The following discussion should be read in conjunction with the Consolidated Financial Statements and related notes. References made to years are for fiscal year periods.

The purpose of this discussion and analysis is to enhance the understanding and evaluation of the results of operations, financial position, cash flows, indebtedness, and other key financial information of Acuity Brands and its subsidiaries for the three and six month periods ended February 28, 2007 and 2006. For a more complete understanding of this discussion, please read the Notes to Consolidated Financial Statements included in this report. Also, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed with the Securities and Exchange Commission on November 2, 2006, for additional information regarding the Company.

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Overview

Company

Acuity Brands, Inc. (“Acuity Brands” or the “Company”) is a holding company that owns and manages two businesses that serve distinctive markets—lighting equipment and specialty products. While Acuity Brands has been publicly held as a stand-alone company for over five years, the two segments that make up the Company have long histories and well-known brands. Its lighting equipment segment is Acuity Brands Lighting (“ABL”) formerly known as Acuity Lighting Group, Inc.; its specialty products segment is Acuity Specialty Products Group (“ASP”). Acuity Brands, with its principal office in Atlanta, Georgia, employs approximately 10,000 people worldwide.

ABL designs, produces, and distributes a broad array of indoor and outdoor lighting fixtures for commercial and institutional, industrial, infrastructure, and residential applications for various markets throughout North America and select international markets. ABL is one of the world’s leading producers and distributors of lighting fixtures, with a broad, highly configurable product offering, consisting of roughly 500,000 active products as part of over 2,000 product groups that are sold to approximately 5,000 customers. ABL operates 22 factories and distribution facilities along with six warehouses to serve its extensive customer base.

ASP formulates, produces, and distributes specialty chemical products including cleaners, deodorizers, sanitizers, and pesticides for industrial and institutional, commercial, and residential applications, primarily for various markets throughout North America and Europe. ASP sells over 9,000 catalog-listed products and over 6,000 other products through its salaried and commissioned direct sales force, operates six plants, and serves over 300,000 customers through a network of distribution centers and warehouses.

Liquidity and Capital Resources

Principle sources of liquidity for the Company are operating cash flows generated primarily from its business segments and various sources of borrowings. The ability of the Company to generate sufficient cash flow from operations and access certain capital markets, including banks, is necessary for the Company to fund its operations, to pay dividends, to meet its obligations as they become due, and to maintain compliance with covenants contained in its financing agreements. The Company’s ongoing liquidity will depend on a number of factors, including available cash resources, cash flow from operations, compliance with covenants contained in certain of its financing agreements, and its ability to access capital markets.

Based on its cash on hand, availability under existing financing arrangements and current projections of cash flow from operations, the Company believes that it will be able to meet its liquidity needs over the next 12 months. These needs will include funding its operations as currently planned, making anticipated capital investments, funding foreseen improvement initiatives, repaying borrowings as currently scheduled, paying quarterly stockholder dividends as currently anticipated, making required contributions into the Company’s employee benefit plans, as well as for potentially repurchasing shares of the Company’s outstanding common stock as authorized by the Company’s Board of Directors. During fiscal year 2006, the Board of Directors authorized the repurchase of six million shares of the Company’s outstanding common stock, five million of which had been repurchased as of August 31, 2006. Acuity Brands acquired approximately six hundred-thirty thousand of the remaining one million shares authorized for repurchase during the first quarter of fiscal year 2007, and did not repurchase any shares during the second quarter ended February 28, 2007. The Company currently expects to invest approximately $40.0 million to $50.0 million for equipment, tooling, and new and enhanced information technology capabilities during fiscal year 2007. The Company expects to contribute approximately $8.9 million during fiscal year 2007 to fund its defined benefit plans.

