Deferred income taxes
|
2.9
|
|
|
3.4
|
|
||
Other long-term assets
|
18.8
|
|
|
13.2
|
|
||
Total assets
|
$
|
2,988.8
|
|
|
$
|
2,899.6
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
451.1
|
|
|
$
|
395.1
|
|
Current maturities of long-term debt
|
0.4
|
|
|
0.4
|
|
||
Accrued compensation
|
67.0
|
|
|
41.8
|
|
||
Other accrued liabilities
|
164.2
|
|
|
163.6
|
|
||
Total current liabilities
|
682.7
|
|
|
600.9
|
|
||
Long-term debt
|
356.4
|
|
|
356.5
|
|
||
Accrued pension liabilities
|
64.6
|
|
|
96.9
|
|
||
Deferred income taxes
|
92.5
|
|
|
108.2
|
|
||
Self-insurance reserves
|
7.9
|
|
|
7.9
|
|
||
Other long-term liabilities
|
67.9
|
|
|
63.6
|
|
||
Total liabilities
|
1,272.0
|
|
|
1,234.0
|
|
||
Commitments and contingencies (see
Commitments and Contingencies
footnote)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 500,000,000 shares authorized; 53,667,327 and 53,549,840 issued, respectively
|
0.5
|
|
|
0.5
|
|
||
Paid-in capital
|
906.3
|
|
|
881.0
|
|
||
Retained earnings
|
1,999.2
|
|
|
1,659.9
|
|
||
Accumulated other comprehensive loss
|
(114.8
|
)
|
|
(99.7
|
)
|
||
Treasury stock, at cost — 13,676,689 and 11,678,002 shares, respectively
|
(1,074.4
|
)
|
|
(776.1
|
)
|
||
Total stockholders’ equity
|
1,716.8
|
|
|
1,665.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,988.8
|
|
|
$
|
2,899.6
|
|
|
Year Ended August 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
|
$
|
3,291.3
|
|
Cost of products sold
|
2,193.3
|
|
|
2,023.9
|
|
|
1,855.1
|
|
|||
Gross profit
|
1,486.8
|
|
|
1,481.2
|
|
|
1,436.2
|
|
|||
Selling, distribution, and administrative expenses
|
1,026.6
|
|
|
951.1
|
|
|
946.0
|
|
|||
Special charge
|
5.6
|
|
|
11.3
|
|
|
15.0
|
|
|||
Operating profit
|
454.6
|
|
|
518.8
|
|
|
475.2
|
|
|||
Other expense (income):
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
33.5
|
|
|
32.5
|
|
|
32.2
|
|
|||
Miscellaneous income, net
|
(4.8
|
)
|
|
(6.3
|
)
|
|
(1.6
|
)
|
|||
Total other expense
|
28.7
|
|
|
26.2
|
|
|
30.6
|
|
|||
Income before income taxes
|
425.9
|
|
|
492.6
|
|
|
444.6
|
|
|||
Income tax expense
|
76.3
|
|
|
170.9
|
|
|
153.8
|
|
|||
Net income
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
$
|
290.8
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share
|
$
|
8.54
|
|
|
$
|
7.46
|
|
|
$
|
6.67
|
|
Basic weighted average number of shares outstanding
|
40.9
|
|
|
43.1
|
|
|
43.5
|
|
|||
Diluted earnings per share
|
$
|
8.52
|
|
|
$
|
7.43
|
|
|
$
|
6.63
|
|
Diluted weighted average number of shares outstanding
|
41.0
|
|
|
43.3
|
|
|
43.8
|
|
|||
Dividends declared per share
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
$
|
290.8
|
|
Other comprehensive income (loss) items:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(25.2
|
)
|
|
19.0
|
|
|
(5.6
|
)
|
|||
Defined benefit plans, net
|
21.2
|
|
|
20.7
|
|
|
(23.4
|
)
|
|||
Other comprehensive (loss) income items, net of tax
|
(4.0
|
)
|
|
39.7
|
|
|
(29.0
|
)
|
|||
Comprehensive income
|
$
|
345.6
|
|
|
$
|
361.4
|
|
|
$
|
261.8
|
|
|
Year Ended August 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
$
|
290.8
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
80.3
|
|
|
74.6
|
|
|
62.6
|
|
|||
Share-based payment expense
|
32.3
|
|
|
32.0
|
|
|
27.7
|
|
|||
Loss (gain) on the sale or disposal of property, plant, and equipment
|
0.6
|
|
|
0.3
|
|
|
(0.9
|
)
|
|||
Asset impairments
|
—
|
|
|
—
|
|
|
5.1
|
|
|||
Deferred income taxes
|
(38.2
|
)
|
|
(7.7
|
)
|
|
(8.2
|
)
|
|||
Gain on sale of business
|
(5.4
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
(7.2
|
)
|
|
—
|
|
|||
Change in assets and liabilities, net of effect of acquisitions, divestitures, and exchange rate changes:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(62.8
|
)
|
|
2.7
|
|
|
(94.6
|
)
|
|||
Inventories
|
(74.4
|
)
|
|
(32.4
|
)
|
|
(24.0
|
)
|
|||
Prepayments and other current assets
|
0.7
|
|
|
6.0
|
|
|
(10.5
|
)
|
|||
Accounts payable
|
52.5
|
|
|
(4.6
|
)
|
|
65.3
|
|
|||
Other current liabilities
|
19.1
|
|
|
(63.5
|
)
|
|
60.6
|
|
|||
Other
|
(1.1
|
)
|
|
14.7
|
|
|
14.0
|
|
|||
Net cash provided by operating activities
|
353.2
|
|
|
336.6
|
|
|
387.9
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment
|
(43.6
|
)
|
|
(67.3
|
)
|
|
(83.7
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
5.5
|
|
|
2.2
|
|
|||
Acquisitions of businesses and intangible assets, net of cash acquired
|
(163.2
|
)
|
|
—
|
|
|
(623.2
|
)
|
|||
Proceeds from sale of business
|
1.1
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of investment in unconsolidated affiliate
|
—
|
|
|
13.2
|
|
|
—
|
|
|||
Other investing activities
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Net cash used for investing activities
|
(205.7
|
)
|
|
(48.8
|
)
|
|
(704.7
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings on credit facility
|
395.4
|
|
|
—
|
|
|
—
|
|
|||
Repayments of borrowings on credit facility
|
(395.4
|
)
|
|
—
|
|
|
—
|
|
|||
(Repayments) issuances of long-term debt
|
(0.4
|
)
|
|
1.0
|
|
|
2.5
|
|
|||
Repurchases of common stock
|
(298.4
|
)
|
|
(357.9
|
)
|
|
—
|
|
|||
Proceeds from stock option exercises and other
|
1.7
|
|
|
3.0
|
|
|
14.2
|
|
|||
Payments for employee taxes on net settlement of equity awards
|
(8.2
|
)
|
|
(15.2
|
)
|
|
(16.6
|
)
|
|||
Dividends paid
|
(21.4
|
)
|
|
(22.7
|
)
|
|
(22.9
|
)
|
|||
Net cash used for financing activities
|
(326.7
|
)
|
|
(391.8
|
)
|
|
(22.8
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2.8
|
)
|
|
1.9
|
|
|
(4.0
|
)
|
|||
Net change in cash and cash equivalents
|
(182.0
|
)
|
|
(102.1
|
)
|
|
(343.6
|
)
|
|||
Cash and cash equivalents at beginning of year
|
311.1
|
|
|
413.2
|
|
|
756.8
|
|
|||
Cash and cash equivalents at end of year
|
$
|
129.1
|
|
|
$
|
311.1
|
|
|
$
|
413.2
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid during the period
|
$
|
126.6
|
|
|
$
|
173.6
|
|
|
$
|
120.7
|
|
Interest paid during the period
|
$
|
36.7
|
|
|
$
|
33.6
|
|
|
$
|
32.8
|
|
|
Common Stock Outstanding
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Loss Items |
|
Treasury
Stock, at cost
|
|
Total
|
|||||||||||||
Balance, August 31, 2015
|
43.3
|
|
|
$
|
0.5
|
|
|
$
|
797.1
|
|
|
$
|
1,093.0
|
|
|
$
|
(110.4
|
)
|
|
$
|
(420.2
|
)
|
|
$
|
1,360.0
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
290.8
|
|
|
—
|
|
|
—
|
|
|
290.8
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.0
|
)
|
|
—
|
|
|
(29.0
|
)
|
||||||
Common stock issued from treasury stock for acquisition of business
|
0.1
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
10.0
|
|
||||||
Amortization, issuance, and cancellations of restricted stock grants
|
—
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
||||||
Stock options exercised
|
0.3
|
|
|
—
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
||||||
Excess tax benefits from share-based payments
|
—
|
|
|
—
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
||||||
Balance, August 31, 2016
|
43.7
|
|
|
0.5
|
|
|
856.4
|
|
|
1,360.9
|
|
|
(139.4
|
)
|
|
(418.6
|
)
|
|
1,659.8
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
321.7
|
|
|
—
|
|
|
—
|
|
|
321.7
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.7
|
|
|
—
|
|
|
39.7
|
|
||||||
Amortization, issuance, and cancellations of restricted stock grants
|
0.1
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
16.8
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||||
Repurchases of common stock
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357.9
|
)
|
|
(357.9
|
)
|
||||||
Excess tax benefits from share-based payments
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
||||||
Balance, August 31, 2017
|
41.8
|
|
|
0.5
|
|
|
881.0
|
|
|
1,659.9
|
|
|
(99.7
|
)
|
|
(776.1
|
)
|
|
1,665.6
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
349.6
|
|
|
—
|
|
|
—
|
|
|
349.6
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Reclassification of stranded tax effects of the Tax Cuts and Jobs Act
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization, issuance, and cancellations of restricted stock grants
|
0.2
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
23.7
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Repurchases of common stock
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
|
(298.4
|
)
|
||||||
Balance, August 31, 2018
|
40.0
|
|
|
$
|
0.5
|
|
|
$
|
906.3
|
|
|
$
|
1,999.2
|
|
|
$
|
(114.8
|
)
|
|
$
|
(1,074.4
|
)
|
|
$
|
1,716.8
|
|
|
August 31,
|
||||||
|
2018
|
|
2017
|
||||
Raw materials, supplies, and work in process
(1)
|
$
|
196.8
|
|
|
$
|
176.5
|
|
Finished goods
|
251.8
|
|
|
180.8
|
|
||
Inventories excluding reserves
|
448.6
|
|
|
357.3
|
|
||
Less: Reserves
|
(36.8
|
)
|
|
(28.7
|
)
|
||
Total inventories
|
$
|
411.8
|
|
|
$
|
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.
