Table of Contents

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)  
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended February 28,November 30, 2017.
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from to .
Commission file number 001-16583.

ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)

Delaware 58-2632672
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
1170 Peachtree Street, N.E., Suite 2300, Atlanta, Georgia
(Address of principal executive offices)
 
30309-7676
(Zip Code)
(404) 853-1400
(Registrant’s telephone number, including area code)

None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer þ
     Accelerated Filer o
Non-accelerated Filer o
Smaller Reporting Company o
Non-accelerated Filer o
(Do not check if a smaller reporting company)     
Emerging growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common stock — $0.01 par value — 44,092,48642,158,288 shares as of March 30, 2017.January 4, 2018.
 

ACUITY BRANDS, INC.
Table of Contents

  Page No.
Part I. FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
 
 
CONSOLIDATED BALANCE SHEETS -- FEBRUARY 28,NOVEMBER 30, 2017 (Unaudited) AND AUGUST 31, 20162017
1
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) -- THREE AND SIX MONTHS ENDED FEBRUARY 28,NOVEMBER 30, 2017 AND FEBRUARY 29, 2016
2
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) -- SIXTHREE MONTHS ENDED FEBRUARY 28,NOVEMBER 30, 2017 AND FEBRUARY 29, 2016
3
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
4
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
2521
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
3428
ITEM 4.
CONTROLS AND PROCEDURES
3528
 
Part II. OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
3629
ITEM 1a.
RISK FACTORS
3629
ITEM 5.
OTHER INFORMATION
3630
ITEM 6.
EXHIBITS
3631
 
EXHIBITS INDEX
32

 
SIGNATURES
3733
 EX-31.A
 EX-31.B
 EX-32.A
 EX-32.B
 EX-101.INSTANCE DOCUMENT
 EX-101.SCHEMA DOCUMENT
 EX-101.CALCULATION LINKBASE DOCUMENT
 EX-101.LABELS LINKBASE DOCUMENT
 EX-101.PRESENTATION LINKBASE DOCUMENT
 EX-101.DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
ACUITY BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
February 28, 2017
August 31, 2016November 30, 2017
August 31, 2017
(unaudited)

(unaudited)

ASSETS





Current assets: 



 



Cash and cash equivalents$463.2

$413.2
$428.6

$311.1
Accounts receivable, less reserve for doubtful accounts of $1.6 and $1.7, respectively500.9

572.8
Accounts receivable, less reserve for doubtful accounts of $2.0 and $1.9, respectively514.3

573.3
Inventories353.7

295.2
339.6

328.6
Prepayments and other current assets46.1

41.7
41.3

32.6
Total current assets1,363.9

1,322.9
1,323.8

1,245.6
Property, plant, and equipment, at cost: 



 



Land22.0

23.1
22.3

22.5
Buildings and leasehold improvements180.5

174.4
181.4

180.7
Machinery and equipment458.9

448.2
492.9

484.6
Total property, plant, and equipment661.4

645.7
696.6

687.8
Less: accumulated depreciation and amortization(383.6)
(377.9)
Less — Accumulated depreciation and amortization
(410.5)
(400.1)
Property, plant, and equipment, net277.8

267.8
286.1

287.7
Goodwill893.3

947.8
896.5

900.9
Intangible assets, net446.4

381.4
439.9

448.8
Deferred income taxes4.7

5.1
3.3

3.4
Other long-term assets13.0

23.0
11.8

13.2
Total assets$2,999.1

$2,948.0
$2,961.4

$2,899.6
LIABILITIES AND STOCKHOLDERS’ EQUITY





Current liabilities: 



 



Accounts payable$365.5

$401.0
$364.6

$395.1
Current maturities of long-term debt0.3

0.2
0.4

0.4
Accrued compensation25.0

95.2
31.2

41.8
Other accrued liabilities156.0

176.1
198.7

163.6
Total current liabilities546.8

672.5
594.9

600.9
Long-term debt355.8

355.0
356.5

356.5
Accrued pension liabilities116.4

119.9
95.9

96.9
Deferred income taxes102.5

74.6
108.3

108.2
Self-insurance reserves8.2

7.2
8.6

7.9
Other long-term liabilities64.6

59.0
71.1

63.6
Total liabilities1,194.3

1,288.2
1,235.3

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; 53,512,076 and 53,415,687 issued, respectively0.5

0.5
Common stock, $0.01 par value; 500,000,000 shares authorized; 53,621,355 and 53,549,840 issued, respectively0.5

0.5
Paid-in capital868.4

856.4
884.3

881.0
Retained earnings1,498.4

1,360.9
1,725.9

1,659.9
Accumulated other comprehensive loss(143.9)
(139.4)(108.6)
(99.7)
Treasury stock, at cost — 9,679,752 and 9,679,457 shares, respectively(418.6)
(418.6)
Treasury stock, at cost — 11,676,689 and 11,678,002 shares, respectively(776.0)
(776.1)
Total stockholders’ equity1,804.8

1,659.8
1,726.1

1,665.6
Total liabilities and stockholders’ equity$2,999.1

$2,948.0
$2,961.4

$2,899.6
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

ACUITY BRANDS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions, except per-share data)
Three Months Ended Six Months EndedThree Months Ended
February 28, 2017
February 29, 2016 February 28, 2017 February 29, 2016November 30, 2017
November 30, 2016
Net sales$804.7

$777.8
 $1,655.9
 $1,514.4
$842.8

$851.2
Cost of products sold468.9

440.9
 960.5
 858.1
492.6

491.6
Gross profit335.8

336.9
 695.4
 656.3
350.2

359.6
Selling, distribution, and administrative expenses227.8

230.1
 459.6
 436.7
231.4

231.8
Special charge—

0.1
 1.2
 0.5
0.2

1.2
Operating profit108.0

106.7
 234.6
 219.1
118.6

126.6
Other expense (income): 



 

 

 



Interest expense, net8.0

8.2
 16.2
 16.1
8.1

8.2
Miscellaneous expense (income), net0.6

(1.1) (7.3) (1.8)
Miscellaneous income, net(0.4)
(7.9)
Total other expense8.6

7.1
 8.9
 14.3
7.7

0.3
Income before provision for income taxes99.4

99.6
 225.7
 204.8
110.9

126.3
Provision for income taxes32.1

34.1
 76.7
 70.9
39.4

44.6
Net income$67.3

$65.5
 $149.0
 $133.9
$71.5

$81.7






 

 






Earnings per share: 



 

 

 



Basic earnings per share$1.54

$1.50
 $3.40
 $3.08
$1.71

$1.87
Basic weighted average number of shares outstanding43.8

43.5
 43.8
 43.4
41.9

43.8
Diluted earnings per share$1.53

$1.49
 $3.39
 $3.06
$1.70

$1.86
Diluted weighted average number of shares outstanding44.0

43.8
 44.0
 43.7
42.1

44.0
Dividends declared per share$0.13

$0.13
 $0.26
 $0.26
$0.13

$0.13






 

 






Comprehensive income:




 

 






Net income$67.3

$65.5
 $149.0
 $133.9
$71.5

$81.7
Other comprehensive income (loss) items:




 

 






Foreign currency translation adjustments3.3

(9.2) (8.6) (13.4)(10.5)
(11.9)
Defined benefit pension plans, net of tax2.1

1.3
 4.1
 2.7
1.6

2.0
Other comprehensive income (loss), net of tax5.4

(7.9) (4.5) (10.7)
Other comprehensive loss, net of tax(8.9)
(9.9)
Comprehensive income$72.7

$57.6
 $144.5
 $123.2
$62.6

$71.8
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.