Cash Flow

Acuity Brands used available cash and net cash provided by operating activities in the six months ended February 28, 2007 to fund capital expenditures, to repurchase stock, to pay dividends, to repay a portion of its long-term debt, and to increase its available cash. The Company received $20.8 million in cash from stock issuances during the first six months of fiscal year 2007 and used $30.0 million in cash to repurchase shares of its outstanding common stock during the same period. The Company’s available cash position at February 28, 2007 was $123.1 million, an increase of $34.4 million from August 31, 2006. The increase in the Company’s available cash position was due primarily to the contributions from operating activities discussed below, and the proceeds from the exercise of stock options.

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The Company generated $60.9 million of net cash provided by operating activities during the first six months of fiscal year 2007 compared with $15.9 million generated in the prior-year period. Net cash provided by operating activities improved $45.0 million due primarily to increased net income as well as improvement in operating working capital (calculated by adding accounts receivable, net, plus inventories, and subtracting accounts payable). The improvement attributable to operating working capital was due primarily to a reduction in accounts receivable driven by seasonal declines in sales partially offset by the decrease in accounts payable. Operating working capital decreased by approximately $13.9 million to $331.4 million at February 28, 2007 from $345.3 million at August 31, 2006. The benefit from improved net income and operating working capital was partially offset by increases in prepayments and other current assets as well as the effect of tax benefits from share-based payments (the offset of which is reflected as a financing activity within the statement of cash flows). Also offsetting these benefits were cash paid for accrued income taxes and for employee bonuses earned in connection with the prior fiscal year’s operating results. Additionally, the Company’s defined benefit plan contributions totaled approximately $5.6 million in the first half of fiscal year 2007.

Management believes that investing in assets and programs that will over time increase the overall return on its invested capital is a key factor in driving stockholder value. The Company invested $16.1 million and $9.0 million in the first six months of fiscal year 2007 and 2006, respectively, primarily for new tooling, machinery, equipment, and information technology. The Company continues to invest appropriately in these items to improve productivity and product quality, increase manufacturing efficiencies and capacity, and enhance customer service capabilities in each segment. As noted above, the Company expects to invest approximately $40.0 million to $50.0 million for new plant, equipment, tooling, and new and enhanced information technology capabilities at both businesses during fiscal year 2007.

Capitalization

The current capital structure of the Company is comprised principally of senior notes and the equity of its stockholders. As of February 28, 2007, the Company had no amounts outstanding under its asset-backed securitization program or borrowings under the Revolving Credit Facility discussed below. At $371.7 million, total debt outstanding at February 28, 2007 remained substantially unchanged from August 31, 2006 and consisted primarily of long-term, fixed-rate obligations.

The Company maintains an agreement (“Receivables Facility”) to borrow, on an ongoing basis, funds secured by undivided interests in a defined pool of trade accounts receivable of the lighting equipment and specialty products segments. Effective September 28, 2006, the Company renewed the $100.0 million Receivables Facility for a one-year period with similar terms and conditions. Net trade accounts receivable pledged as security for borrowings under the Receivables Facility totaled $284.1 million at February 28, 2007. There were no outstanding borrowings at February 28, 2007 or August 31, 2006 under the Receivables Facility. Interest rates under the Receivables Facility vary with commercial paper rates plus an applicable margin.

On April 2, 2004, the Company executed a $200.0 million revolving credit facility (“Revolving Credit Facility”), which matures in January 2009. The Revolving Credit Facility contains financial covenants including a leverage ratio (“Maximum Leverage Ratio”) of total indebtedness to EBITDA (earnings before interest, taxes, depreciation and amortization expense), as such terms are defined in the Revolving Credit Facility agreement, and a minimum interest coverage ratio. These ratios are computed at the end of each fiscal quarter for the most recent 12-month period. The Revolving Credit Facility allows for a Maximum Leverage Ratio of 3.50, subject to certain conditions defined in the financing agreement. The Company was in compliance with all financial covenants and had no outstanding borrowings under the Revolving Credit Facility at February 28, 2007 and August 31, 2006. At February 28, 2007, the Company had additional borrowing capacity under the Revolving Credit Facility of $189.2 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less $10.8 million of outstanding letters of credit issued under the facility. See Note 8 of the Notes to Consolidated Financial Statements .