|
|
Carrying Amount
|
||
Balance as of August 31, 2016
|
$
|
947.8
|
|
Adjustments to provisional amounts
|
(56.5
|
)
|
|
Foreign currency translation adjustments
|
9.6
|
|
|
Balance as of August 31, 2017
|
900.9
|
|
|
Additions from acquired businesses
|
77.0
|
|
|
Foreign currency translation adjustments
|
(7.3
|
)
|
|
Balance as of August 31, 2018
|
$
|
970.6
|
|
|
August 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents and patented technology
|
$
|
135.8
|
|
|
$
|
(62.2
|
)
|
|
$
|
124.1
|
|
|
$
|
(51.5
|
)
|
Trademarks and trade names
|
27.2
|
|
|
(13.2
|
)
|
|
27.2
|
|
|
(12.0
|
)
|
||||
Distribution network
|
61.8
|
|
|
(42.7
|
)
|
|
61.8
|
|
|
(35.2
|
)
|
||||
Customer relationships
|
298.8
|
|
|
(51.1
|
)
|
|
240.8
|
|
|
(43.1
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
4.6
|
|
|
(4.6
|
)
|
||||
Total definite-lived intangible assets
|
$
|
523.6
|
|
|
$
|
(169.2
|
)
|
|
$
|
458.5
|
|
|
$
|
(146.4
|
)
|
Indefinite-lived trade names
|
$
|
144.3
|
|
|
|
|
|
$
|
136.7
|
|
|
|
|
|
August 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred contract costs
|
$
|
12.8
|
|
|
$
|
6.7
|
|
Net overfunded pension plans
|
1.6
|
|
|
—
|
|
||
Other
(1)
|
4.4
|
|
|
6.5
|
|
||
Total other long-term assets
|
$
|
18.8
|
|
|
$
|
13.2
|
|
(1)
|
Amounts primarily
include deferred debt issuance costs related to the Company's credit facilities and company-owned life insurance investments. The Company maintains life insurance policies on
69
former employees primarily to satisfy obligations under certain deferred compensation plans. These company-owned life insurance policies are presented net of loans that are secured by these policies. This program is frozen, and no new policies were issued in the three-year period ended
August 31, 2018
.
|
|
August 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred compensation and postretirement benefits other than pensions
(1)
|
$
|
40.0
|
|
|
$
|
39.7
|
|
Long-term warranty obligations
|
15.7
|
|
|
10.7
|
|
||
Unrecognized tax position liabilities, including interest
(2)
|
4.9
|
|
|
7.0
|
|
||
Other
(3)
|
7.3
|
|
|
6.2
|
|
||
Total other long-term liabilities
|
$
|
67.9
|
|
|
$
|
63.6
|
|
(1)
|
The Company maintains several non-qualified retirement plans for the benefit of eligible employees, primarily deferred compensation plans. The deferred compensation plans provide for elective deferrals of an eligible employee’s compensation and, in some cases, matching contributions by the Company. In addition, one plan provides for an automatic contribution by the Company of
3%
of an eligible employee’s compensation. The Company maintains life insurance policies on certain current and former officers and other key employees as a means of satisfying a portion of these obligations.
|
(2)
|
See the
Income Taxes
footnote for more information.
|
(3)
|
Amount primarily includes deferred rent and deferred revenue.
|
|
Year Ended August 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Interest expense
|
$
|
35.5
|
|
|
$
|
34.1
|
|
|
$
|
33.3
|
|
Interest income
|
(2.0
|
)
|
|
(1.6
|
)
|
|
(1.1
|
)
|
|||
Interest expense, net
|
$
|
33.5
|
|
|
$
|
32.5
|
|
|
$
|
32.2
|
|
|
Foreign Currency Items
|
|
Defined Benefit Pension Plans
|
|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance as of August 31, 2016
|
$
|
(47.7
|
)
|
|
$
|
(91.7
|
)
|
|
$
|
(139.4
|
)
|
Other comprehensive income before reclassifications
|
19.0
|
|
|
12.6
|
|
|
31.6
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
(1)
|
—
|
|
|
8.1
|
|
|
8.1
|
|
|||
Net current period other comprehensive income
|
19.0
|
|
|
20.7
|
|
|
39.7
|
|
|||
Balance at August 31, 2017
|
(28.7
|
)
|
|
(71.0
|
)
|
|
(99.7
|
)
|
|||
Other comprehensive income before reclassifications
|
(16.5
|
)
|
|
14.0
|
|
|
(2.5
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
(1)
|
(8.7
|
)
|
|
7.2
|
|
|
(1.5
|
)
|
|||
Net current period other comprehensive (loss) income
|
(25.2
|
)
|
|
21.2
|
|
|
(4.0
|
)
|
|||
Reclassification of stranded tax effects of TCJA
|
—
|
|
|
(11.1
|
)
|
|
(11.1
|
)
|
|||
Balance at August 31, 2018
|
$
|
(53.9
|
)
|
|
$
|
(60.9
|
)
|
|
$
|
(114.8
|
)
|
(1)
|
The before tax amounts of the defined benefit pension plan items are included in net periodic pension cost. See the
Pension and Defined Contribution Plans
footnote
for additional details. The reclassification of foreign currency items relates to the sale of a foreign domiciled business and is included within
Miscellaneous income, net
on the
Consolidated Statements of Comprehensive Income
.
|
|
Year Ended August 31,
|
||||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||||
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(25.2
|
)
|
|
$
|
—
|
|
|
$
|
(25.2
|
)
|
|
$
|
19.0
|
|
|
$
|
—
|
|
|
$
|
19.0
|
|
|
$
|
(5.6
|
)
|
|
$
|
—
|
|
|
$
|
(5.6
|
)
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial gains (losses)
|
18.4
|
|
|
(4.4
|
)
|
|
14.0
|
|
|
18.3
|
|
|
(5.7
|
)
|
|
12.6
|
|
|
(42.2
|
)
|
|
13.5
|
|
|
(28.7
|
)
|
|||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
3.1
|
|
|
(0.7
|
)
|
|
2.4
|
|
|
3.1
|
|
|
(0.7
|
)
|
|
2.4
|
|
|
3.1
|
|
|
(1.1
|
)
|
|
2.0
|
|
|||||||||
Actuarial losses
|
6.8
|
|
|
(2.0
|
)
|
|
4.8
|
|
|
8.9
|
|
|
(3.2
|
)
|
|
5.7
|
|
|
4.9
|
|
|
(1.6
|
)
|
|
3.3
|
|
|||||||||
Total defined benefit plans, net
|
28.3
|
|
|
(7.1
|
)
|
|
21.2
|
|
|
30.3
|
|
|
(9.6
|
)
|
|
20.7
|
|
|
(34.2
|
)
|
|
10.8
|
|
|
(23.4
|
)
|
|||||||||
Other comprehensive income (loss)
|
$
|
3.1
|
|
|
$
|
(7.1
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
49.3
|
|
|
$
|
(9.6
|
)
|
|
$
|
39.7
|
|
|
$
|
(39.8
|
)
|
|
$
|
10.8
|
|
|
$
|
(29.0
|
)
|
|
August 31, 2018
|
|
August 31, 2017
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior unsecured public notes, net of unamortized discount and deferred costs
|
$
|
349.5
|
|
|
$
|
361.7
|
|
|
$
|
349.1
|
|
|
$
|
379.7
|
|
Industrial revenue bond
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
||||
Bank loans
|
3.3
|
|
|
3.3
|
|
|
3.8
|
|
|
3.8
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||
|
August 31,
|
|
August 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
215.5
|
|
|
$
|
223.0
|
|
|
$
|
53.5
|
|
|
$
|
57.3
|
|
Service cost
|
2.7
|
|
|
3.5
|
|
|
0.2
|
|
|
0.2
|
|
||||
Interest cost
|
7.3
|
|
|
6.9
|
|
|
1.3
|
|
|
1.1
|
|
||||
Actuarial gain
|
(14.3
|
)
|
|
(10.2
|
)
|
|
(4.5
|
)
|
|
(3.2
|
)
|
||||
Benefits paid
|
(8.0
|
)
|
|
(7.7
|
)
|
|
(5.5
|
)
|
|
(1.0
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
0.5
|
|
|
(0.9
|
)
|
||||
Benefit obligation at end of year
|
203.2
|
|
|
215.5
|
|
|
45.5
|
|
|
53.5
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
136.8
|
|
|
$
|
128.8
|
|
|
$
|
34.1
|
|
|
$
|
30.3
|
|
Actual return on plan assets
|
11.3
|
|
|
12.1
|
|
|
0.9
|
|
|
4.1
|
|
||||
Employer contributions
|
9.3
|
|
|
3.6
|
|
|
1.2
|
|
|
1.0
|
|
||||
Benefits paid
|
(8.0
|
)
|
|
(7.7
|
)
|
|
(5.5
|
)
|
|
(1.0
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|
(0.3
|
)
|
||||
Fair value of plan assets at end of year
|
149.4
|
|
|
136.8
|
|
|
30.9
|
|
|
34.1
|
|
||||
Funded status at the end of year
|
$
|
(53.8
|
)
|
|
$
|
(78.7
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
(19.4
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-current assets
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(5.3
|
)
|
|
(1.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
||||
Non-current liabilities
|
(50.1
|
)
|
|
(77.5
|
)
|
|
(14.5
|
)
|
|
(19.4
|
)
|
||||
Net amount recognized in Consolidated Balance Sheets
|
$
|
(53.8
|
)
|
|
$
|
(78.7
|
)
|
|
$
|
(14.6
|
)
|
|
$
|
(19.4
|
)
|
Accumulated benefit obligation
|
$
|
202.7
|
|
|
$
|
215.3
|
|
|
$
|
45.5
|
|
|
$
|
53.5
|
|
Pre-tax amounts in accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
(4.6
|
)
|
|
$
|
(7.7
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
(58.8
|
)
|
|
(78.7
|
)
|
|
(12.9
|
)
|
|
(18.2
|
)
|
||||
Amounts in accumulated other comprehensive income
|
$
|
(63.4
|
)
|
|
$
|
(86.4
|
)
|
|
$
|
(12.9
|
)
|
|
$
|
(18.2
|
)
|
Pensions plans in which benefit obligation exceeds plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
119.2
|
|
|
$
|
215.5
|
|
|
$
|
45.5
|
|
|
$
|
53.5
|
|
Accumulated benefit obligation
|
118.7
|
|
|
215.3
|
|
|
45.5
|
|
|
53.5
|
|
||||
Plan assets
|
63.8
|
|
|
136.8
|
|
|
30.9
|
|
|
34.1
|
|
||||
Pensions plans in which plan assets exceed benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
84.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligation
|
84.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Plan assets
|
85.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
3.1
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
$
|
2.9
|
|
|
$
|
4.5
|
|
|
$
|
1.5
|
|
|
$
|
2.2
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
$
|
2.7
|
|
|
$
|
3.5
|
|
|
$
|
3.6
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
Interest cost
|
7.3
|
|
|
6.9
|
|
|
8.0
|
|
|
1.3
|
|
|
1.1
|
|
|
1.7
|
|
||||||
Expected return on plan assets
|
(10.2