ACUITY BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)
Six Months EndedThree Months Ended
February 28, 2017 February 29, 2016November 30, 2017 November 30, 2016
Cash flows from operating activities:      
Net income$149.0
 $133.9
$71.5
 $81.7
Adjustments to reconcile net income to net cash flows from operating activities:      
Depreciation and amortization36.5
 30.7
19.0
 17.2
Share-based payment expense16.0
 13.0
8.5
 7.9
Excess tax benefits from share-based payments(6.2) (14.3)
Loss (gain) on the sale or disposal of property, plant, and equipment0.1
 (1.1)
Loss on sale or disposal of property, plant, and equipment0.1
 0.1
Gain on sale of investment in unconsolidated affiliate(7.2) —
—
 (7.2)
Deferred income taxes(2.7) (0.3)(0.1) —
Change in assets and liabilities, net of effect of acquisitions, divestitures, and exchange rate changes:      
Accounts receivable69.7
 18.3
57.6
 47.6
Inventories(59.5) (3.5)(11.1) (40.3)
Prepayments and other current assets(8.9) (11.4)(9.3) (10.7)
Accounts payable(32.2) (16.2)(32.5) (7.2)
Other current liabilities(83.6) (29.2)25.5
 (45.7)
Other0.6
 (0.4)10.6
 12.4
Net cash provided by operating activities71.6
 119.5
139.8
 55.8
Cash flows from investing activities: 
  
 
  
Purchases of property, plant, and equipment(35.8) (43.8)(10.3) (19.5)
Proceeds from sale of property, plant, and equipment5.4
 2.2
—
 5.4
Acquisition of businesses, net of cash acquired—
 (613.7)
Proceeds from sale of investment in unconsolidated affiliate13.2
 —
—
 13.0
Other investing activities(0.2) —
Net cash used for investing activities(17.4) (655.3)(10.3) (1.1)
Cash flows from financing activities: 
  
 
  
Issuance of long-term debt0.9
 1.1
Issuances of long-term debt—
 0.9
Repayments of long-term debt(0.1) —
Repurchases of common stock(0.4) —
—
 (0.4)
Proceeds from stock option exercises and other2.3
 6.2
0.8
 2.1
Excess tax benefits from share-based payments6.2
 14.3
Payments for employee taxes on net settlement of equity awards(6.0) (11.3)
Dividends paid(11.5) (11.4)(5.5) (5.8)
Net cash (used for) provided by financing activities(2.5) 10.2
Net cash used for financing activities(10.8) (14.5)
Effect of exchange rate changes on cash and cash equivalents(1.7) (6.9)(1.2) (2.2)
Net change in cash and cash equivalents50.0
 (532.5)117.5
 38.0
Cash and cash equivalents at beginning of period413.2
 756.8
311.1
 413.2
Cash and cash equivalents at end of period$463.2
 $224.3
$428.6
 $451.2
Supplemental cash flow information: 
  
 
  
Income taxes paid during the period$97.8
 $61.0
$2.7
 $29.0
Interest paid during the period$22.8
 $22.1
$12.7
 $12.1
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

3
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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.Description of Business and Basis of Presentation
Acuity Brands, Inc. (“Acuity Brands”) is the parent company of Acuity Brands Lighting, Inc. (“ABL”) and other subsidiaries (Acuity Brands, ABL, and such other subsidiaries are collectively referred to herein as the “Company”). and was incorporated in 2001 under the laws of the State of Delaware. The Company is one of the world’s leading providers of lighting and building management solutions and services for commercial, institutional, industrial, infrastructure, and residential applications throughout North America and select international markets. The Company’s lighting and building management solutions include devices such as luminaires, lighting controls, controllers for various building systems, power supplies, prismatic skylights, and drivers, as well as integrated systems designed to optimize energy efficiency and comfort for various indoor and outdoor applications. Additionally, the Company continues to expand its solutions portfolio including software and services, to provide a host of other economic benefits, resulting from data analyticsincluding software and services that enablesenable the Internet of Things (“IoT”) and supports. The Company's IoT solutions provide customers with access to robust data analytics; support the advancement of smart buildings, smart cities, and the smart grid.grid; and allow businesses to develop custom applications to scale their operations. The Company has one reportable segment serving the North American lighting market and select international markets.
The Consolidated Financial Statements have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and present the financial position, results of operations, and cash flows of Acuity Brands and its wholly-owned subsidiaries.
These unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly the Company’s consolidated financial position as of February 28,November 30, 2017, the consolidated comprehensive income for the three and six months ended February 28,November 30, 2017 and February 29, 2016, and the consolidated cash flows for the sixthree months ended February 28,November 30, 2017 and February 29, 2016. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. However, the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of and for the three years ended August 31, 20162017 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 27, 201626, 2017 (File No. 001-16583) (“Form 10-K”).
The results of operations for the three and six months ended February 28,November 30, 2017 and February 29, 2016 are not necessarily indicative of the results to be expected for the full fiscal year due primarily to seasonality, which results in the net sales and net income of the Company generally being higher in the second half of its fiscal year, the impact of any acquisitions, and, among other reasons, the continued uncertainty of general economic conditions that may impact the key end markets of the Company for the remainder of fiscal 2017.2018.

2.     Significant Accounting Policies
2.Significant Accounting Policies
Use of Estimates
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.
Reclassifications
Certain prior-period amounts have been reclassified to conform to the current year presentation. No material reclassifications occurred during the current period.

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

3.     Acquisitions and Investments
The Company does not consider acquisitions a critical element of its strategy but seeks opportunities Refer to the New Accounting Pronouncements footnote for growth through acquisitions and investments. In recent years, the Company has acquired or made investments in a number of businesses that participateadditional information regarding retrospective reclassifications related to accounting standards adopted in the lighting, building management, and related markets, including the businesses described below. The acquisitions and investments were made with the intent to further expand and complement the Company's lighting and building management solutions portfolio. The purchased companies were fully integrated into the Company's operations.
DGLogik, Inc.
On June 30, 2016, using cash on hand and treasury stock, the Company acquired DGLogik, Inc. (“DGLogik”), a provider of innovative software solutions that enable and visualize the IoT. DGLogik's solutions provide users with the intelligence to better manage energy usage and improve facility performance. DGLogik is headquartered in the San Francisco Bay Area, California. The operating results of DGLogik have been included in the Company's consolidated financial statements since the date of acquisition and are not material to the Company's financial condition, results of operations, or cash flows. Preliminary amounts related to the acquisition are reflected in the Consolidated Balance Sheets. These amounts are deemed to be provisional until disclosed otherwise, as the Company continues to gather information related to the identification and valuation of intangible and other acquired assets and liabilities.
Juno Lighting LLC
On December 10, 2015, using cash on hand, the Company acquired for approximately $380 million all of the equity interests of Juno Lighting LLC (“Juno Lighting”), a leading provider of downlighting and track lighting fixtures for both residential and commercial applications. Juno Lighting is headquartered in Des Plaines, Illinois. At the time of acquisition, Juno Lighting generated annual revenues of approximately $250 million. The operating results of Juno Lighting have been included in the Company's consolidated financial statements since the date of acquisition.
Provisional amounts recognized at the acquisition date related to the Juno Lighting acquisition have been adjusted to reflect the finalization of the valuation of customer relationships and certain accrued liabilities. These adjustments resulted in an increase to intangible assets, net of $81.1 million, a decrease to goodwill of $50.5 million, an increase to deferred income tax liabilities of $29.6 million, and a decrease to net operating working capital of $1.0 million as of February 28, 2017. The fair values of assets acquired and liabilities assumed were finalized and reflected on the Consolidated Balance Sheets prospectively as of February 28, 2017.
Geometri LLC
On December 9, 2015, using cash on hand, the Company acquired certain assets and assumed certain liabilities of Geometri, LLC (“Geometri”), a provider of a software and services platform for mapping, navigation, and analytics. The operating results of Geometri have been included in the Company’s consolidated financial statements since the date of acquisition. The Company finalized the acquisition accounting for Geometri during fiscal 2017, and the amounts are reflected on the Consolidated Balance Sheets. There were no material changes to the Company’s financial statements as a result of the finalization of the acquisition accounting.
Distech Controls Inc.
On September 1, 2015, using cash on hand, the Company acquired for approximately $240 million all of the outstanding capital stock of Distech Controls Inc. (“Distech Controls”), a provider of building automation solutions that allow for the integration of lighting, HVAC, access control, closed circuit television, and related systems. Distech Controls is headquartered in Quebec, Canada. At the time of acquisition, Distech Controls generated annual revenues of approximately $60 million. The Company finalized the acquisition accounting for Distech Controls during fiscal 2016, and the amounts are reflected on the Consolidated Balance Sheets. There were no material changes to the Company’s financial statements as a result of the finalization of the acquisition accounting.current year.