During the first six months of fiscal year 2007, the Company’s consolidated stockholders’ equity increased $48.6 million to $590.9 million at February 28, 2007 from $542.3 million at August 31, 2006. The increase was due primarily to net income earned in the period as well as to stock issuances resulting from the exercise of stock options and purchases under the Employee Stock Purchase Plan, partially offset by the repurchase of outstanding common stock and the payment of dividends. The Company’s debt to total capitalization ratio (calculated by dividing total debt by the sum of total debt and total stockholders’ equity) was 38.6% and 40.7% at February 28, 2007 and August 31, 2006, respectively. The ratio of debt, net of cash, to total capitalization, net of cash, was 29.6% at February 28, 2007 and 34.3% at August 31, 2006.

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Dividends

The Company paid cash dividends on common stock of $13.0 million ($0.30 per share) during the first six months of fiscal year 2007 compared with $13.5 million ($0.30 per share) during the first six months of fiscal year 2006. The Company does not currently plan to change its dividend rate; however, each quarterly dividend must be approved by the Board of Directors.

Results of Operations

Second Quarter of Fiscal year 2007 Compared with Second Quarter of Fiscal year 2006

Consolidated Results

Net sales for the quarter ended February 28, 2007 were $575.4 million compared with $549.6 million reported in the year-ago period, an increase of $25.8 million, or 4.7%. The growth in net sales, which occurred in both business segments, was due primarily to favorable pricing, a better mix of products sold, and higher sales in certain key channels. In addition, foreign currency fluctuations favorably impacted net sales by $2.2 million. The increase in net sales was partially offset by a decline in shipments of lighting products to the home center channel serving primarily residential markets, and seasonal inventory rebalancing efforts by certain key customers. Overall, the Company estimates that the majority of the increase in net sales in the second quarter of 2007 compared with the year-ago period was driven by the Company’s continued ability to realize the benefit of pricing initiatives instituted within the previous 12 months. Consolidated gross profit increased $24.2 million, or 11.2%, to $239.5 million for the quarter ended February 28, 2007 from $215.3 million in the year-ago period. Consolidated gross profit margins increased to 41.6% of net sales in the second quarter of fiscal year 2007 as compared with 39.2% of net sales reported in the year-ago period. The improvement in gross profit and gross profit margin was largely attributable to improved pricing at both segments, incremental margins on volume growth, and a better mix of products sold at ABL including energy efficient products. These benefits more than offset increases in raw materials and component costs and incentive-based compensation expense.

Consolidated operating expenses increased $9.4 million, or 5.1%, to $194.5 million in the second quarter of fiscal year 2007 from $185.1 million reported in the year-ago period. Operating expenses in the current quarter increased over the prior year due primarily to higher commissions and incentive compensation incurred at the lighting business and the $2.3 million environmental charge incurred by the chemical business in connection with the investigation into certain of ASP’s environmental practices at its primary manufacturing facility. During the second quarter of fiscal year 2007, a tentative resolution was reached with regard to this matter, which is discussed more fully in Note 9 of the Notes to Consolidated Financial Statements . Consolidated operating expenses as a percentage of net sales remained flat in the current quarter compared to the year-ago period.

Consolidated operating profit was $45.0 million compared with $30.2 million reported in the year-ago period, an increase of $14.8 million or 49.0%. Operating profit margin was 7.8%, 230 basis points higher than the prior year’s second quarter margin of 5.5%. The increase in operating profit was due primarily to greater gross profit as noted above, partially offset by higher operating expenses. The improvement in operating profit margin also reflects improved gross profit margins. Net income for the second quarter of fiscal year 2007 increased $9.9 million, or 68.3%, to $24.4 million from $14.5 million reported in the second quarter of fiscal year 2006. The increase in net income resulted primarily from the increase in operating profit noted above. Diluted earnings per share was $0.55 in the second quarter of fiscal year 2007 compared with $0.32 in the prior year period, which represents a 71.9% increase over the year-ago period. Earnings in the second fiscal quarter of 2007 included $0.07 per diluted share due to the additional cost of the above mentioned legal matter pertaining to certain of ASP’s environmental practices, while earnings in the second fiscal quarter of 2006 included $0.04 per diluted share of costs related to share-based incentive plans that were subject to variable accounting treatment and that was subsequently amended eliminating this added cost in fiscal year 2007.