|
)
|
|
(9.4
|
)
|
|
(9.2
|
)
|
|
(2.2
|
)
|
|
(1.9
|
)
|
|
(1.9
|
)
|
||||||
Amortization of prior service cost
|
3.1
|
|
|
3.1
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
4.5
|
|
|
5.3
|
|
|
3.0
|
|
|
2.3
|
|
|
3.6
|
|
|
1.9
|
|
||||||
Net periodic pension cost
|
$
|
7.4
|
|
|
$
|
9.4
|
|
|
$
|
8.5
|
|
|
$
|
1.6
|
|
|
$
|
3.0
|
|
|
$
|
1.8
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Discount rate
|
3.9
|
%
|
|
3.5
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
Rate of compensation increase
|
5.5
|
%
|
|
5.5
|
%
|
|
3.1
|
%
|
|
3.2
|
%
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Discount rate
|
3.5
|
%
|
|
3.2
|
%
|
|
4.3
|
%
|
|
2.5
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
Expected return on plan assets
|
7.5
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
Rate of compensation increase
|
5.5
|
%
|
|
5.5
|
%
|
|
5.5
|
%
|
|
3.1
|
%
|
|
3.2
|
%
|
|
2.8
|
%
|
|
% of Plan Assets
|
||||||||||
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Equity securities
|
57.5
|
%
|
|
58.1
|
%
|
|
61.9
|
%
|
|
63.9
|
%
|
Fixed income securities
|
37.8
|
%
|
|
37.2
|
%
|
|
25.5
|
%
|
|
23.2
|
%
|
Multi-strategy investments
|
—
|
%
|
|
—
|
%
|
|
12.6
|
%
|
|
8.2
|
%
|
Real estate
|
4.7
|
%
|
|
4.7
|
%
|
|
—
|
%
|
|
4.7
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic large cap equity fund
|
$
|
48.3
|
|
|
$
|
48.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity fund
|
20.8
|
|
|
20.8
|
|
|
—
|
|
|
—
|
|
||||
Collective trust: Domestic small cap equities
|
16.8
|
|
|
—
|
|
|
16.8
|
|
|
—
|
|
||||
Short-term fixed income investments
|
7.6
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
93.5
|
|
|
|
|
|
|
|
|
|
|
||||
Assets calculated at net asset value:
|
|
|
|
|
|
|
|
||||||||
Fixed-income investments
|
48.9
|
|
|
|
|
|
|
|
|||||||
Real estate fund
|
7.0
|
|
|
|
|
|
|
|
|||||||
Total assets at net asset value
|
55.9
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
$
|
149.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2017
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic large cap equity fund
|
$
|
43.4
|
|
|
$
|
43.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity fund
|
21.5
|
|
|
21.5
|
|
|
—
|
|
|
—
|
|
||||
Collective trust: Domestic small cap equities
|
14.6
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
||||
Short-term fixed income investments
|
4.7
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
84.2
|
|
|
|
|
|
|
|
|
|
|
||||
Assets calculated at net asset value:
|
|
|
|
|
|
|
|
||||||||
Fixed-income investments
|
46.2
|
|
|
|
|
|
|
|
|||||||
Real estate fund
|
6.4
|
|
|
|
|
|
|
|
|||||||
Total assets at net asset value
|
52.6
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
$
|
136.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
|
$
|
—
|
|
Short-term fixed income investments
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Multi-strategy investments
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
||||
Fixed-income investments
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
30.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2017
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
21.8
|
|
|
$
|
—
|
|
|
$
|
21.8
|
|
|
$
|
—
|
|
Short-term fixed income investments
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Multi-strategy investments
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
||||
Fixed-income investments
|
7.7
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
32.5
|
|
|
|
|
|
|
|
|||||||
Assets calculated at net asset value:
|
|
|
|
|
|
|
|
||||||||
Real estate fund
|
1.6
|
|
|
|
|
|
|
|
|||||||
Total assets at net asset value
|
1.6
|
|
|
|
|
|
|
|
|||||||
Total fair value of assets
|
$
|
34.1
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Plans
|
|
International Plans
|
||||
2019
|
$
|
12.6
|
|
|
$
|
0.8
|
|
2020
|
9.1
|
|
|
0.9
|
|
||
2021
|
9.8
|
|
|
0.9
|
|
||
2022
|
10.3
|
|
|
1.0
|
|
||
2023
|
17.3
|
|
|
1.0
|
|
||
2024-2028
|
70.8
|
|
|
5.6
|
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be shared by the remaining participating employers.
|
•
|
If a participating employer chooses to stop participating in some of its multi-employer plans, the employer may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
August 31,
|
||||||
|
2018
|
|
2017
|
||||
Senior unsecured public notes due December 2019, principal
|
$
|
350.0
|
|
|
$
|
350.0
|
|
Senior unsecured public notes due December 2019, unamortized discount and deferred costs
|
(0.5
|
)
|
|
(0.9
|
)
|
||
Industrial revenue bond due June 2021
|
4.0
|
|
|
4.0
|
|
||
Bank loans
|
3.3
|
|
|
3.8
|
|
||
Total debt outstanding, net of unamortized discount and deferred costs
|
$
|
356.8
|
|
|
$
|
356.9
|
|
|
Common Stock
|
|||||
|
Shares
|
|
Amount
|
|||
|
|
|
(At par)
|
|||
Balance at August 31, 2015
|
53.0
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.1
|
|
|
—
|
|
|
Stock options exercised
|
0.3
|
|
|
—
|
|
|
Balance at August 31, 2016
|
53.4
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.1
|
|
|
—
|
|
|
Stock options exercised
|
—
|
|
*
|
—
|
|
|
Balance at August 31, 2017
|
53.5
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.2
|
|
|
—
|
|
|
Stock options exercised
|
—
|
|
*
|
—
|
|
|
Balance at August 31, 2018
|
53.7
|
|
|
$
|
0.5
|
|
|
Year Ended August 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
$
|
290.8
|
|
Basic weighted average shares outstanding
|
40.9
|
|
|
43.1
|
|
|
43.5
|
|
|||
Common stock equivalents
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|||
Diluted weighted average shares outstanding
|
41.0
|
|
|
43.3
|
|
|
43.8
|
|
|||
Basic earnings per share
|
$
|
8.54
|
|
|
$
|
7.46
|
|
|
$
|
6.67
|
|
Diluted earnings per share
|
$
|
8.52
|
|
|
$
|
7.43
|
|
|
$
|
6.63
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value Per
Share
|
||
Outstanding at August 31, 2017
|
0.4
|
|
$
|
197.41
|
|
Granted
|
0.2
|
|
$
|
154.95
|
|
Vested
|
(0.2)
|
|
$
|
177.79
|
|
Outstanding at August 31, 2018
|
0.4
|
|
$
|
186.63
|
|
|
Outstanding
|
|
Exercisable
|
||||
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
Outstanding at August 31, 2015
|
0.5
|
|
$71.95
|
|
0.3
|
|
$51.05
|
Granted
|
0.1
|
|
$207.80
|
|
|
|
|
Exercised
|
(0.3)
|
|
$51.34
|
|
|
|
|
Outstanding at August 31, 2016
|
0.3
|
|
$129.85
|
|
0.1
|
|
$83.89
|
Granted
|
—
|
*
|
$239.76
|
|
|
|
|
Exercised
|
—
|
*
|
$139.69
|
|
|
|
|
Outstanding at August 31, 2017
|
0.3
|
|
$156.43
|
|
0.2
|
|
$106.54
|
Granted
|
—
|
*
|
$156.39
|
|
|
|
|
Exercised
|
—
|
*
|
$115.27
|
|
|
|
|
Outstanding at August 31, 2018
|
0.3
|
|
$154.69
|
|
0.2
|
|
$134.13
|
Range of option exercise prices:
|
|
|
|
|
|
|
|
$40.01 - $100.00 (average life - 4.1 years)
|
0.1
|
|
$62.25
|
|
0.1
|
|
$62.25
|
$100.01 - $160.00 (average life - 6.7 years)
|
0.1
|
|
$131.42
|
|
0.1
|
|
$120.77
|
$160.01 - $210.00 (average life - 7.2 years)
|
0.1
|
|
$207.80
|
|
—
|
*
|
$207.80
|
$210.01 - $239.76 (average life - 8.1 years)
|
—
|
*
|
$239.76
|
|
—
|
*
|
$239.76
|
|
Year Ended August 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning balance
|
$
|
22.0
|
|
|
$
|
15.5
|
|
|
$
|
9.6
|
|
Warranty and recall costs
|
32.4
|
|
|
39.8
|
|
|
25.7
|
|
|||
Payments and other deductions
|
(27.7
|
)
|
|
(33.3
|
)
|
|
(20.8
|
)
|
|||
Acquired warranty and recall liabilities
|
0.6
|
|
|
—
|
|
|
1.0
|
|
|||
Ending balance
|
$
|
27.3
|
|
|
$
|
22.0
|
|
|
$
|
15.5
|
|
|
Year Ended August 31,
|
||||||
|
2018
|
|
2017
|
||||
Severance and employee-related costs
|
$
|
5.4
|
|
|
$
|
11.2
|
|
Other restructuring costs
|
0.2
|
|
|
0.1
|
|
||
Total special charges
|
$
|
5.6
|
|
|
$
|
11.3
|
|
|
Fiscal 18 Actions
|
|
Fiscal 2017 Actions
|
|
Fiscal 2016 Actions
|
|
Total
|
||||||||
Balance as of August 31, 2017
|
$
|
—
|
|
|
$
|
11.2
|
|
|
$
|
1.4
|
|
|
$
|
12.6
|
|
Severance costs
|
10.4
|
|
|
(4.8
|
)
|
|
(0.2
|
)
|
|
5.4
|
|
||||
Payments made during the period
|
(1.2
|
)
|
|
(5.5
|
)
|
|
(1.2
|
)
|
|
(7.9
|
)
|
||||
Balance as of August 31, 2018
|
$
|
9.2
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
Year Ended August 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Provision for current federal taxes
|
$
|
88.9
|
|
|
$
|
151.2
|
|
|
$
|
139.6
|
|
Provision for current state taxes
|
16.4
|
|
|
20.4
|
|
|
17.6
|
|
|||
Provision for current foreign taxes
|
9.2
|
|
|
7.0
|
|
|
5.1
|
|
|||
Benefit for deferred taxes
|
(38.2
|
)
|
|
(7.7
|
)
|
|
(8.5
|
)
|
|||
Total provision for income taxes
|
$
|
76.3
|
|
|
$
|
170.9
|
|
|
$
|
153.8
|
|
|
Year Ended August 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Federal income tax computed at statutory rate
|
$
|
109.4
|
|
|
$
|
172.4
|
|
|
$
|
155.6
|
|
State income tax, net of federal income tax benefit
|
11.5
|
|
|
12.2
|
|
|
11.0
|
|
|||
Foreign permanent differences and rate differential
|
(2.0
|
)
|
|
(1.6
|
)
|
|
(2.0
|
)
|
|||
Discrete income tax benefits of the TCJA
|
(34.6
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
(8.0
|
)
|
|
(12.1
|
)
|
|
(10.8
|
)
|
|||