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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

4.3.New Accounting Pronouncements
Accounting Standards Adopted in Fiscal 20172018
In January 2017,March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-02016-09, 4,Improvements to Employee Share-Based Payment Accounting, (“ASU 2016-09”), which changes certain aspects of accounting for share-based payments to employees. The standard requires that all excess tax benefits and deficiencies previously recorded as additional paid-in capital be prospectively recorded in income tax expense, which could create volatility in the Company's effective income tax rate on a quarter by quarter basis due primarily to fluctuations in the Company's stock price and the timing of stock option exercises and vesting of restricted share grants. The standard also requires excess tax benefits to be presented as an operating activity on the statement of cash flows rather than as a financing activity and taxes paid for employee withholdings to be presented as a financing activity. The Company adopted ASU 2016-09 effective as of September 1, 2017. Excess tax benefits and deficiencies are recorded within Provision for income taxes within the Consolidated Statements of Comprehensive Income Simplifyingon a prospective basis as required by the Test for Goodwill Impairment (“ASU 2017-04”). This guidance eliminates the requirement to determine the implied fair value of goodwill to measure an impairment of goodwill. Rather, goodwill impairment charges will be calculated as the amount by which a reporting unit's carrying amount exceeds its fair value. Adoption of the provisions in ASU 2017-04 is required forstandard; however, the Company elected to present changes to the statement of cash flows on a retrospective basis as allowed by the standard in order to maintain comparability between fiscal years. As such, cash flows from operations for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has adopted ASU 2017-04 effective beginning in the current period. The provisions of ASU 2017-04 did not have a material effect on the Company's financial condition, results of operations, or cash flows.
In July 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which simplifies the accounting for measurement-period adjustments to provisional amounts recognized in a business combination. ASU 2015-16 eliminates the requirement to retrospectively account for adjustments made to provisional amounts recorded in connectionthree months ended November 30, 2016 increased $17.1 million, with a business combination and is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2015. The Company has adopted ASU 2017-04 this fiscal year and has presented all adjustmentscorresponding decrease to provisionalcash flows from financing activities, compared to amounts recorded in connection within a business combination in fiscal 2017 prospectively.previously reported.
In April 2015, the FASB issued ASU No. 2015-05, Customer's Accounting For Fees Paid In A Cloud Computing Arrangement (“ASU 2015-05”), which provides guidance for a customer's accounting for cloud computing costs. ASU 2015-05 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2015. The provisions of ASU 2015-05 did not have a material effect on the Company's financial condition, results of operations, or cash flows.
Accounting Standards Yet to Be Adopted
In March 2017, the FASB issued ASU No. 2017-05,2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost (“ASU 2017-05”2017-07”), which will change the presentation of net periodic benefit cost related to employer sponsored defined benefit plans and other postretirement benefits. Service cost will be included within the same income statement line item as other compensation costs arising from services rendered during the period, while other components of net periodic benefit pension cost will be presented separately outside of operating income. Additionally, only service costs may be capitalized in assets. ASU 2017-052017-07 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2017. The provisions of ASU 2017-052017-07 are not expected to have a material effect on the Company's financial condition, results of operations, or cash flows.
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business (“ASU 2017-01”), which requires an evaluation of whether substantially all of the fair value of assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If so, the transaction does not qualify as a business. The guidance also requires an acquired business to include at least one substantive process and narrows the definition of outputs. The Company is required to apply this guidance to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of the provisions of ASU 2017-01 and intends to implement the standard as required in fiscal 2019.
In MarchAugust 2016, the FASB issued ASU No. 2016-09,2016-15, Improvements to Employee Share-Based Payment AccountingStatement of Cash Flows, (“ASU 2016-09”2016-15”), which will changeis intended to reduce the diversity in practice in how certain aspectscash receipts and cash payments are presented and classified in the statement of accounting for share-basedcash flows including debt prepayment and extinguishment costs, contingent consideration payments to employees.made after a business combination, proceeds from the settlement of insurance claims, and proceeds from the settlement of corporate-owned life insurance. ASU 2016-092016-15 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2016. The standard requires that all excess tax benefits and deficiencies currently recorded as additional paid-in capital be prospectively recorded in income tax expense. As such, implementation of this standard could create volatility in the Company's effective income tax rate on a quarter by quarter basis. The volatility in the effective income tax rate is due primarily to fluctuations in the Company's stock price and the timing of stock option exercises and vesting of restricted share grants. The standard also requires excess tax benefits to be presented as an operating activity on the statement of cash flows rather than as a financing activity. This element of the guidance may be applied retrospectively or prospectively.2017. The Company intends to implement the standard as required in fiscal 2018.

6
Table2019, and the provisions of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

ASU 2016-15 are not expected to have a material impact on the Company's financial statement disclosures.
In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which requires lessees to include most leases on the balance sheet. ASU 2016-02 is effective for fiscal years (and interim reporting periods within those years) beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of ASU 2016-02 and intends to implement the standard as required in fiscal 2020.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which will replace most existing revenue recognition guidance in U.S. GAAP. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The standard also requires additional disclosures about the nature, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09 allows for bothpermits two transition methods: the full retrospective method and prospective methodsthe modified retrospective method. Under the full retrospective method, the standard would be applied to each prior reporting period presented with the cumulative effect of adoption.applying the standard recognized at the earliest period shown. Under the modified retrospective method, the cumulative effect of applying the standard would be recognized at the date of initial application. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the guidance in ASU 2014-09 and has the same effective date as the original standard. During the three months ended July 1, 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing; ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting; and ASU 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. These amendments are intended to improve and clarify the implementation guidance of ASU 2014-09 and have the same effective date as the original standard.
The Company has an implementation team tasked with identifying potential differences that will result from applying the new revenue recognition standard to the Company's contracts with its customers. The implementation team reports the findings and progress of the project to management on a frequent basis and to the Audit Committee of the Board of Directors on a quarterly basis. The implementation team has completed its initial phase of contract reviews and continues to evaluate the results of those reviews with respect to potential changes from adopting the new standard on the Company's consolidated financial statements. Management anticipates the most significant changes will relate to additional deferral of revenue recognition for certain services provided and the gross presentation of right of return assets and refund liabilities for sales with a right of return. Based on the current portfolio of the Company's revenue generating activities, these changes are not expected to have a material impact on the Company's consolidated financial condition, results of operations, or cash flows. Additionally, the implementation team is in the process of identifying appropriate changes to the Company's business processes, systems, and controls to support recognition and disclosure under the new standard. Based on the implementation team's current findings and the overall expected immaterial impact of adoption, the implementation team is currently evaluating which adoption method would provide the impact thatmost meaningful information to the adoptionCompany's stakeholders. The Company will adopt the requirements of these standards will have on our consolidated financial statements.the new standard no later than the effective date of September 1, 2018.
All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

5.4.Fair Value Measurements
The Company determines fair value measurements based on the assumptions a market participant would use in pricing thean asset or liability. Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a three level hierarchy making a distinction between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3).
The Company's cash and cash equivalents (Level 1), which are required to be carried at fair value and measured on a recurring basis, were $463.2$428.6 million and $413.2$311.1 million as of February 28,November 30, 2017 and August 31, 2016,2017, respectively.
The Company utilizes valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as prescribed in ASC 820. All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and relevance of the fair values. There were no material changes to the valuation methods or assumptions used to determine fair values during the current period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The Company used quoted market prices to determine the fair value of Level 1 assets and liabilities. No transfers between the levels of the fair value hierarchy occurred during the current fiscal period. In the event of a transfer in or out of a level within the fair value hierarchy, the transfers would be recognized on the date of occurrence.
Disclosures of fair value information about financial instruments (whether or not recognized in the balance sheet), for which it is practicable to estimate that value, are required each reporting period in addition to any financial instruments carried at fair value on a recurring basis as prescribed by ASC Topic 825, Financial Instruments (“ASC 825”). In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The carrying values and estimated fair values of certain of the Company’s financial instruments were as follows at February 28,November 30, 2017 and August 31, 20162017 (in millions):
 February 28, 2017 August 31, 2016
 Carrying Value Fair Value Carrying Value Fair Value
Assets:       
Investment in noncontrolling affiliate$—
 $—
 $8.0
 $14.4
Liabilities:     
  