Acuity Brands Lighting

Net sales at ABL in the second quarter of fiscal year 2007 were $444.3 million compared with $424.7 million reported in the year-ago period, an increase of $19.6 million, or 4.6%. The increase in net sales was due primarily to higher selling prices with moderate volume growth in the key non-residential commercial and institutional market. Net sales also benefited from foreign currency fluctuation of $1.5 million. Partially offsetting these benefits was a decline in sales to the home center channel, which primarily serves the residential market, and seasonal inventory rebalancing efforts by certain key customers. The year-over-year volume decline in the home center channel was a result of several factors including lower demand for residential product and inclement weather conditions occurring in certain parts of the country. The backlog at ABL increased approximately $10.9 million, or 7.0%, to $166.0 million at February 28, 2007 from $155.1 million at February 28, 2006.

Operating profit at ABL was $46.3 million for the second quarter of fiscal year 2007, compared with $32.1 million in the year-ago period, an increase of $14.2 million, or 44.2%. Operating profit margin advanced 280 basis points to 10.4% of net

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sales for the quarter ended February 28, 2007 from 7.6% of net sales in the year-ago period. Operating profit and margin were favorably impacted in the second quarter of fiscal year 2007 by more favorable pricing, enhanced product mix, and improved productivity. These benefits were partially offset by higher costs for certain raw materials and components, greater expense related to incentive compensation, higher commissions, and costs related to efforts to improve productivity and customer service.

Acuity Specialty Products

Net sales at ASP for the second quarter of fiscal year 2007 were $131.1 million compared with $124.9 million reported for the year-ago period, representing an increase of $6.2 million, or 5.0%. The increase in net sales was due primarily to improved pricing and greater shipments in the retail channel and European markets. Also, the effect of foreign currency fluctuation favorably impacted net sales in the current quarter by $0.7 million. Overall unit volume within the domestic industrial and institutional markets remained flat when compared to the year-ago period.

Operating profit at ASP for the second quarter of fiscal year 2007 declined to $5.9 million from $7.0 million reported for the year-ago period, representing a decrease of $1.1 million, or 15.7%. Operating profit margin was 4.5% of net sales in the second quarter of fiscal year 2007 compared with 5.6% in the prior-year period. The decreases in operating profit and margin were due primarily to the $2.3 million environmental and legal costs incurred by the chemical business in connection with the investigation into certain of ASP’s environmental practices at its primary manufacturing facility and discussed further in Note 9 of the Notes to Consolidated Financial Statements, which represented an incremental $2.0 million increase over similar fees paid in the second quarter of fiscal year 2006 . Additionally, operating profit was negatively affected by increases in raw material costs and freight, as well as by increases in compensation costs including those related to inflationary wage adjustments, severances, and other investments made to sustain the current workforce. Partially offsetting these costs were gains in pricing and volume, as well as a $0.7 million recovery in product recall costs from an outside supplier.

Corporate

Corporate expenses were $7.2 million in the second quarter of fiscal year 2007 compared with $8.9 million in the year-ago period, a decrease of $1.7 million, or 19.1%. Prior to June 2006, several of the Company’s share-based award programs were subject to variable accounting treatment which resulted in the recording of additional expense during periods of significant stock price appreciation. During the fourth quarter of fiscal year 2006, the Company amended these programs, and by doing so is no longer required to record additional expense related to stock price appreciation. The comparable prior year period’s earnings reflect $2.6 million of higher pretax expense related to these share-based incentive programs due to the 27% appreciation in the Company’s stock price in the second quarter of fiscal year 2006.