Total provision for income taxes
|
$
|
76.3
|
|
|
$
|
170.9
|
|
|
$
|
153.8
|
|
|
August 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Depreciation
|
$
|
(15.0
|
)
|
|
$
|
(20.0
|
)
|
Goodwill and intangibles
|
(151.2
|
)
|
|
(194.9
|
)
|
||
Other liabilities
|
(2.3
|
)
|
|
(4.0
|
)
|
||
Total deferred income tax liabilities
|
(168.5
|
)
|
|
(218.9
|
)
|
||
Deferred income tax assets:
|
|
|
|
|
|
||
Self-insurance
|
2.6
|
|
|
4.1
|
|
||
Pension
|
18.1
|
|
|
33.7
|
|
||
Deferred compensation
|
23.7
|
|
|
32.9
|
|
||
Net operating losses
|
6.2
|
|
|
13.7
|
|
||
Other accruals not yet deductible
|
24.9
|
|
|
33.3
|
|
||
Other assets
|
7.0
|
|
|
10.6
|
|
||
Total deferred income tax assets
|
82.5
|
|
|
128.3
|
|
||
Valuation allowance
|
(3.6
|
)
|
|
(14.2
|
)
|
||
Net deferred income tax liabilities
|
$
|
(89.6
|
)
|
|
$
|
(104.8
|
)
|
|
Year Ended August 31,
|
||||||
|
2018
|
|
2017
|
||||
Unrecognized tax benefits balance at beginning of year
|
$
|
6.0
|
|
|
$
|
5.2
|
|
Additions based on tax positions related to the current year
|
0.6
|
|
|
1.2
|
|
||
Additions for tax positions of prior years
|
1.0
|
|
|
0.4
|
|
||
Reductions due to settlements
|
(2.2
|
)
|
|
—
|
|
||
Reductions due to lapse of statute of limitations
|
(1.0
|
)
|
|
(0.8
|
)
|
||
Unrecognized tax benefits balance at end of year
|
$
|
4.4
|
|
|
$
|
6.0
|
|
|
Year Ended August 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
(1)
:
|
|
|
|
|
|
|
|
|
|||
Domestic
(2)
|
$
|
3,292.6
|
|
|
$
|
3,123.1
|
|
|
$
|
2,928.3
|
|
International
|
387.5
|
|
|
382.0
|
|
|
363.0
|
|
|||
Total
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
|
$
|
3,291.3
|
|
Operating profit:
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
414.2
|
|
|
$
|
497.5
|
|
|
$
|
457.6
|
|
International
|
40.4
|
|
|
21.3
|
|
|
17.6
|
|
|||
Total
|
$
|
454.6
|
|
|
$
|
518.8
|
|
|
$
|
475.2
|
|
Income before provision for income taxes:
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
386.4
|
|
|
$
|
478.5
|
|
|
$
|
430.8
|
|
International
|
39.5
|
|
|
14.1
|
|
|
13.8
|
|
|||
Total
|
$
|
425.9
|
|
|
$
|
492.6
|
|
|
$
|
444.6
|
|
Long-lived assets
(3)
:
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
256.4
|
|
|
$
|
252.8
|
|
|
$
|
254.5
|
|
International
|
52.0
|
|
|
51.5
|
|
|
41.4
|
|
|||
Total
|
$
|
308.4
|
|
|
$
|
304.3
|
|
|
$
|
295.9
|
|
(1)
|
Net sales are attributed to each country based on the selling location.
|
(2)
|
Domestic amounts include amounts for U.S. based operations.
|
(3)
|
Long-lived assets include net property, plant, and equipment, long-term deferred income tax assets, and other long-term assets as reflected in the
Consolidated Balance Sheets
.
|
|
At August 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
80.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48.6
|
|
|
$
|
—
|
|
|
$
|
129.1
|
|
Accounts receivable, net
|
—
|
|
|
560.7
|
|
|
—
|
|
|
77.2
|
|
|
—
|
|
|
637.9
|
|
||||||
Inventories
|
—
|
|
|
386.6
|
|
|
—
|
|
|
25.2
|
|
|
—
|
|
|
411.8
|
|
||||||
Other current assets
|
2.3
|
|
|
18.6
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
32.3
|
|
||||||
Total current assets
|
82.8
|
|
|
965.9
|
|
|
—
|
|
|
162.4
|
|
|
—
|
|
|
1,211.1
|
|
||||||
Property, plant, and equipment, net
|
0.2
|
|
|
226.8
|
|
|
—
|
|
|
59.7
|
|
|
—
|
|
|
286.7
|
|
||||||
Goodwill
|
—
|
|
|
746.5
|
|
|
2.7
|
|
|
221.4
|
|
|
—
|
|
|
970.6
|
|
||||||
Intangible assets, net
|
—
|
|
|
286.6
|
|
|
106.5
|
|
|
105.6
|
|
|
—
|
|
|
498.7
|
|
||||||
Deferred income taxes
|
36.4
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
(39.7
|
)
|
|
2.9
|
|
||||||
Other long-term assets
|
1.2
|
|
|
15.6
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
18.8
|
|
||||||
Investments in and amounts due from affiliates
|
1,707.0
|
|
|
370.6
|
|
|
279.5
|
|
|
—
|
|
|
(2,357.1
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,827.6
|
|
|
$
|
2,612.0
|
|
|
$
|
388.7
|
|
|
$
|
557.3
|
|
|
$
|
(2,396.8
|
)
|
|
$
|
2,988.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.3
|
|
|
$
|
420.7
|
|
|
$
|
—
|
|
|
$
|
30.1
|
|
|
$
|
—
|
|
|
$
|
451.1
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Accrued liabilities
|
18.8
|
|
|
170.1
|
|
|
—
|
|
|
42.3
|
|
|
—
|
|
|
231.2
|
|
||||||
Total current liabilities
|
19.1
|
|
|
590.8
|
|
|
—
|
|
|
72.8
|
|
|
—
|
|
|
682.7
|
|
||||||
Long-term debt
|
—
|
|
|
353.5
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
356.4
|
|
||||||
Deferred income taxes
|
—
|
|
|
106.5
|
|
|
—
|
|
|
25.7
|
|
|
(39.7
|
)
|
|
92.5
|
|
||||||
Other long-term liabilities
|
91.7
|
|
|
34.0
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
140.4
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
138.8
|
|
|
(138.8
|
)
|
|
—
|
|
||||||
Total stockholders’ equity
|
1,716.8
|
|
|
1,527.2
|
|
|
388.7
|
|
|
302.4
|
|
|
(2,218.3
|
)
|
|
1,716.8
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,827.6
|
|
|
$
|
2,612.0
|
|
|
$
|
388.7
|
|
|
$
|
557.3
|
|
|
$
|
(2,396.8
|
)
|
|
$
|
2,988.8
|
|
|
At 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
|
|
||||||
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
|
|
|
Year Ended August 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
3,275.7
|
|
|
$
|
—
|
|
|
$
|
404.4
|
|
|
$
|
—
|
|
|
$
|
3,680.1
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
53.6
|
|
|
211.2
|
|
|
(264.8
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
3,275.7
|
|
|
53.6
|
|
|
615.6
|
|
|
(264.8
|
)
|
|
3,680.1
|
|
||||||
Cost of products sold
|
—
|
|
|
1,949.7
|
|
|
—
|
|
|
442.2
|
|
|
(198.6
|
)
|
|
2,193.3
|
|
||||||
Gross profit
|
—
|
|
|
1,326.0
|
|
|
53.6
|
|
|
173.4
|
|
|
(66.2
|
)
|
|
1,486.8
|
|
||||||
Selling, distribution, and administrative expenses
|
47.4
|
|
|
884.5
|
|
|
3.2
|
|
|
157.6
|
|
|
(66.1
|
)
|
|
1,026.6
|
|
||||||
Intercompany charges
|
(59.2
|
)
|
|
49.5
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
||||||
Special charge
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||||
Operating profit
|
11.8
|
|
|
386.4
|
|
|
50.4
|
|
|
6.1
|
|
|
(0.1
|
)
|
|
454.6
|
|
||||||
Interest expense, net
|
11.1
|
|
|
16.9
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
33.5
|
|
||||||
Equity earnings in subsidiaries
|
(344.3
|
)
|
|
(18.5
|
)
|
|
—
|
|
|
0.2
|
|
|
362.6
|
|
|
—
|
|
||||||
Miscellaneous income, net
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(4.6
|
)
|
|
—
|
|
|
(4.8
|
)
|
||||||
Income before income taxes
|
345.0
|
|
|
388.2
|
|
|
50.4
|
|
|
5.0
|
|
|
(362.7
|
)
|
|
425.9
|
|
||||||
Income tax (benefit) expense
|
(4.6
|
)
|
|
72.0
|
|
|
8.5
|
|
|
0.4
|
|
|
—
|
|
|
76.3
|
|
||||||
Net income
|
349.6
|
|
|
316.2
|
|
|
41.9
|
|
|
4.6
|
|
|
(362.7
|
)
|
|
349.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(25.2
|
)
|
|
(25.2
|
)
|
|
—
|
|
|
—
|
|
|
25.2
|
|
|
(25.2
|
)
|
||||||
Defined benefit pension plans, net
|
21.2
|
|
|
16.9
|
|
|
—
|
|
|
4.3
|
|
|
(21.2
|
)
|
|
21.2
|
|
||||||
Other comprehensive (loss) income items, net of tax
|
(4.0
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
4.3
|
|
|
4.0
|
|
|
(4.0
|
)
|
||||||
Comprehensive income
|
$
|
345.6
|
|
|
$
|
307.9
|
|
|
$
|
41.9
|
|
|
$
|
8.9
|
|
|
$
|
(358.7
|
)
|
|
$
|
345.6
|
|
|
Year Ended August 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
3,105.2
|
|
|
$
|
—
|
|
|
$
|
399.9
|
|
|
$
|
—
|
|
|
$
|
3,505.1
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
49.4
|
|
|
179.2
|
|
|
(228.6
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
3,105.2
|
|
|
49.4
|
|
|
579.1
|
|
|
(228.6
|
)
|
|
3,505.1
|
|
||||||
Cost of products sold
|
—
|
|
|
1,764.5
|
|
|
—
|
|
|
432.8
|
|
|
(173.4
|
)
|
|
2,023.9
|
|
||||||
Gross profit
|
—
|
|
|
1,340.7
|
|
|
49.4
|
|
|
146.3
|
|
|
(55.2
|
)
|
|
1,481.2
|
|
||||||
Selling, distribution, and administrative expenses
|
45.0
|
|
|
824.8
|
|
|
3.6
|
|
|
132.8
|
|
|
(55.1
|
)
|
|
951.1
|
|
||||||
Intercompany charges
|
(56.9
|
)
|
|
47.7
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
||||||
Special charge
|
—
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
||||||
Operating profit
|
11.9
|
|
|
456.9
|
|
|
45.8
|
|
|
4.3
|
|
|
(0.1
|
)
|
|
518.8
|
|
||||||
Interest expense, net
|
11.0
|
|
|
16.1
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
32.5
|
|
||||||
Equity earnings in subsidiaries
|
(320.9
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
0.2
|
|
|
328.4
|
|
|
—
|
|
||||||
Miscellaneous (income) expense, net
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
1.7
|
|
|
—
|
|
|
(6.3
|
)
|
||||||
Income (loss) before income taxes
|
321.8
|
|
|
456.5
|
|
|
45.8
|
|
|
(3.0
|
)
|
|
(328.5
|
)
|
|
492.6
|
|
||||||
Income tax expense (benefit)
|
0.1
|
|
|
158.0
|
|
|
15.7
|
|
|
(2.9
|
)
|
|
—
|
|
|
170.9
|
|
||||||
Net income (loss)
|
321.7
|
|
|
298.5
|
|
|
30.1
|
|
|
(0.1
|
)
|
|
(328.5
|
)
|
|
321.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
19.0
|
|
|
19.0
|
|
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|
19.0
|
|
||||||
Defined benefit pension plans, net
|
20.7
|
|
|
11.8
|
|
|
—
|
|
|
7.5
|
|
|
(19.3
|
)
|
|