Senior unsecured public notes, net of unamortized discount and deferred costs$348.9
 $384.8
 $348.7
 $388.8
Industrial revenue bond4.0
 4.0
 4.0
 4.0
Bank loans3.2
 3.2
 2.5
 2.6
Investment in noncontrolling affiliate represents a strategic investment accounted for using the cost method. The Company based the fair value of the investment as of August 31, 2016 on an offer by a third party to purchase the business (Level 3). The Company sold the investment during October 2016, resulting in the recognition of a gain of $7.2 million, which is reflected in Miscellaneous income, net on the Consolidated Statements of Comprehensive Income.
 November 30, 2017 August 31, 2017
 Carrying Value Fair Value Carrying Value Fair Value
Senior unsecured public notes, net of unamortized discount and deferred costs$349.2
 $374.1
 $349.1
 $379.7
Industrial revenue bond4.0
 4.0
 4.0
 4.0
Bank loans3.7
 3.7
 3.8
 3.8
The senior unsecured public notes are carried at the outstanding balance, net of unamortized bond discount and deferred costs, as of the end of the reporting period. Fair value is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2).
The industrial revenue bond is carried at the outstanding balance as of the end of the reporting period. The industrial revenue bond is a tax-exempt, variable-rate instrument that resets on a weekly basis; therefore, the Company estimates that the face amount of the bond approximates fair value as of February 28,November 30, 2017 based on bonds of similar terms and maturity (Level 2).
The bank loans are carried at the outstanding balance as of the end of the reporting period. Fair value is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2).
ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value to the Company. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating the Company’s management of liquidity and other risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

6.5.Goodwill and Intangible Assets
Through multiple acquisitions, the Company acquired intangible assets consisting primarily of trademarks and trade names associated with specific products with finite lives, definite-lived distribution networks, patented technology, non-compete agreements, and customer relationships, which are amortized over their estimated useful lives. Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely.
The Company recorded amortization expense of $7.8$6.6 million and $6.0$5.9 million during the three months ended February 28,November 30, 2017 and February 29, 2016, respectively, and $13.7 million and $11.0 million during the six months ended February 28, 2017 and February 29, 2016, respectively. Amortization expense is generally recorded on a straight-line basis and is expected to be approximately $26.2 million in fiscal 2018, $26.1 million in fiscal 2017, $25.1 million in fiscal 2018, $25.1 million in fiscal 2019, $24.7$25.8 million in fiscal 2020, and $24.6$23.0 million in fiscal 2021.
During the current quarter, the Company finalized the purchase accounting allocation for Juno Lighting. As a result, the Company recorded $1.92021, and $21.2 million of additional amortization expense to reflect the amortization that would have been recognized in previous periods if the adjustment to intangibles was recognized as of the acquisition date. Additionally, amortization expense recorded by the Company, as well as expected amortization expense, include a preliminary estimate related to intangibles acquired with DGLogik. This amount is deemed to be provisional until disclosed otherwise, as the Company continues to gather information related to the identification and valuation offiscal 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

intangible assets acquired. Refer to the Acquisitions & Investments footnote for additional information regarding the preliminary purchase price allocations for these acquisitions.
The change in the carrying amount of goodwill during the sixthree months ended February 28,November 30, 2017 is summarized below (in millions):
Balance at August 31, 2016$947.8
Adjustments to provisional amounts(50.5)
Foreign currency translation adjustments(4.0)
Balance at February 28, 2017$893.3
Balance at August 31, 2017$900.9
Foreign currency translation adjustments(4.4)
Balance at November 30, 2017$896.5
Further discussion of the Company’s goodwill and other intangible assets is included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.

7.6.Inventories
Inventories include materials, labor, in-bound freight, and related manufacturing overhead, are stated at the lower of cost (on a first-in, first-out or average cost basis) or market, and consist of the following (in millions):
February 28, 2017 August 31, 2016November 30, 2017 August 31, 2017
Raw materials, supplies, and work in process (1)
$194.6
 $170.3
$176.4
 $176.5
Finished goods185.2
 145.3
193.1
 180.8
Inventories excluding reserves379.8
 315.6
369.5
 357.3
Less: reserves(26.1) (20.4)
Less: Reserves(29.9) (28.7)
Total inventories$353.7
 $295.2
$339.6
 $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 to beis meaningful information.

8.7.Earnings Per Share
Prior to fiscal 2017, basic earnings per share was computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding, which was modified to include the effects of all participating securities during the period, as prescribed by the two-class method under ASC Topic 260, Earnings Per Share (“ASC 260”). Participating securities included unvested share-based payment awards with a right to receive nonforfeitable dividends. The equity plan approved by stockholders in January 2013 changed the dividend provisions, causing share-based payment awards to lose the right to receive nonforfeitable dividends. Due to this change, any shares granted after January 2013 were not participating securities as prescribed by the two-class method under ASC 260 and were accounted for in the diluted earnings per share calculation described below.
The impact of participating securities was not material for the three and six months ended February 28, 2017. Therefore, basicBasic earnings per share for thesethe periods presented is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed similarly but reflects the potential dilution that would occur if dilutive options were exercised, all unvested share-based payment awards were vested, and other distributions related to deferred stock agreements were incurred.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table calculates basic earnings per common share and diluted earnings per common share for the three and six months ended February 28,November 30, 2017 and February 29, 2016 (in millions, except per share data):
Three Months Ended Six Months EndedThree Months Ended
February 28, 2017 February 29, 2016 February 28, 2017 February 29, 2016November 30, 2017 November 30, 2016
Net income$67.3
 $65.5
 $149.0
 $133.9
$71.5
 $81.7
Basic weighted average shares outstanding43.8
 43.5
 43.8
 43.4
41.9
 43.8
Common stock equivalents0.2
 0.3
 0.2
 0.3
0.2
 0.2
Diluted weighted average shares outstanding44.0

43.8
 44.0
 43.7
42.1

44.0
Basic earnings per share$1.54
 $1.50
 $3.40
 $3.08
$1.71
 $1.87
Diluted earnings per share$1.53

$1.49

$3.39

$3.06
$1.70

$1.86
The following table presents stock options and restricted stock awards that were excluded from the diluted earnings per share calculation for the three and six months ended February 28,November 30, 2017 and February 29, 2016 as the effect of inclusion would have been antidilutive:
Three Months Ended Six Months EndedThree Months Ended
February 28, 2017 February 29, 2016 February 28, 2017 February 29, 2016November 30, 2017 November 30, 2016
Stock options128,867
 71,115
 105,047
 49,624
163,812
 81,487
Restricted stock awards103,752
 2,965
 78,188
 63,305
211,576
 25,994

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Further discussion of the Company’s stock options and restricted stock awards is included within the Common Stock and Related Matters and Share-BasedShare-based Payments footnotes of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.

9.    Comprehensive Income
8.Comprehensive Income
Comprehensive income represents a measure of all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. Other comprehensive income (loss) for the Company includes foreign currency translation and pension adjustments.
The following table presents the changes in each component of accumulated other comprehensive income (loss) during the sixthree months ended February 28,November 30, 2017 (in millions):
  Foreign Currency Items  Defined Benefit Pension Plans  Accumulated Other Comprehensive Loss Items
Balance at August 31, 2016$(47.7) $(91.7) $(139.4)
Other comprehensive loss before reclassifications(8.6) —
 (8.6)
Amounts reclassified from accumulated other comprehensive income—
 4.1
 4.1
Net current period other comprehensive (loss) income(8.6) 4.1
 (4.5)
Balance at February 28, 2017$(56.3) $(87.6) $(143.9)


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

  Foreign Currency Items  Defined Benefit Pension Plans  Accumulated Other Comprehensive Loss Items
Balance at August 31, 2017$(28.7) $(71.0) $(99.7)
Other comprehensive loss before reclassifications(10.5) —
 (10.5)
Amounts reclassified from accumulated other comprehensive income—
 1.6
 1.6
Net current period other comprehensive (loss) income(10.5) 1.6
 (8.9)
Balance at November 30, 2017$(39.2) $(69.4) $(108.6)
The following tables presenttable presents the tax expense or benefit allocated to each component of other comprehensive income (loss) for the three and six months ended February 28,November 30, 2017 and February 29, 2016 (in millions):
Three Months EndedThree Months Ended
February 28, 2017 February 29, 2016November 30, 2017 November 30, 2016
 Before Tax Amount  Tax (Expense) Benefit  Net of Tax Amount  Before Tax Amount  Tax (Expense) Benefit  Net of Tax Amount Before Tax Amount  Tax (Expense) Benefit  Net of Tax Amount  Before Tax Amount  Tax (Expense) Benefit  Net of Tax Amount
Foreign currency translation adjustments$3.3
 $—
 $3.3
 $(9.2) $—
 $(9.2)$(10.5) $—
 $(10.5) $(11.9) $—
 $(11.9)
Defined benefit pension plans:                      
Amortization of defined benefit pension items:                      
Prior service cost0.8
(1) 
(0.2) 0.6
 0.8
(1) 
(0.3) 0.5
Actuarial losses2.2
(1) 
(0.7) 1.5
 1.2
(1) 
(0.4) 0.8
Total defined benefit pension plans, net3.0
 (0.9) 2.1
 2.0
 (0.7) 1.3
Other comprehensive income (loss)$6.3
 $(0.9) $5.4
 $(7.2) $(0.7) $(7.9)
           