Income Taxes

The effective tax rate for the second quarter of fiscal year 2007 was 34.5%, compared with 34.2% in the second quarter of fiscal year 2006. The current period tax rate was adversely affected by the non-deductible fine incurred due to the investigation discussed further in Note 9 of the Notes to Consolidated Financial Statements . The impact of this event was offset by the benefits of the current year repatriation of earnings from certain of our foreign subsidiaries. The Company will continue to evaluate its effective tax rate on a quarterly basis but, based on current facts and circumstances, expects the rate to be approximately 35.0% for the remainder of the fiscal year.

Other Expense (Income)

Other expense consisted primarily of interest expense and other miscellaneous non-operating activity including losses on foreign currency transactions. Interest expense, net, was $7.9 million, a decrease of $0.4 million, or 5.0%, from the year-ago period.

Six Months of Fiscal year 2007 Compared with Six Months of Fiscal year 2006

Consolidated Results

Net sales for the six months ended February 28, 2007 were $1,189.9 million compared with $1,115.4 million reported in the year-ago period, an increase of $74.5 million, or 6.7%. The growth in net sales, which occurred in both of the Company’s segments, was due primarily to favorable pricing and greater shipments. In addition, foreign currency fluctuations favorably impacted net sales by $5.7 million. Consolidated gross profit increased $58.0 million, or 13.2%, to $498.5 million for the six months ended February 28, 2007 from $440.5 million in the year-ago period. Gross profit margins improved to 41.9% of net sales in the first six months of fiscal year 2007 as compared with 39.5% of net sales reported in the year-ago period. The increase in gross profit and margins was due primarily to the benefit of higher selling prices, a better mix of products sold, profit contribution from greater shipments, and improved operating efficiencies, partially offset by higher costs for certain raw materials and component parts.

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Consolidated operating expenses increased $24.9 million, or 6.8%, to $393.2 million in the first six months of fiscal year 2007 from $368.3 million reported in the year-ago period. Operating expenses as a percentage of net sales have remained flat at 33.0% when compared to the year-ago period. Increased operating expenses in the first half of the fiscal year reflect increased compensation expense resulting from incentive-based compensation programs and, to a lesser extent, inflationary increases in wages, the aforementioned increase in environmental and related legal costs, continued investment in productivity and customer service initiatives, and investments designed to enhance future go-to-market strategies. These increases were partially offset by consolidated improvement in key areas of the business, and a reduction in fees paid for consulting and other professional services as well as for costs related to freight.

Consolidated operating profit of $105.4 million increased by $33.2 million, or 46.0%, in the first six months of fiscal year 2007 from $72.2 million reported in the year-ago period. Operating profit margin was 8.9%, 240 basis points higher than the prior year’s margin of 6.5%. The increase in operating profit was due primarily to greater gross profit as noted above, partially offset by higher operating expenses. The improvement in operating profit margin reflected improved gross profit margins. Net income for the first six months of fiscal year 2007 increased $21.4 million, or 58.6%, to $57.9 million from $36.5 million reported in the first six months of fiscal year 2006. The increase in net income resulted primarily from the increase in operating profit noted above. Diluted earnings per share in the first six months of fiscal year 2007 of $1.32 increased $0.52 over prior year earnings per share of $0.80, which represents a 65.0% increase over the year-ago period.

Acuity Brands Lighting

Net sales at ABL in the first six months of fiscal year 2007 were $922.0 million compared with $858.0 million reported in the year-ago period, an increase of $64.0 million, or 7.5%. The increase in net sales was due primarily to higher selling prices in most channels, enhanced product mix, increased shipments resulting from improved service levels and the introduction of new products, and benefits from foreign currency fluctuation of $3.7 million. More than half of the increase in net sales was due to sustained pricing actions made necessary by continued increases in certain raw materials and component costs. Partially offsetting these increases were the previously mentioned volume declines in the home center channel.