20.7
|
|
||||||
Other comprehensive income items, net of tax
|
39.7
|
|
|
30.8
|
|
|
—
|
|
|
7.5
|
|
|
(38.3
|
)
|
|
39.7
|
|
||||||
Comprehensive income
|
$
|
361.4
|
|
|
$
|
329.3
|
|
|
$
|
30.1
|
|
|
$
|
7.4
|
|
|
$
|
(366.8
|
)
|
|
$
|
361.4
|
|
|
Year Ended August 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
2,919.7
|
|
|
$
|
—
|
|
|
$
|
371.6
|
|
|
$
|
—
|
|
|
$
|
3,291.3
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
47.4
|
|
|
131.2
|
|
|
(178.6
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
2,919.7
|
|
|
47.4
|
|
|
502.8
|
|
|
(178.6
|
)
|
|
3,291.3
|
|
||||||
Cost of products sold
|
—
|
|
|
1,602.2
|
|
|
—
|
|
|
379.3
|
|
|
(126.4
|
)
|
|
1,855.1
|
|
||||||
Gross profit
|
—
|
|
|
1,317.5
|
|
|
47.4
|
|
|
123.5
|
|
|
(52.2
|
)
|
|
1,436.2
|
|
||||||
Selling, distribution, and administrative expenses
|
47.2
|
|
|
834.6
|
|
|
3.8
|
|
|
112.6
|
|
|
(52.2
|
)
|
|
946.0
|
|
||||||
Intercompany charges
|
(59.5
|
)
|
|
50.4
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
||||||
Special charge
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
||||||
Operating profit
|
12.3
|
|
|
417.5
|
|
|
43.6
|
|
|
1.8
|
|
|
—
|
|
|
475.2
|
|
||||||
Interest expense, net
|
10.5
|
|
|
16.1
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
32.2
|
|
||||||
Equity earnings in subsidiaries
|
(289.2
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
0.2
|
|
|
292.2
|
|
|
—
|
|
||||||
Miscellaneous income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||||
Income (loss) before income taxes
|
291.0
|
|
|
404.6
|
|
|
43.6
|
|
|
(2.4
|
)
|
|
(292.2
|
)
|
|
444.6
|
|
||||||
Income tax expense
|
0.2
|
|
|
137.7
|
|
|
15.6
|
|
|
0.3
|
|
|
—
|
|
|
153.8
|
|
||||||
Net income (loss)
|
290.8
|
|
|
266.9
|
|
|
28.0
|
|
|
(2.7
|
)
|
|
(292.2
|
)
|
|
290.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(5.6
|
)
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
(5.6
|
)
|
||||||
Defined benefit pension plans, net
|
(23.4
|
)
|
|
(11.4
|
)
|
|
—
|
|
|
(9.5
|
)
|
|
20.9
|
|
|
(23.4
|
)
|
||||||
Other comprehensive loss items, net of tax
|
(29.0
|
)
|
|
(17.0
|
)
|
|
—
|
|
|
(9.5
|
)
|
|
26.5
|
|
|
(29.0
|
)
|
||||||
Comprehensive income (loss)
|
$
|
261.8
|
|
|
$
|
249.9
|
|
|
$
|
28.0
|
|
|
$
|
(12.2
|
)
|
|
$
|
(265.7
|
)
|
|
$
|
261.8
|
|
|
Year Ended August 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
323.8
|
|
|
$
|
30.2
|
|
|
$
|
—
|
|
|
$
|
36.0
|
|
|
$
|
(36.8
|
)
|
|
$
|
353.2
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(31.4
|
)
|
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
(43.6
|
)
|
||||||
Investments in subsidiaries
|
(154.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154.7
|
|
|
—
|
|
||||||
Acquisitions of businesses and intangible assets
|
—
|
|
|
(136.3
|
)
|
|
—
|
|
|
(26.9
|
)
|
|
—
|
|
|
(163.2
|
)
|
||||||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Net cash used for investing activities
|
(154.7
|
)
|
|
(167.7
|
)
|
|
—
|
|
|
(38.0
|
)
|
|
154.7
|
|
|
(205.7
|
)
|
||||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Borrowings on credit facility
|
—
|
|
|
395.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395.4
|
|
||||||
Repayments of borrowings on credit facility
|
—
|
|
|
(395.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395.4
|
)
|
||||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
Proceeds from stock option exercises and other
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
Repurchases of common stock
|
(298.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
||||||
Payments for employee taxes on net settlement of equity awards
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.8
|
)
|
|
36.8
|
|
|
—
|
|
||||||
Intercompany capital
|
—
|
|
|
136.6
|
|
|
—
|
|
|
18.1
|
|
|
(154.7
|
)
|
|
—
|
|
||||||
Dividends paid
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||||
Net cash (used for) provided by financing activities
|
(326.3
|
)
|
|
136.6
|
|
|
—
|
|
|
(19.1
|
)
|
|
(117.9
|
)
|
|
(326.7
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
0.9
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(2.8
|
)
|
||||||
Net change in cash and cash equivalents
|
(157.2
|
)
|
|
—
|
|
|
—
|
|
|
(24.8
|
)
|
|
—
|
|
|
(182.0
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
237.7
|
|
|
—
|
|
|
—
|
|
|
73.4
|
|
|
—
|
|
|
311.1
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
80.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48.6
|
|
|
$
|
—
|
|
|
$
|
129.1
|
|
|
Year Ended August 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
262.3
|
|
|
$
|
41.4
|
|
|
$
|
—
|
|
|
$
|
32.9
|
|
|
$
|
—
|
|
|
$
|
336.6
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(53.1
|
)
|
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
(67.3
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
0.2
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
5.5
|
|
||||||
Proceeds from sale of investment in unconsolidated affiliate
|
—
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
||||||
Other investing activities
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Net cash used for investing activities
|
—
|
|
|
(39.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
(48.8
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||
Proceeds from stock option exercises and other
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||||
Repurchases of common stock
|
(357.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357.9
|
)
|
||||||
Payments for employee taxes on net settlement of equity awards
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
||||||
Dividends paid
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
||||||
Net cash (used for) provided by financing activities
|
(392.8
|
)
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
(391.8
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
1.9
|
|
||||||
Net change in cash and cash equivalents
|
(130.5
|
)
|
|
—
|
|
|
—
|
|
|
28.4
|
|
|
—
|
|
|
(102.1
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
368.2
|
|
|
—
|
|
|
—
|
|
|
45.0
|
|
|
—
|
|
|
413.2
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
237.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73.4
|
|
|
$
|
—
|
|
|
$
|
311.1
|
|
|
Year Ended August 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
319.2
|
|
|
$
|
54.8
|
|
|
$
|
—
|
|
|
$
|
13.9
|
|
|
$
|
—
|
|
|
$
|
387.9
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(67.1
|
)
|
|
—
|
|
|
(16.6
|
)
|
|
—
|
|
|
(83.7
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.2
|
|
||||||
Investments in subsidiaries
|
(405.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405.6
|
|
|
—
|
|
||||||
Acquisitions of businesses and intangible assets
|
—
|
|
|
(393.9
|
)
|
|
—
|
|
|
(229.3
|
)
|
|
—
|
|
|
(623.2
|
)
|
||||||
Net cash used for investing activities
|
(405.6
|
)
|
|
(460.8
|
)
|
|
—
|
|
|
(243.9
|
)
|
|
405.6
|
|
|
(704.7
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
||||||
Proceeds from stock option exercises and other
|
14.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.2
|
|
||||||
Payments for employee taxes on net settlement of equity awards
|
(16.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.6
|
)
|
||||||
Intercompany capital
|
—
|
|
|
405.6
|
|
|
—
|
|
|
—
|
|
|
(405.6
|
)
|
|
—
|
|
||||||
Dividends paid
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
||||||
Net cash provided by financing activities
|
(25.3
|
)
|
|
405.6
|
|
|
—
|
|
|
2.5
|
|
|
(405.6
|
)
|
|
(22.8
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
0.4
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Net change in cash and cash equivalents
|
(111.7
|
)
|
|
—
|
|
|
—
|
|
|
(231.9
|
)
|
|
—
|
|
|
(343.6
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
479.9
|
|
|
—
|
|
|
—
|
|
|
276.9
|
|
|
—
|
|
|
756.8
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
368.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45.0
|
|
|
$
|
—
|
|
|
$
|
413.2
|
|
|
Fiscal Year 2018
|
||||||||||||||
(In millions)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net sales
|
$
|
842.8
|
|
|
$
|
832.1
|
|
|
$
|
944.0
|
|
|
$
|
1,061.2
|
|
Gross profit
|
$
|
350.2
|
|
|
$
|
334.9
|
|
|
$
|
389.4
|
|
|
$
|
412.3
|
|
Net income
|
$
|
71.5
|
|
|
$
|
96.9
|
|
|
$
|
73.0
|
|
|
$
|
108.2
|
|
Basic earnings per share
|
$
|
1.71
|
|
|
$
|
2.34
|
|
|
$
|
1.81
|
|
|
$
|
2.71
|
|
Diluted earnings per share
|
$
|
1.70
|
|
|
$
|
2.33
|
|
|
$
|
1.80
|
|
|
$
|
2.70
|
|
|
Fiscal Year 2017
|
||||||||||||||
(In millions)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net sales
|
$
|
851.2
|
|
|
$
|
804.7
|
|
|
$
|
891.6
|
|
|
$
|
957.6
|
|
Gross profit
|
$
|
359.6
|
|
|
$
|
335.8
|
|
|
$
|
378.9
|
|
|
$
|
406.9
|
|
Net income
|
$
|
81.7
|
|
|
$
|
67.3
|
|
|
$
|
82.2
|
|
|
$
|
90.5
|
|
Basic earnings per share
|
$
|
1.87
|
|
|
$
|
1.54
|
|
|
$
|
1.91
|
|
|
$
|
2.16
|
|
Diluted earnings per share
|
$
|
1.86
|
|
|
$
|
1.53
|
|
|
$
|
1.90
|
|
|
$
|
2.15
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9a.