Six Months Ended
February 28, 2017 February 29, 2016
 Before Tax Amount  Tax (Expense) Benefit  Net of Tax Amount  Before Tax Amount  Tax (Expense) Benefit  Net of Tax Amount
Foreign currency translation adjustments$(8.6) $—
 $(8.6) $(13.4) $—
 $(13.4)
Defined benefit pension plans:           
Amortization of defined benefit pension items:           
Prior service cost1.6
(1) 
(0.5) 1.1
 1.6
(1) 
(0.5) 1.1
Actuarial losses4.4
(1) 
(1.4) 3.0
 2.5
(1) 
(0.9) 1.6
Prior service cost (1)
0.8
 (0.3) 0.5
 0.8
 (0.3) 0.5
Actuarial losses (1)
1.7
 (0.6) 1.1
 2.2
 (0.7) 1.5
Total defined benefit pension plans, net6.0
 (1.9) 4.1
 4.1
 (1.4) 2.7
2.5
 (0.9) 1.6
 3.0
 (1.0) 2.0
Other comprehensive loss$(2.6) $(1.9) $(4.5) $(9.3) $(1.4) $(10.7)$(8.0) $(0.9) $(8.9) $(8.9) $(1.0) $(9.9)

(1) 
These accumulatedThe before tax amount of these other comprehensive income (loss) components areis included in net periodic pension cost. See Pension and Profit Sharing Plans footnote within the Notes to Consolidated Financial Statements for additional details.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

10.9.Debt
Lines of Credit
On August 27, 2014, the Company executed a $250.0 million revolving credit facility (the “Revolving Credit Facility”). The Revolving Credit Facility will mature, and all amounts outstanding will be due and payable, on August 27, 2019. Generally, amounts outstanding under the Revolving Credit Facility bear interest at a Eurocurrency Rate. Eurocurrency Rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to the London Inter Bank Offered Rate (“LIBOR”) for the applicable currency plus a margin as determined by the Company's leverage ratio (“Applicable Margin”). The Applicable Margin is based on the Company’s leverage ratio, as defined in the Revolving Credit Facility, with such margin ranging from 1.000% to 1.575%. The Company had no borrowings outstanding under the Revolving Credit Facility as of November 30, 2017. Additionally, the Company is required to pay certain fees in connection with the Revolving Credit Facility, including administrative service fees and an annual facility fee. The annual facility fee is payable quarterly, in arrears, and is determined by the Company’s leverage ratio as defined in the Revolving Credit Facility. This facility fee ranges from 0.125% to 0.300% of the aggregate $250.0 million commitment of the lenders under the Revolving Credit Facility.
The Revolving Credit Facility contains financial covenants, including a minimum interest coverage ratio (“Minimum Interest Coverage Ratio”) and a leverage ratio (“Maximum Leverage Ratio”) of total indebtedness to earnings before interest, taxes, depreciation, and amortization expense (“EBITDA”), as such terms are defined in the Revolving Credit Facility agreement. 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 Minimum Interest Coverage Ratio of 2.50 and a Maximum Leverage Ratio of 3.50, subject to certain conditions defined in the financing agreement.
As of February 28,November 30, 2017, the Company was in compliance with all financial covenants under the Revolving Credit Facility. As of November 30, 2017, the Company had outstanding letters of credit totaling $10.2 million, primarily for securing collateral requirements under the Company's casualty insurance programs and for providing credit support for the Company’s industrial revenue bond (not an outstanding amount under the Revolving Credit Facility). At February 28,November 30, 2017, the Company had additional borrowing capacity under the Revolving Credit Facility of $243.9$244.7 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less outstanding letters of credit of $6.1$5.3 million issued under the Revolving Credit Facility. As of February 28, 2017, the Company had outstanding letters of credit totaling $11.0 million, primarily for securing collateral requirements under the casualty insurance programs for Acuity Brands and for providing credit support for the Company’s industrial revenue bond, including $6.1 million issued under the Revolving Credit Facility.
Generally, amounts outstanding under the Revolving Credit Facility bear interest at a Eurocurrency Rate. Eurocurrency Rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to the London Inter Bank Offered Rate (“LIBOR”) for the applicable

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

currency plus a margin as determined by the Company's leverage ratio (“Applicable Margin”). The Applicable Margin is based on the Company’s leverage ratio, as defined in the Revolving Credit Facility, with such margin ranging from 1.000% to 1.575%.
The Company is required to pay certain fees in connection with the Revolving Credit Facility, including administrative service fees and an annual facility fee. The annual facility fee is payable quarterly, in arrears, and is determined by the Company’s leverage ratio as defined in the Revolving Credit Facility. This facility fee ranges from 0.125% to 0.300% of the aggregate $250.0 million commitment of the lenders under the Revolving Credit Facility.
Long-term Debt
At February 28,November 30, 2017, the Company had $350.0 million of publicly-traded, senior unsecured notes outstanding at a 6% interest rate that are scheduled to mature in December 2019 (the “Notes”“Unsecured Notes”) and $4.0 million of tax-exempt industrial revenue bonds that are scheduled to mature in 2021. The Company also had $3.2$3.7 million outstanding under fixed-rate bank loans. Further discussion of the Company's long-term debt is included within the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.
Interest Expense, net
Interest expense, net, is comprised primarily of interest expense on long-term debt, obligations in connection with non-qualified retirement benefits, and Revolving Credit Facility borrowings, partially offset by interest income earned on cash and cash equivalents.
The following table summarizes the components of interest expense, net for the three and six months ended February 28,November 30, 2017 and February 29, 2016 (in millions):
Three Months Ended Six Months EndedThree Months Ended
February 28, 2017 February 29, 2016 February 28, 2017 February 29, 2016November 30, 2017 November 30, 2016
Interest expense$8.5
 $8.3
 $17.1
 $16.6
$8.7
 $8.6
Interest income(0.5) (0.1) (0.9) (0.5)(0.6) (0.4)
Interest expense, net$8.0
 $8.2
 $16.2
 $16.1
$8.1
 $8.2


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

11.10.Commitments and Contingencies
In the normal course of business, the Company is subject to the effects of certain contractual stipulations, events, transactions, and laws and regulations that may, at times, require the recognition of liabilities, such as those related to self-insurance reserves and claims, legal and contractual issues, environmental laws and regulations, guarantees, and indemnities. The Company establishes reserves when the associated costs related to uncertainties or guarantees become probable and can be reasonably estimated. For the period ended February 28,November 30, 2017, no material changes have occurred in the Company's reserves for self-insurance, litigation, environmental matters, guarantees and indemnities, or relevant events and circumstances, from those disclosed in the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements within the Company's Form 10-K.
Trade Compliance Matters
Prior toIn the closecourse of routine reviews of import and export activity, the acquisition, Distech Controls discovered shipments by it and its subsidiaries during the past five years of standard commercial building control products directly or indirectly to customers in a country that may constitute violations of U.S. and Canadian sanctions or export regulations, including those administered by the U.S. Office of Foreign Asset Control (“OFAC”) and the Export Controls Division of the Canadian Department of Foreign Affairs, Trade and Development (“DFATD”). Distech Controls estimatesCompany determined that it received total revenuemisclassified and/or inaccurately valued certain international shipments of approximately $0.3 million from these shipments. Distech Controls has voluntarily self-reported the potential violations to OFAC and DFATD and retained outside counsel that conducted an investigation of the matter and filed a full voluntary disclosure with these agencies.products. The Company has assessed the matter and implemented related ongoing compliance and remediation efforts.
The Company intends to fully cooperate with respect to any investigations by governmental agencies of the potential violations. The former shareholders of Distech Controls have jointly agreed to indemnify the Company for