Operating profit at ABL increased $36.6 million, or 51.9%, to $107.1 million in the first six months of fiscal year 2007 from $70.5 million reported in the first six months of fiscal year 2006. Operating profit margin advanced 340 basis points to 11.6% of net sales for the first six months of fiscal year 2007 from 8.2% of net sales in the year-ago period. Operating profit and margin were favorably impacted in the first half of fiscal year 2007 by more favorable pricing, enhanced product mix, and improved volume and productivity. These benefits were partially offset by higher costs for certain raw materials and components, greater expense related to incentive compensation, higher commissions, and costs related to efforts to improve productivity and customer service.

Acuity Specialty Products

Net sales at ASP for the first six months of fiscal year 2007 were $267.9 million compared with $257.4 million reported for the year-ago period, representing an increase of $10.5 million, or 4.1%. Half of this increase in net sales was attributable to favorable pricing in the North American markets. The unit volume growth seen in all major markets was led by greater shipments in Europe as well as in the domestic retail market which benefited from new product launches. The effect of foreign currency fluctuation favorably impacted net sales in the year-to-date period by $2.0 million.

Operating profit at ASP for the first half of fiscal year 2007 declined to $13.4 million from $17.8 million reported for the year-ago period, representing a decrease of $4.4 million, or 24.7%. Operating profit margin decreased 190 basis points to 5.0% of net sales in the first half of fiscal year 2007 from 6.9% in the prior-year period. The decreases in operating profit and margin were due primarily to the increased cost of raw materials and freight, the environmental and related legal costs mentioned above and discussed more fully in Note 9 of the Notes to Consolidated Financial Statements , and increases in compensation costs including those related to inflationary wage adjustments, severances, and other investments made to sustain the current workforce.

Corporate

Corporate expenses were $15.2 million in the first six months of fiscal year 2007 compared with $16.1 million in the year-ago period. The decline in corporate expenses was due primarily to the aforementioned amendment of certain share-based award programs eliminating the variable accounting treatment previously associated with those programs.

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Income Taxes

The effective tax rate for the first six months of fiscal year 2007 was 34.8%, compared with 34.5% in the first six months of fiscal year 2006. The Company will continue to evaluate its effective tax rate on a quarterly basis but, based on current facts and circumstances, expects the rate to be approximately 35.0% for the remainder of the year.

Other Expense (Income)

Other expense (income) for Acuity consisted primarily of interest expense and other miscellaneous non-operating activity including losses on foreign currency transactions. Interest expense, net, was $16.0 million, a decrease of $0.6 million, or 3.6%, from the year-ago period.

Outlook

Acuity Brands produced record second quarter results that exceeded internal expectations. The consolidated results for the three and six months ended February 28, 2007, reflect benefits from programs previously implemented to streamline operations, enhance customer service, improve manufacturing and transactional efficiencies, and introduce new products and services. These programs, as well as other continuous improvement actions, including ongoing product price reviews, benefited the Company’s performance and operating profit margins in the first six months of fiscal year 2007.

In the second half of fiscal year 2007, the Company expects to attain or exceed many of its stated longer-term financial goals of operating margin expansion, earnings growth, and cash flow generation by continuing to drive key initiatives to enhance pricing, introduce new products, and improve productivity. The Company expects full-year operating profit at ASP, excluding the second quarter environmental charge, to approximate that earned in the year-ago period as productivity improvements, growth in certain markets, and higher selling prices negate the impact of rising costs, weak demand in certain geographies, and the expense of investments made to drive future profitable growth. Regarding ABL, the Company continues to be cautiously optimistic about the prospects for industry-wide unit volume growth of lighting fixtures in the second half of fiscal year 2007 and beyond due to several key factors. The macro-economic environment in North America remains healthy including positive job creation, attractive long-term interest rates, and overall GDP expansion. In addition, leading indicators such as higher year-over-year new building contract awards, continued office space absorption, and positive readings from the Architectural Billings Index suggest the potential for continued positive demand in the non-residential lighting market. ABL’s backlog at the end of the second quarter was $166 million, a 7.0 percent increase over the prior year, and incoming order rates for lighting fixtures are encouraging. Management believes unit volume at its lighting business will continue to be at or above the overall growth trends in the non-residential lighting market as the Company continues to expand its product offering and enhance its service capability. Overall, management remains optimistic about the Company’s performance for the second half of fiscal year 2007 in spite of continued cost and pricing pressures. Management’s expectations for positive performance are due primarily to anticipated positive demand in the non-residential lighting market and to the many continuous improvement efforts to enhance service to customers, introduce new and innovative products and services, increase selling prices, and improve productivity.