|
Controls and Procedures
|
Item 9b.
|
Other Information
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
||
|
||
|
||
|
||
|
||
|
||
(2)
|
Financial Statement Schedules:
|
|
|
||
|
Any of Schedules I through V not listed above have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto
|
|
(3)
|
Exhibits filed with this report (begins on next page):
|
|
|
Copies of exhibits will be furnished to stockholders upon request at a nominal fee. Requests should be sent to Acuity Brands, Inc., Investor Relations Department, 1170 Peachtree Street, N.E., Suite 2300, Atlanta, Georgia 30309-7676
|
|
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 4
|
(a)
|
|
Reference is made to Exhibit 4.1 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(b)
|
|
Reference is made to Exhibit 4.1 of registrant’s Form 8-K as filed with the Commission on December 9, 2009, which is incorporated herein by reference.
|
|
|
(c)
|
|
Reference is made to Exhibit 4.2 of registrant’s Form 8-K as filed with the Commission on December 9, 2009, which is incorporated herein by reference.
|
|
EXHIBIT 10(i)
|
(1)
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 10-Q as filed with the Commission on July 3, 2018, which is incorporated herein by reference.
|
EXHIBIT 10(iii)A
|
|
Management Contracts and Compensatory Arrangements:
|
|
|
|
(1)
|
|
Reference is made to Exhibit 10.6 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(2)
|
|
Reference is made to Exhibit 10(iii)A(3) of registrant’s Form 10-Q as filed with the Commission on January 14, 2002, which is incorporated herein by reference.
|
|
|
(3)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on October 27, 2006, which is incorporated herein by reference.
|
|
|
(4)
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on January 4, 2007, which is incorporated herein by reference.
|
|
|
(5)
|
|
Reference is made to Exhibit 10(iii)A(3) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
|
(6)
|
|
Reference is made to Exhibit 10.14 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(7)
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on January 14, 2003, which is incorporated by reference.
|
|
|
(8)
|
|
Reference is made to Exhibit 10(iii)A(8) of the registrant’s Form 10-Q as filed with the Commission on July 14, 2003, which is incorporated by reference.
|
|
|
(9)
|
|
Reference is made to Exhibit 10(iii)A(36) of the registrant’s Form 10-K as filed with the Commission on October 29, 2004, which is incorporated by reference.
|
|
|
(10)
|
|
Reference is made to Exhibit 99.2 of registrant’s Form 8-K filed with the Commission on July 6, 2006, which is incorporated herein by reference.
|
|
|
(11)
|
|
Reference is made to Exhibit 10(iii)A(6) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
|
(12)
|
|
Reference is made to Exhibit 10 (c) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
|
(13)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on July 6, 2006, which is incorporated herein by reference.
|
|
|
(14)
|
|
Reference is made to Exhibit 10(iii)A(86) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.
|
|
|
(15)
|
|
Reference is made to Exhibit 10(iii)A(68) of the registrant's Form 10-K as filed with the Commission on October 26, 2012, which is incorporated herein by reference.
|
|
(16)
|
|
Reference is made to Exhibit 10.16 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(17)
|
|
Reference is made to Exhibit 10(iii)A(5) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
|
(18)
|
|
Reference is made to Exhibit 10.18 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(19)
|
|
Reference is made to Exhibit 10.19 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(20)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant’s Form 10-Q as filed with the Commission on April 14, 2003, which is incorporated by reference.
|
|
|
(21)
|
|
Reference is made to Exhibit 10.21 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(22)
|
|
Reference is made to Exhibit 10.25 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(23)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant’s Form 10-Q as filed with the Commission on July 1, 2015, which is incorporated by reference.
|
|
|
(24)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(25)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on April 27, 2006, which is incorporated herein by reference.
|
|
|
(26)
|
|
Reference is made to Exhibit 10(iii)A(4) of the registrant’s Form 10-Q as filed with the Commission on July 14, 2003, which is incorporated by reference.
|
|
|
(27)
|
|
Reference is made to Exhibit 10(III)A(1) of the registrant’s Form 10-Q as filed with the Commission on July 6, 2004, which is incorporated by reference.
|
|
|
(28)
|
|
Reference is made to Exhibit 10(III)A(2) of the registrant’s Form 10-Q as filed with the Commission on July 6, 2004, which is incorporated by reference.
|
|
|
(29)
|
|
Reference is made to Exhibit 99.3 of registrant’s Form 8-K filed with the Commission on April 27, 2006, which is incorporated herein by reference.
|
|
|
(30)
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on April 4, 2007, which is incorporated herein by reference.
|
|
(31)
|
|
Reference is made to Exhibit 10(iii)A(78) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
|
(32)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(33)
|
|
Reference is made to Exhibit 10(III)A(3) of the registrant’s Form 10-Q filed with the Commission on January 6, 2005 incorporated by reference.
|
|
|
(34)
|
|
Reference is made to Exhibit 10(III)A(4) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.
|
|
|
(35)
|
|
Reference is made to Exhibit 10(III)A(5) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.
|
|
|
(36)
|
|
Reference is made to Exhibit 10(III)A(1) of the registrant’s Form 10-Q as filed with the Commission on April 4, 2005, which is incorporated by reference.
|
|
|
(37)
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K filed with the Commission on November 18, 2005, which is incorporated herein by reference.
|
|
|
(38)
|
|
Reference is made to Exhibit 10(iii)A(81) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
|
(39)
|
|
Reference is made to Exhibit 10 (f) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
|
(40)
|
|
Reference is made to Exhibit 10(iii)A(4) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(41)
|
|
Reference is made to Exhibit 10(iii)A(46) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
|
(42)
|
|
Reference is made to Exhibit 10(iii)A(43) of the registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.
|
|
|
(43)
|
|
Reference is made to Exhibit 10(iii)A(44) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(44)
|
|
Reference is made to Exhibit 10(iii)A(45) of the registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
|
|
|
(45)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on December 2, 2005, which is incorporated herein by reference.
|
|
(46)
|
|
Reference is made to Exhibit A of the registrant’s Proxy Statement as filed with the Commission on November 16, 2007, which is incorporated herein by reference.
|
|
|
(47)
|
|
Reference is made to Exhibit 99.1 of the registrant’s Form 8-K as filed with the Commission on January 4, 2008, which is incorporated herein by reference.
|
|
|
(48)
|
|
Reference is made to Exhibit 10 (i) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
|
(49)
|
|
Reference is made to Exhibit 10 (j) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
|
(50)
|
|
Reference is made to Exhibit 10 (f) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
|
(51)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on January 9, 2015.
|
|
|
(52)
|
|
Reference is made to Exhibit 10(iii)A(79) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
|
(53)
|
|
Reference is made to Exhibit 10 (d) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
|
(54)
|
|
Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(55)
|
|
Reference is made to Exhibit 10(iii)A(58) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
|
(56)
|
|
Reference is made to Exhibit 10(iii)A(57) of the registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.
|
|
|
(57)
|
|
Reference is made to Exhibit 10(iii)A(59) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(58)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(59)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on January 9, 2015.
|
|
|
(60)
|
|
Reference is made to Exhibit 10(iii)A(84) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
|
(61)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(62)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(63)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(64)
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K as filed with the Commission on February 9, 2010, which is incorporated herein by reference.
|
|
|
(65)
|
|
Reference is made to Exhibit A of the
registrant’s Proxy Statement as filed with the Commission on November 19, 2012, which is incorporated herein by reference. |
|
|
(66)
|
|
Reference is made to Exhibit B of the
registrant’s Proxy Statement as filed with the Commission on November 19, 2012, which is incorporated herein by reference. |
|
|
(67)
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 29, 2013, which is incorporated herein by reference.
|
|
|
(68)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(69)
|
|
Reference is made to Exhibit 10(iii)A(65) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
|
(70)
|
|
Reference is made to Exhibit 10(iii)A(66) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
|
(71)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 6, 2016, which is incorporated herein by reference.
|
|
|
(72)
|
|
Reference is made to Exhibit 10(iii)A(70) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(73)
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
|
|
|
(74)
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(75)
|
|
Reference is made to Exhibit 10(iii)A(73) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(76)
|
|
|
Reference is made to Annex A of the registrant’s Proxy Statement as filed with the Commission on November 21, 2017, which is incorporated herein by reference.
|
|
(77)
|
|
Reference is made to Annex B of the registrant’s Proxy Statement as filed with the Commission on November 21,2017, which is incorporated herein by reference.