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

damages, if any, asis conducting a result of, in respect of, connected with or arising out of the potential violations or any inaccuracy or breach of the representations made by Distech Controls to the Company related thereto, up to a specified aggregate amount, which is not material to the Company's consolidated financial statements. These indemnity obligations are supported by an escrow account containing proceeds from the transaction equal to the specified aggregate amount. The Company currently believes that this indemnity will be sufficient to cover any damages related to the potential violations and the costs and expenses related to the investigation thereof and any related remedial actions. The Company therefore does not expect this matter to have a material adverse effect on the business, financial condition, cash flow, or results of operations of the Company. There can be no assurance, however, that actual damages, costs and expenses will not be in excess of the indemnity or that the Company and its affiliates will not be subject to other damages, including but not limited to damage to the Company's reputation or monetary or non-monetary penalties as permitted under applicable trade laws, that may not be fully covered by the indemnity. Estimated liabilities for legal fees as well as potential fines or penalties related to this matter are included in Other accrued liabilities within the Consolidated Balance Sheets.
Additionally, through adetailed review of shipmentthis activity at other subsidiaries, the Company discovered that it may have misclassified certain shipments of component parts to its manufacturing facilities under applicable import/export regulations. Although no claim has been asserted against the Company, the Company is reviewing these shipments to determine the extent of any liabilities and the extent of availableappropriate remedial measures. TheAt this time, the Company is unable at this time to determine the likelihood or amount of any loss associated with the misclassification of these shipments.
Product Warranty and Recall Costs
Acuity BrandsThe Company's products generally have a standard warranty term of five years. The Company records an allowance for the estimated amount of future warranty costs when the related revenue is recognized. Estimated costs related to product recalls based on a formal campaign soliciting repair or return of that product are accrued when they are deemed to be probable and can be reasonably estimated. Estimated future warranty and recall costs are primarily based on historical experience of identified warranty and recall claims. In certain limited cases, the Company has warranty arrangements for terms that exceed the standard term. Given that these longer-term warranties are not included in the Company’s historical experience, the Company utilizes estimated failure rates from industry sources to determine the potential future warranty cost. However, there can be no assurance that future warranty or recall costs will not exceed historical amounts or that new technology products, which may include extended warranties, may not generate unexpected costs. If actual future warranty or recall costs exceed historical amounts, additional allowances may be required, which could have a material adverse impact on the Company’s results of operations and cash flows.
Reserves for product warranty and recall costs are included in Other accrued liabilities and Other long-term liabilities on the Consolidated Balance Sheets. The changes in the reserves for product warranty and recall costs during the sixthree months ended February 28,November 30, 2017 and February 29, 2016 are summarized as follows (in millions):
Six Months EndedThree Months Ended
February 28, 2017 February 29, 2016November 30, 2017 November 30, 2016
Beginning balance$15.5
 $9.6
$22.0
 $15.5
Warranty and recall costs17.2
 9.5
8.6
 9.2
Payments and other deductions(14.3) (8.2)(6.7) (7.2)
Acquired warranty and recall liabilities—
 0.3
Ending balance$18.4
 $11.2
$23.9
 $17.5
Securities Class Action
On January 3, 2018, a shareholder filed a class action complaint in the United States District Court for the District of Delaware against the Company and certain of its officers on behalf of all persons who purchased or otherwise acquired the Company’s stock between June 29, 2016 and April 3, 2017. The complaint alleges that the defendants violated the federal securities laws by making false or misleading statements and/or omitting to disclose material adverse facts that (i) concealed known trends negatively impacting sales of the Company’s products and (ii) overstated the Company’s ability to achieve profitable sales growth. The plaintiff seeks class certification, unspecified monetary damages, costs, and attorneys’ fees. The Company disputes the allegations in the complaint and intends to vigorously defend against the claims. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from the matter described above.

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Other Litigation
The Company is subject to various other legal claims arising in the normal course of business, including patent infringement, employment matters, and product liability claims. Based on information currently available, it is the opinion of management that the ultimate resolution of any such pending and threatened legal proceedings will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. However, in the event of unexpected future developments, it is possible that the ultimate resolution of any such matters, if unfavorable, could have a material adverse effect on the financial condition, results of operations, or cash flows of the Company in future periods. The Company establishes reserves for legal claims when associated costs become probable and can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher than the amounts reserved for such claims. However, the Company cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the amounts reserved.

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

12.11.Share-based Payments
The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors of the Company, including stock options and restricted shares (all part of the Company's equity incentive plan), and share units representing certain deferrals into the Company's director deferred compensation plan or the Company's supplemental deferred savings plan.
The following table presents share-based payment expense and new shares issued upon exercise of stock options for the three and six months ended February 28,November 30, 2017 and February 29, 2016 (in millions, except shares):
Three Months Ended Six Months EndedThree Months Ended
February 28, 2017 February 29, 2016 February 28, 2017 February 29, 2016November 30, 2017 November 30, 2016
Share-based payment expense$8.1
 $6.6
 $16.0
 $13.0
$8.5
 $7.9
Shares issued from option exercises—
 —
 12,030
 117,289
6,156
 12,030
Further details regarding each of these award programs and the Company's share-based payments are included within the Share-BasedShare-based Payments footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.

13.    Pension Plans
12.Pension Plans
The Company has several pension plans, both qualified and non-qualified, covering certain hourly and salaried employees. Benefits paid under these plans are based generally on employees’ years of service and/or compensation during the final years of employment. Plan assets are invested primarily in equity and fixed income securities.
Net periodic pension cost for the Company’s defined benefit pension plans during the three and six months ended February 28,November 30, 2017 and February 29, 2016 included the following components before tax (in millions):
Three Months Ended Six Months EndedThree Months Ended
February 28, 2017 February 29, 2016 February 28, 2017 February 29, 2016November 30, 2017 November 30, 2016
Service cost$0.9
 $0.9
 $1.8
 $1.8
$0.7
 $0.9
Interest cost2.0
 2.4
 4.0
 4.8
2.2
 2.0
Expected return on plan assets(2.8) (2.8) (5.6) (5.6)(3.1) (2.8)
Amortization of prior service cost0.8
 0.8
 1.6
 1.6
0.8
 0.8
Recognized actuarial loss2.2
 1.2
 4.4
 2.5
1.7
 2.2
Net periodic pension cost$3.1
 $2.5
 $6.2
 $5.1
$2.3
 $3.1
Further details regarding the Company's pension plans are included within the Pension and Defined Contribution Plans footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K.


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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

14.13.Special Charge
During fiscal 2017, and 2016, the Company recordedrecognized pre-tax special charges consisting primarily of severance and employee-related benefit costs for actions initiated to streamline the organization, including the integrationelimination of recent acquisitions. These streamlining activities include the consolidation of selected production activitiescertain operations and positions following a realignment of certain responsibilities, primarilythe Company's operating structure, including positions within various selling, distribution, and administrative (“SD&A”) departments. During fiscal 2016, the Company recognized pre-tax special charges primarily related to the Company's continued efforts to integrate recent acquisitions and to streamline the organization by realigning certain responsibilities primarily within various SD&A departments, as well as the consolidation of certain production activities. The Company expects that these actions to streamline its business activities in addition to those taken in previous fiscal years will allow it to reduce spending in certain areas while permitting continued investment in future growth initiatives, such as new products, expanded market presence, and technology and innovation. The Company did not initiate any such actions during the first quarter of fiscal 2018.
The details of the special charge during the three and six months ended February 28,November 30, 2017 and February 29, 2016 are summarized as follows (in millions):
 Three Months Ended Six Months Ended
 February 28, 2017 February 29, 2016 February 28, 2017 February 29, 2016
Severance and employee-related costs$—
 $0.1
 $(0.2) $0.5
Lease termination costs—
 —
 1.1
 —
Production transfer costs—
 —
 0.3
 —
Special charge$—
 $0.1
 $1.2
 $0.5
 Three Months Ended
 November 30, 2017 November 30, 2016
Severance and employee-related costs$0.2
 $(0.2)
Lease termination and other costs—
 1.4
Total special charges$0.2
 $1.2
As of February 28,November 30, 2017, remaining restructuring reserves were $3.3$10.2 million and are included in Accrued compensation and Other long-term liabilities on the Consolidated Balance Sheets. The changes in the reserves related to these programs during the sixthree months ended February 28,November 30, 2017 are summarized as follows (in millions):
 Severance and Employee-Related Costs Lease Termination Costs Total Restructuring Reserves
Balance at August 31, 2016$6.4
 $0.2
 $6.6
Costs incurred(0.2) 1.1
 0.9
Payments made during the period(3.7) (0.5) (4.2)
Balance at February 28, 2017$2.5
 $0.8
 $3.3
 Fiscal 2017 Actions Fiscal 2016 Actions Total
Balance at August 31, 2017$11.2
 $1.4
 $12.6
Severance costs0.2
 —
 0.2
Payments made during the period(2.1) (0.5) (2.6)
Balance at November 30, 2017$9.3
 $0.9
 $10.2