Critical Accounting Policies

Management’s Discussion and Analysis of Financial Condition and Results of Operations addresses the financial condition and results of operations as reflected in the Company’s Consolidated Financial Statements , which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to: inventory valuation; share-based compensation expense, depreciation, amortization and the recoverability of long-lived assets, including intangible assets; medical, product warranty, and other reserves; litigation; and environmental matters. Management bases its estimates and judgments on its substantial historical experience and other relevant factors, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. Management discusses the development of accounting estimates with the Company’s Audit Committee. For a detailed discussion of significant accounting policies that may involve a higher degree of judgment, please refer to the Company’s Form 10-K for the year ended August 31, 2006.

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Cautionary Statement Regarding Forward-Looking Information

This filing contains, and other written or oral statements made by or on behalf of the Company may include, forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, the Company, or the executive officers on the Company’s behalf, may from time to time make forward-looking statements in reports and other documents the Company files with the SEC or in connection with oral statements made to the press, potential investors or others. Such statements that may be considered forward-looking include statements incorporating terms such as “expects,” “believes,” “intends,” “anticipates” and similar terms that relate to future events, performance, or results of the Company. Forward-looking statements made in this report include, without limitation, statements made relating to: (a) the Company’s expectations regarding liquidity based on cash on hand, availability under its existing financing arrangements, and current projections of net cash provided by operating activities; (b) liquidity needs including funding its operations as currently planned, making its anticipated capital investments, funding foreseen improvement initiatives, paying quarterly stockholder dividends as currently anticipated, repaying borrowings as currently scheduled, making required contributions into the Company’s benefit plans, as well as for potentially repurchasing shares of the Company’s outstanding common stock as authorized by the Company’s Board of Directors; (c) the planned spending of approximately $40.0 million to $50.0 million for equipment, tooling, and new and enhanced information technology capabilities at both businesses during fiscal year 2007; (d) the expected contribution by the Company to fund its defined benefit plans; (e) investing in assets and programs that will over time increase the overall return on its invested capital on stockholder value; (f) the belief that in the remainder of the fiscal year the Company will attain or exceed many of its stated longer-term financial goals; (g) the expectation that ASP’s full year operating profit, excluding the second quarter environmental charge, will approximate that earned in the year-ago period; (h) the prospects for industry-wide unit volume growth of lighting fixtures in the second half of the Company’s fiscal year 2007 and beyond; (i) the belief that the macro-economic environment remains healthy and that certain leading economic indicators continue to suggest the potential for continued positive demand in the non-residential lighting market; (j) the anticipation that unit volume growth at the lighting business will continue to be at or above the overall growth trends in the non-residential lighting market; (k) optimism concerning performance in the second half of fiscal year 2007; and (l) expectations regarding the settlement of the ongoing Department of Justice investigation at ASP’s primary manufacturing facility in Atlanta, Georgia.

A variety of risks and uncertainties could cause the Company’s actual results to differ materially from the anticipated results or other expectations expressed in the Company’s forward-looking statements. A number of those risks are discussed in Part I, “Item 1a. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended August 31, 2006, which is incorporated herein by reference.

Management believes these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and management undertakes no obligation to update publicly any of them in light of new information or future events.