|
|
|
(78)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
|
(79)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
|
(80)
|
|
Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
EXHIBIT 21
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 23
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 24
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 31
|
(a)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(b)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 32
|
(a)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(b)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 101
|
|
The following financial information from the Company's Annual Report on Form 10-K for the year ended August 31, 2018, filed on October 25, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of August 31, 2018 and 2017, (ii) the Consolidated Statements of Comprehensive Income for the years ended August 31, 2018, 2017, and 2016, (iii) the Consolidated Statements of Cash Flows for the years ended August 31, 2018, 2017, and 2016, (iv) the Consolidated Statements of Stockholders' Equity for the years ended August 31, 2018, 2017, and 2016 and (v) the Notes to Consolidated Financial Statements.
|
|
Filed with the Commission as part of this Form 10-K.
|
Item 16.
|
Exhibits and Financial Statement Schedules
|
Date:
|
October 25, 2018
|
|
By:
|
/S/ VERNON J. NAGEL
|
|
|
|
|
Vernon J. Nagel
Chairman, President, and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ VERNON J. NAGEL
|
|
Chairman, President, and Chief Executive Officer
|
|
October 25, 2018
|
|
Vernon J. Nagel
|
|
|
|
||
|
|
|
|
|
|
/s/ RICHARD K. REECE
|
|
Executive Vice President and Chief Financial Officer (Principle Financial and Accounting Officer)
|
|
October 25, 2018
|
|
Richard K. Reece
|
|
|
|
||
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
W. Patrick Battle
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
Peter C. Browning
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
G. Douglas Dillard, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
James H. Hance, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
Robert F. McCullough
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
Julia B. North
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
Dominic J. Pileggi
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
Ray M. Robinson
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
Norman H. Wesley
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 25, 2018
|
|
Mary A. Winston
|
|
|
|
|
|
|
|
|
|
|
|
*BY:
|
/s/ RICHARD K. REECE
|
|
Attorney-in-Fact
|
|
October 25, 2018
|
|
Richard K. Reece
|
|
|
|
|
|
Balance at
|
|
Additions and Reductions Charged to
|
|
|
|
|
|||||||||
|
Beginning of
Year
|
|
Costs and
Expenses
|
|
Other
Accounts
|
|
Deductions
|
|
Balance at
End of Year
|
|||||||
Year Ended August 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
1.9
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
0.1
|
|
|
$
|
1.3
|
|
Reserve for estimated product returns, net
|
$
|
13.6
|
|
|
79.4
|
|
|
—
|
|
|
78.4
|
|
|
$
|
14.6
|
|
Reserve for estimated cash discounts
|
$
|
4.1
|
|
|
28.3
|
|
|
—
|
|
|
27.8
|
|
|
$
|
4.6
|
|
Reserve for estimated other deductions
|
$
|
3.6
|
|
|
25.7
|
|
|
—
|
|
|
25.1
|
|
|
$
|
4.2
|
|
Deferred tax asset valuation allowance
|
$
|
14.2
|
|
|
0.2
|
|
|
(6.7
|
)
|
|
4.1
|
|
|
$
|
3.6
|
|
Year Ended August 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
1.7
|
|
|
0.3
|
|
|
0.1
|
|
|
0.2
|
|
|
$
|
1.9
|
|
Reserve for estimated product returns, net
|
$
|
10.9
|
|
|
84.7
|
|
|
—
|
|
|
82.0
|
|
|
$
|
13.6
|
|
Reserve for estimated cash discounts
|
$
|
4.7
|
|
|
29.0
|
|
|
—
|
|
|
29.6
|
|
|
$
|
4.1
|
|
Reserve for estimated other deductions
|
$
|
1.7
|
|
|
20.5
|
|
|
—
|
|
|
18.6
|
|
|
$
|
3.6
|
|
Deferred tax asset valuation allowance
|
$
|
16.4
|
|
|
1.5
|
|
|
(0.6
|
)
|
|
3.1
|
|
|
$
|
14.2
|
|
Year Ended August 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
1.3
|
|
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
|
$
|
1.7
|
|
Reserve for estimated product returns, net
|
$
|
6.2
|
|
|
62.6
|
|
|
0.9
|
|
|
58.8
|
|
|
$
|
10.9
|
|
Reserve for estimated cash discounts
|
$
|
3.0
|
|
|
32.0
|
|
|
0.9
|
|
|
31.2
|
|
|
$
|
4.7
|
|
Reserve for estimated other deductions
|
$
|
1.3
|
|
|
11.9
|
|
|
—
|
|
|
11.5
|
|
|
$
|
1.7
|
|
Deferred tax asset valuation allowance
|
$
|
15.0
|
|
|
(0.2
|
)
|
|
1.6
|
|
|
—
|
|
|
$
|
16.4
|
|
(a)
|
Request for Payment. If a Participant, regardless of pay status, suffers an Unforeseeable Emergency, he or she may submit a written request to the Administrator for payment of his or her vested Standard and/or Incremental Accrued Benefit.
|
(b)
|
No Payment If Other Relief Available. The Administrator will evaluate the Participant's request for payment due to an Unforeseeable Emergency taking into account the Participant's circumstances and the requirements of Section 409A of the Code. In no event will payments be made pursuant to this Section 3.11 to the extent that the Participant's hardship can be relieved: (a) through reimbursement or compensation by insurance or otherwise; or (b) by liquidation of the Participant's assets, to the extent that liquidation of the Participant's assets would not itself cause severe financial hardship.
|
(c)
|
Limitation on Payment Amount. The amount of any payment made on account of an Unforeseeable Emergency shall not exceed the amount reasonably necessary to satisfy the Participant's financial need, including amounts necessary to pay any Federal, state
|
(d)
|
Timing of Payment. Payments shall be made from a Participant's Standard and/or Incremental Accrued Benefit as soon as practicable and in any event within thirty (30) days following the Administrator's determination that an Unforeseeable Emergency has occurred and authorization of payment from the Participant's Standard and/or Incremental Accrued Benefit.
|
ACUITY BRANDS, INC.
|
|
By:
|
/s/ Vernon J. Nagel
|
|
Vernon J. Nagel
|
|
Chairman, President and
Chief Executive Officer
|
(a)
|
Released Claims:
Employee irrevocably and unconditionally fully and finally releases, acquits and forever discharges all the claims described herein that he/she may now have against the Released Parties listed in Section 2(b), below, except that he/she is not releasing any claim that relates to: (1) his/her right to enforce this Agreement; (2) any rights or claims that arise after the execution of this Agreement; or (3) any rights or claims that he/she cannot lawfully release. Subject only to the exceptions just noted, Employee is releasing any and all claims, demands, actions, causes of action, liabilities, debts, losses, costs, expenses, or proceedings of every kind and nature, whether direct, contingent, or otherwise, known or unknown, past, present, or future, suspected or unsuspected, accrued or unaccrued, whether in law, equity, or otherwise, and whether in contract, warranty, tort, strict liability, or otherwise, which he/she now has, may have had at any time in the past, or may have at any time in the future arising or resulting from, or in any matter incidental to, any and every matter, thing, or event occurring or failing to occur at any time in the past up to and including the date of this agreement. Employee understands that the claims he/she is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), such as, but not limited to, the following:
|
(b)
|
Released Parties:
The Released party/parties is/are Acuity Brands Lighting, Inc., all current, future and former parents, subsidiaries, related companies, partnerships, or joint ventures related thereto, and, with respect to each of them, their predecessors and successors; and, with respect to each such entity, all of its past, present, and future employees, officers, directors, stockholders, owners, representatives, assigns, attorneys, agents, and any other persons acting by, through, under or in concert with any of the persons or entities listed in this subsection, and their successors (hereinafter the “Released Parties”).
|
(c)
|
Unknown Claims:
Employee understands that he/she is releasing the Released Parties from claims that he/she may not know about as of the date of the execution of this Agreement, and that is his/her knowing and voluntary intent
even though
Employee recognizes that someday he/she might learn that some or all of the facts he/she currently believes to be true are untrue and
even though
he/she might then regret having signed this Agreement. Nevertheless, Employee is expressly assuming that risk and agrees that this Agreement shall remain effective in all respects in any such case. Employee expressly waives all rights he/she might have under any law that is intended to protect him/her from waiving unknown claims Employee understands the significance of doing so. If Employee resides in California, Employee hereby expressly waives the provisions of California Civil Code Section 1542, which provides as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” Moreover, this Release does not extend to those rights which, as a matter of Jaw, cannot be waived, including but not limited to, unwaivable rights that Employee may have under the California Labor Code.
|
(d)
|
Ownership of Claims:
Employee represents and warrants that he/she has not sold, assigned or transferred any claim he/she is purporting to release, nor has he/she attempted to do so. Employee expressly represents and warrants that he/she has the full legal authority to enter into this Agreement for himself/herself and his/her estate, and does not require the approval of anyone else.
|
(e)
|
Pursuit of Released Claims:
Employee represents that he/she has not filed or caused to be filed any lawsuit, complaint, or charge with respect to any claim this Agreement purports to waive, and he/she promises never to file or prosecute any lawsuit, complaint, or charge based on such claims. This provision shall not apply to any nonwaivable charges or claims brought before any governmental agency. With respect to any such non-waivable claims, however, Employee agrees to waive his/her right (if any) to any monetary or other recovery, including but not limited to reinstatement, should any governmental agency or other third party pursue any claims on his/her behalf, either individually or as part of any class or collective action.
|
(f)
|
FMLA and FLSA Rights Honored:
Employee acknowledges that he/she has received all of the leave from work for family and/or personal medical reasons and/or other benefits to which he/she believes he/she is entitled under Employer’s policy and the Family and Medical Leave Act of 1993 (“FMLA”), as amended. Employee has no pending request for FMLA leave with Employer; nor has Employer mistreated Employee in any way on account of any illness or injury to Employee or any member of Employee’s family. Employee further acknowledges that he/she has received all of the monetary compensation, including hourly wages, salary and/or overtime compensation, to which he/she believes he/she is entitled under the Fair Labor Standards Act (“FLSA”), as amended.
|
(g)
|
ADEA Release Requirements Have Been Satisfied:
Employee understands that this Agreement has to meet certain requirements to validly release any ADEA claims Employee
|
(h)
|
Revocation:
For a period of seven (7) days following the execution of such agreement, Employee may revoke this Agreement. If Employee wishes to revoke this Agreement in its entirety, he/she must make a revocation in writing which must be delivered by hand or confirmed facsimile before 5:00 p.m. of the seventh day of the revocation period to Barry Goldman, Senior Vice President and General Counsel, One Lithonia Way, Conyers, Georgia 30012, otherwise the revocation will not be effective.
If Employee timely revokes this Agreement, Employer shall retain payments and benefits otherwise payable to Employee under this Agreement.
|
(i)
|
Restrictive Covenants.