14.Subsequent Events
On December 22, 2017, the President of the U.S. signed into law the Tax Cuts and Jobs Act (H.R. 1) (the “Act”), which is expected to have a materially favorable impact to the Company's net income, cash flows, and diluted earnings per share in future periods. The Act reduces the federal corporate tax rate from 35% to 21% effective January 1, 2018. Additionally, the Company will be required to evaluate the Act's impact on certain discrete items, including the remeasurement of the Company's net deferred tax liabilities and the taxation of the Company's accumulated unremitted foreign earnings. The Company is currently reviewing the components of the Act and evaluating its impact on its financial position, operations, and future cash flows.



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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

15.Supplemental Guarantor Condensed Consolidating Financial Statements
In December 2009, ABL, the 100% owned and principal operating subsidiary of the Company,Acuity Brands, refinanced the then current outstanding debt through the issuance of the Notes. See Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements within the Company’s Form 10-K for further information.
In accordance with the registration rights agreement by and between ABL and the guarantors to the Notes and the initial purchasers of the Notes, ABL and the guarantors to the Notes filed a registration statement with the SEC for an offer to exchange the Notes for an issue of SEC-registered notes with identical terms. Due to the filing of the registration statement and offer to exchange, the Company determined the need for compliance with Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). In lieu of providing separate audited financial statements for ABL and ABL IP Holding, the Company has included the accompanying Condensed Consolidating Financial Statements in accordance with Rule 3-10(d) of SEC Regulation S-X since the Notes are fully and unconditionally guaranteed by Acuity Brands and ABL IP Holding. The column marked “Parent” represents the financial condition, results of operations, and cash flows of Acuity Brands. The column marked “Subsidiary Issuer” represents the financial condition, results of operations, and cash flows of ABL. The column entitled “Subsidiary Guarantor” represents the financial condition, results of operations, and cash flows of ABL IP Holding. Lastly, the column listed as “Non-Guarantors” includes the financial condition, results of operations, and cash flows of the non-guarantor direct and indirect subsidiaries of Acuity Brands, which consist primarily of foreign subsidiaries. EliminationsConsolidating adjustments were necessary in order to arrive at consolidated amounts. In addition, the equity method of accounting was used to calculate investments in subsidiaries. Accordingly, this basis of presentation is not intended to present the Company's financial condition, results of operations, or cash flows for any purpose other than to comply with the specific requirements for parent-subsidiary guarantor reporting.


16
14
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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEETS
(In millions)
February 28, 2017November 30, 2017
Parent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments ConsolidatedParent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments Consolidated
ASSETS
Current assets: 
  
  
  
  
  
 
  
  
  
  
  
Cash and cash equivalents$399.9
 $—
 $—
 $63.3
 $—
 $463.2
$364.8
 $—
 $—
 $63.8
 $—
 $428.6
Accounts receivable, net—
 437.7
 —
 63.2
 —
 500.9
—
 443.5
 —
 70.8
 —
 514.3
Inventories—
 328.8
 —
 24.9
 —
 353.7
—
 314.5
 —
 25.1
 —
 339.6
Other current assets13.3
 13.8
 —
 19.0
 —
 46.1
11.0
 14.8
 —
 15.5
 —
 41.3
Total current assets413.2
 780.3
 —
 170.4
 —
 1,363.9
375.8
 772.8
 —
 175.2
 —
 1,323.8
Property, plant, and equipment, net0.3
 226.4
 —
 51.1
 —
 277.8
0.3
 227.0
 —
 58.8
 —
 286.1
Goodwill—
 685.4
 2.7
 205.2
 —
 893.3
—
 677.5
 2.7
 216.3
 —
 896.5
Intangible assets, net—
 241.8
 111.6
 93.0
 —
 446.4
—
 232.5
 108.9
 98.5
 —
 439.9
Deferred income taxes19.4
 —
 —
 6.6
 (21.3) 4.7
51.5
 —
 —
 7.9
 (56.1) 3.3
Other long-term assets0.1
 11.5
 —
 1.4
 —
 13.0
0.2
 9.3
 —
 2.3
 —
 11.8
Investments in and amounts due from affiliates1,478.6
 347.8
 219.0
 —
 (2,045.4) —
1,469.7
 459.4
 244.0
 —
 (2,173.1) —
Total assets$1,911.6
 $2,293.2
 $333.3
 $527.7
 $(2,066.7) $2,999.1
$1,897.5
 $2,378.5
 $355.6
 $559.0
 $(2,229.2) $2,961.4
                      
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities: 
  
  
  
  
  
 
  
  
  
  
  
Accounts payable$0.8
 $337.6
 $—
 $27.1
 $—
 $365.5
$0.3
 $340.5
 $—
 $23.8
 $—
 $364.6
Current maturities of long-term debt—
 —
 —
 0.3
 —
 0.3
—
 —
 —
 0.4
 —
 0.4
Other accrued liabilities7.6
 141.4
 —
 32.0
 —
 181.0
65.5
 126.1
 —
 38.3
 —
 229.9
Total current liabilities8.4
 479.0
 —
 59.4
 —
 546.8
65.8
 466.6
 —
 62.5
 —
 594.9
Long-term debt—
 352.9
 —
 2.9
 —
 355.8
—
 353.2
 —
 3.3
 —
 356.5
Deferred income taxes—
 95.8
 —
 28.0
 (21.3) 102.5
—
 134.6
 —
 29.8
 (56.1) 108.3
Other long-term liabilities98.4
 64.4
 —
 26.4
 —
 189.2
105.6
 49.7
 —
 20.3
 —
 175.6
Amounts due to affiliates—
 —
 —
 108.9
 (108.9) —
—
 —
 —
 117.4
 (117.4) —
Total stockholders’ equity1,804.8
 1,301.1
 333.3
 302.1
 (1,936.5) 1,804.8
1,726.1
 1,374.4
 355.6
 325.7
 (2,055.7) 1,726.1
Total liabilities and stockholders’ equity$1,911.6
 $2,293.2
 $333.3
 $527.7
 $(2,066.7) $2,999.1
$1,897.5
 $2,378.5
 $355.6
 $559.0
 $(2,229.2) $2,961.4

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONDENSED CONSOLIDATING BALANCE SHEETS
(In millions)
August 31, 2016August 31, 2017
Parent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments ConsolidatedParent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments Consolidated
ASSETS
Current assets: 
  
  
  
  
  
 
  
  
  
  
  
Cash and cash equivalents$368.2
 $—
 $—
 $45.0
 $—
 $413.2
$237.7
 $—
 $—
 $73.4
 $—
 $311.1
Accounts receivable, net—
 503.0
 —
 69.8
 —
 572.8
—
 494.6
 —
 78.7
 —
 573.3
Inventories—
 274.7
 —
 20.5
 —
 295.2
—
 305.5
 —
 23.1
 —
 328.6
Other current assets2.5
 14.3
 —
 24.9
 —
 41.7
1.6
 15.8
 —
 15.2
 —
 32.6
Total current assets370.7
 792.0
 —
 160.2
 —
 1,322.9
239.3
 815.9
 —
 190.4
 —
 1,245.6
Property, plant, and equipment, net0.3
 217.8
 —
 49.7
 —
 267.8
0.2
 228.3
 —
 59.2
 —
 287.7
Goodwill—
 735.8
 2.7
 209.3
 —
 947.8
—
 677.7
 2.7
 220.5
 —
 900.9
Intangible assets, net—
 168.1
 113.4
 99.9
 —
 381.4
—
 235.5
 109.8
 103.5
 —
 448.8
Deferred income taxes47.5
 —
 —
 6.5
 (48.9) 5.1
51.6
 —
 —
 8.0
 (56.2) 3.4
Other long-term assets1.4
 20.4
 —
 1.2
 —
 23.0
1.5
 10.9
 —
 0.8
 —
 13.2
Investments in and amounts due from affiliates1,347.6
 299.6
 200.5
 —
 (1,847.7) —
1,500.3
 330.4
 234.2
 —
 (2,064.9) —
Total assets$1,767.5
 $2,233.7
 $316.6
 $526.8
 $(1,896.6) $2,948.0
$1,792.9
 $2,298.7
 $346.7
 $582.4
 $(2,121.1) $2,899.6
                      