Employee expressly acknowledges and reaffirms his commitment to abide by the terms of the restrictive covenants contained within Paragraph 5 of his Severance Agreement dated November 19, 2008, as amended, and any covenants and restrictions contained in agreements previously accepted and agreed by Employee governing awards of Acuity Brands, Inc. restricted stock and stock options.
|
(j)
|
Termination Date
. Employee acknowledges and agrees that the effective date of the termination of his employment with the Company is April 30, 2018.
|
(k)
|
Payment in Lieu of Stock and Other Compensation
. Company agrees that in lieu of the stock in which Employee would have vested on June 1, 2018 and any other amounts for compensation that may otherwise have been payable to Employee as a result of his employment with the Company (other than amounts related to future benefits payable to Employee as previously agreed pursuant to the Supplemental Retirement Plan for Executives (SERP), which will be paid according to the terms of documents previously entered into between Employee and the Company related to such plan), Company will pay to Employee the amount of
Five Hundred Forty-Three Thousand Seven Hundred Fifteen Dollars ($543,715)
, less any required withholdings. This payment shall be made no sooner than 8 days and no later than 20 days following full execution, delivery, and non-revocation of this Agreement.
|
(l)
|
Confidentiality of Agreement; Nondisparagement.
Employee will keep the terms of this Agreement confidential and will not disclose its terms to anyone other than his/her: (i) spouse
|
(m)
|
Access to Independent Legal Counsel; Knowing and Voluntary Execution: EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS BEEN ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL OF HIS/HER OWN CHOOSING IN CONNECTION WITH ENTERING INTO THIS AGREEMENT. EMPLOYEE FURTHER ACKNOWLEDGES THAT, IF DESIRED, HIS/HER LEGAL COUNSEL HAS REVIEWED THIS AGREEMENT, THAT EMPLOYEE FULLY UNDERSTANDS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT EMPLOYEE AGREES TO BE FULLY BOUND BY AND SUBJECT THERETO. EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND KNOWS AND UNDERSTANDS THE CONTENTS THEREOF, AND THAT HE/SHE EXECUTES THE SAME AS HIS/HER OWN FREE ACT AND DEED.
|
•
|
Life Insurance
|
•
|
Short-Term Disability
|
•
|
Long-Term Disability
|
•
|
Flex Benefit Program
|
1.
|
TERM OF AGREEMENT.
|
2.
|
DEFINITIONS.
|
3.
|
SCOPE OF AGREEMENT.
|
If to the Company:
|
Acuity Brands, Inc.
Attention: General Counsel
1170 Peachtree Street, NE, Suite 2300
Atlanta, GA 30309
|
If to the Executive:
|
Laurent J. Vernerey
17 Laurel Hollow Road
Boxford, MA 01921
|
ACUITY BRANDS, INC.
|
|
By:
|
/s/ Vernon J. Nagel
|
|
Vernon J. Nagel
|
|
Chairman, President & Chief Executive Officer
|
|
|
EXECUTIVE
|
|
/s/ Laurent J. Vernerey
|
|
Laurent J. Vernerey
|
(a)
|
Payment and Consideration to Employee:
|
(i)
|
Benefits to Employee:
|
(ii)
|
Section 409A:
The Company will have the authority to delay the commencement of payments under this Section 1 to “key employees” of the Company (as determined by the Company in accordance with procedures established by the Company that are consistent with Section 409A) to a date which is six months after the Separation Date (and on such date, the payments that would otherwise have been made during such six-month period shall be made) to the extent such delay is required under the provisions of Section 409A, provided that the Company and Employee may agree to take into account any transitional rule available under Section 409A.
|
1.
|
Term of Agreement.
|
2.
|
Definitions
|
3.
|
Termination of Employment.
|
ACUITY BRANDS, INC.
|
|
By:
|
/s/ Vernon J. Nagel
|
|
Vernon J. Nagel
|
|
Chairman, President & Chief Executive Officer
|
|
|
EXECUTIVE
|
|
/s/ Laurent J. Vernerey
|
|
Laurent J. Vernerey
|
•
|
Management Cash Incentive Plan
|
•
|
Supplemental Deferred Savings Plan
|
•
|
Omnibus Stock Incentive Compensation Plan
|
•
|
401(k)
Plan (or similar deferred compensation plan covering the Executive)
|
•
|
2002 Supplemental Executive Retirement Plan (or similar supplemental retirement plan covering the Executive)
|
Subsidiary or Affiliate
|
|
Principal Location
|
|
State or Other Jurisdiction of
Incorporation or Organization
|
A to Z Manufacturing LLC
|
|
Tucson, Arizona
|
|
Arizona
|
AB BMS C.V.
|
|
Cayman Islands
|
|
Netherlands
|
AB Netherlands Holdings, LLC
|
|
Atlanta, Georgia
|
|
Delaware
|
AB Netherlands Holdings C.V.
|
|
Cayman Islands
|
|
Netherlands
|
ABL IP Holding LLC
|
|
Atlanta, Georgia
|
|
Georgia
|
Acuity Aviation, LLC
|
|
Atlanta, Georgia
|
|
Georgia
|
Acuity Brands BMS B.V.
|
|
Amsterdam, the Netherlands
|
|
Netherlands
|
Acuity Brands BMS, LLC
|
|
Atlanta, Georgia
|
|
Delaware
|
Acuity Brands Insurance (Bermuda) Ltd.
|
|
Hamilton, Bermuda
|
|
Bermuda
|
Acuity Brands Lighting, Inc.
|
|
Atlanta, Georgia
|
|
Delaware
|
Acuity Brands Lighting Canada, Inc.
|
|
Markham, Ontario
|
|
Canada
|
Acuity Brands Lighting (Hong Kong) Ltd.
|
|
Hong Kong
|
|
Hong Kong
|
Acuity Brands Lighting de Mexico, S. de R.L. de C.V.
|
|
Monterrey, Nuevo Leon
|
|
Mexico
|
Acuity Brands Netherlands B.V.
|
|
Eindhoven, the Netherlands
|
|
Netherlands
|
Acuity Brands Services, Inc.
|
|
Atlanta, Georgia
|
|
Delaware
|
Acuity Brands Technology Services, Inc.
|
|
Atlanta, Georgia
|
|
Delaware
|
Acuity Mexico Holdings, LLC
|
|
Atlanta, Georgia
|
|
Delaware
|
Acuity Brands Mexico Holdings II LLC
|
|
Atlanta, Georgia
|
|
Delaware
|
Acuity Trading (Shanghai) Co. Ltd.
|
|
Shanghai, China
|
|
Shanghai
|
Arizona (Tianjin) Electronics Trade Co., Ltd
|
|
Tianjin, PRC
|
|
Peoples Republic of China
|
Arizona Trading Company Ltd
|
|
Hong Kong
|
|
Hong Kong
|
Castlight de Mexico, S.A. de C.V.
|
|
Matamoros, Tamaulipas
|
|
Mexico
|
eldoLAB Holding B.V.
|
|
Eindhoven, the Netherlands
|
|
Netherlands
|
eldoLED B.V.
|
|
Eindhoven, the Netherlands
|
|
Netherlands
|
Holophane S.A. de C.V.
|
|
Mexico City, Mexico
|
|
Mexico
|
Holophane Alumbrado Iberica SL
|
|
Barcelona, Spain
|
|
Spain
|
Holophane Europe Ltd.
|
|
Milton Keynes, England
|
|
United Kingdom
|
Holophane Lichttechnik GmbH
|
|
Düsseldorf, Germany
|
|
Germany
|
Holophane Lighting Ltd.
|
|
Milton Keynes, England
|
|
United Kingdom
|
HSA Acquisition Company, LLC
|
|
Atlanta, Georgia
|
|
Ohio
|
ID Limited
|
|
Douglas, Isle of Man
|
|
Isle of Man
|
Luxfab Ltd.
|
|
Milton Keynes, England
|
|
United Kingdom
|
Distech Controls, Inc.
|
|
Brossard, Quebec, Canada
|
|
British Columbia, Canada
|
Distech Controls Facility Solutions, Inc.
|
|
Ottawa, Ontario, Canada
|
|
Ontario, Canada
|
Distech Controls Energy Services (Canada) Inc.
|
|
Brossard, Quebec, Canada
|
|
Quebec, Canada
|
Distech France Holding SAS
|
|
Brindas, France
|
|
France
|
Distech Controls SAS
|
|
Brindas, France
|
|
France
|
Distech Controls LLC
|
|
Atlanta, Georgia
|
|
Delaware
|
Distech Controls USA Inc.
|
|
Atlanta, Georgia
|
|
Delaware
|
Distech Controls Energy Services, Inc.
|
|
Atlanta, Georgia
|
|
Texas
|
(1)
|
|
Registration Statement (Form S-8 No. 333-74242) pertaining to the Acuity Brands, Inc. 401(k) Plan, Acuity Lighting Group, Inc. 401(k) Profit Sharing Retirement Plan for Salaried Employees, Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees, Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees, Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement,
|
(2)
|
|
Registration Statement (Form S-8 No. 333-74246) pertaining to the Acuity Brands, Inc. Long-Term Incentive Plan, Acuity Brands, Inc. Employee Stock Purchase Plan, Acuity Brands, Inc. 2001 Nonemployee Directors' Stock Option Plan,
|
(3)
|
|
Registration Statement (Form S-8 No. 333-123999) pertaining to the Acuity Brands, Inc. 401(k) Plan,
|
(4)
|
|
Registration Statement (Form S-8 No. 333-126521) pertaining to the Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated),
|
(5)
|
|
Registration Statement (Form S-8 No. 333-138384) pertaining to the Acuity Brands, Inc. 2005 Supplemental Deferred Savings Plan, Acuity Brands, Inc. Nonemployee Director Deferred Compensation Plan (as amended and restated),
|
(6)
|
|
Registration Statement (Form S-8 No. 333-152134) pertaining to the Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated),
|
(7)
|
|
Registration Statement (Form S-8 No. 333-179243) pertaining to the Acuity Brands, Inc. 2011 Nonemployee Director Deferred Compensation Plan,
|
(8)
|
|
Registration Statement (Form S-8 No. 333-185971) pertaining to the Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan, and
|
(9)
|
|
Registration Statement (Form S-8 No. 333-222510) pertaining to the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan;
|
1.
|
I have reviewed this annual report on Form 10-K 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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Vernon J. Nagel
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Vernon J. Nagel
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Chairman, President, and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Acuity Brands, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Richard K. Reece
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Richard K. Reece
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Executive Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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/s/ Vernon J. Nagel
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Vernon J. Nagel
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Chairman, President, and Chief Executive Officer
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October 25, 2018
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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/s/ Richard K. Reece
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Richard K. Reece
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Executive Vice President and Chief Financial Officer
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October 25, 2018
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