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities: 
  
  
  
  
  
 
  
  
  
  
  
Accounts payable$1.2
 $371.3
 $—
 $28.5
 $—
 $401.0
$0.9
 $366.4
 $—
 $27.8
 $—
 $395.1
Current maturities of long-term debt—
 —
 —
 0.2
 —
 $0.2
—
 —
 —
 0.4
 —
 0.4
Other accrued liabilities14.5
 215.4
 —
 41.4
 —
 271.3
27.6
 138.9
 —
 38.9
 —
 205.4
Total current liabilities15.7
 586.7
 —
 70.1
 —
 672.5
28.5
 505.3
 —
 67.1
 —
 600.9
Long-term debt—
 352.8
 —
 2.2
 —
 355.0
—
 353.1
 —
 3.4
 —
 356.5
Deferred income taxes—
 95.5
 —
 28.0
 (48.9) 74.6
—
 134.6
 —
 29.8
 (56.2) 108.2
Other long-term liabilities92.0
 64.8
 —
 29.3
 —
 186.1
98.7
 49.3
 —
 20.4
 —
 168.4
Amounts due to affiliates—
 —
 —
 96.9
 (96.9) —
—
 —
 —
 128.8
 (128.8) —
Total stockholders’ equity1,659.8
 1,133.9
 316.6
 300.3
 (1,750.8) 1,659.8
1,665.7
 1,256.4
 346.7
 332.9
 (1,936.1) 1,665.6
Total liabilities and stockholders’ equity$1,767.5
 $2,233.7
 $316.6
 $526.8
 $(1,896.6) $2,948.0
$1,792.9
 $2,298.7
 $346.7
 $582.4
 $(2,121.1) $2,899.6

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Three Months Ended February 28, 2017Three Months Ended November 30, 2017
Parent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments ConsolidatedParent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments Consolidated
Net sales: 
  
  
  
  
  
 
  
  
  
  
  
External sales$—
 $712.7
 $—
 $92.0
 $—
 $804.7
$—
 $744.2
 $—
 $98.6
 $—
 $842.8
Intercompany sales—
 —
 11.7
 37.0
 (48.7) —
—
 —
 12.0
 43.5
 (55.5) —
Total sales—
 712.7
 11.7
 129.0
 (48.7) 804.7
—
 744.2
 12.0
 142.1
 (55.5) 842.8
Cost of products sold—
 406.8
 —
 97.7
 (35.6) 468.9
—
 429.8
 —
 104.9
 (42.1) 492.6
Gross profit—
 305.9
 11.7
 31.3
 (13.1) 335.8
—
 314.4
 12.0
 37.2
 (13.4) 350.2
Selling, distribution, and administrative expenses12.6
 196.3
 0.9
 31.0
 (13.0) 227.8
12.7
 194.7
 0.8
 36.6
 (13.4) 231.4
Intercompany charges(0.8) 0.2
 —
 0.6
 —
 —
(1.0) (0.5) —
 1.5
 —
 —
Special charge—
 0.2
 —
 —
 —
 0.2
Operating (loss) profit(11.8) 109.4
 10.8
 (0.3) (0.1) 108.0
(11.7) 120.0
 11.2
 (0.9) —
 118.6
Interest expense, net2.7
 4.0
 —
 1.3
 —
 8.0
2.7
 4.0
 —
 1.4
 —
 8.1
Equity earnings in subsidiaries(76.7) 1.2
 —
 —
 75.5
 —
(80.9) (1.1) —
 —
 82.0
 —
Miscellaneous expense (income), net—
 0.8
 —
 (0.2) —
 0.6
—
 0.8
 —
 (1.2) —
 (0.4)
Income (loss) before provision for income taxes62.2
 103.4
 10.8
 (1.4) (75.6) 99.4
66.5
 116.3
 11.2
 (1.1) (82.0) 110.9
(Benefit) provision for income taxes(5.1) 32.4
 3.8
 1.0
 —
 32.1
(5.0) 42.2
 2.2
 —
 —
 39.4
Net income (loss)67.3
 71.0
 7.0
 (2.4) (75.6) 67.3
71.5
 74.1
 9.0
 (1.1) (82.0) 71.5
                      
Other comprehensive income (loss) items:                      
Foreign currency translation adjustments3.3
 3.3
 —
 —
 (3.3) 3.3
(10.5) (10.5) —
 —
 10.5
 (10.5)
Defined benefit pension plans, net2.1
 0.7
 —
 0.7
 (1.4) 2.1
1.6
 1.2
 —
 0.4
 (1.6) 1.6
Other comprehensive income items, net of tax5.4
 4.0
 —
 0.7
 (4.7) 5.4
Other comprehensive (loss) income items, net of tax(8.9) (9.3) —
 0.4
 8.9
 (8.9)
Comprehensive income (loss)$72.7
 $75.0
 $7.0
 $(1.7) $(80.3) $72.7
$62.6
 $64.8
 $9.0
 $(0.7) $(73.1) $62.6

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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Three Months Ended February 29, 2016Three Months Ended November 30, 2016
Parent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments ConsolidatedParent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments Consolidated
Net sales: 
  
  
  
  
  
 
  
  
  
  
  
External sales$—
 $693.1
 $—
 $84.7
 $—
 $777.8
$—
 $746.3
 $—
 $104.9
 $—
 $851.2
Intercompany sales—
 —
 11.4
 29.5
 (40.9) —
—
 —
 11.5
 51.6
 (63.1) —
Total sales—
 693.1
 11.4
 114.2
 (40.9) 777.8
—
 746.3
 11.5
 156.5
 (63.1) 851.2
Cost of products sold—
 380.5
 —
 88.8
 (28.4) 440.9
—
 426.9
 —
 114.9
 (50.2) 491.6
Gross profit—
 312.6
 11.4
 25.4
 (12.5) 336.9
—
 319.4
 11.5
 41.6
 (12.9) 359.6
Selling, distribution, and administrative expenses11.1
 202.3
 1.0
 28.2
 (12.5) 230.1
11.8
 199.9
 0.9
 32.1
 (12.9) 231.8
Intercompany charges(0.8) 0.3
 —
 0.5
 —
 —
(1.2) 0.2
 —
 1.0
 —
 —
Special charge—
 0.1
 —
 —
 —
 0.1
—
 1.2
 —
 —
 —
 1.2
Operating (loss) profit(10.3) 109.9
 10.4
 (3.3) —
 106.7
(10.6) 118.1
 10.6
 8.5
 —
 126.6
Interest expense, net2.7
 4.1
 —
 1.4
 —
 8.2
2.8
 4.0
 —
 1.4
 —
 8.2
Equity earnings in subsidiaries(73.8) 1.1
 —
 0.1
 72.6
 —
(90.4) (9.1) —
 0.2
 99.3
 —
Miscellaneous income, net—
 (0.8) —
 (0.3) —
 (1.1)—
 (7.3) —
 (0.6) —
 (7.9)
Income (loss) before provision for income taxes60.8
 105.5
 10.4
 (4.5) (72.6) 99.6
Income before provision for income taxes77.0
 130.5
 10.6
 7.5
 (99.3) 126.3
(Benefit) provision for income taxes(4.7) 35.9
 4.2
 (1.3) —
 34.1
(4.7) 47.8
 0.9
 0.6
 —
 44.6
Net income (loss)65.5
 69.6
 6.2
 (3.2) (72.6) 65.5
Net income81.7
 82.7
 9.7
 6.9
 (99.3) 81.7
                      
Other comprehensive income (loss) items:                      
Foreign currency translation adjustments(9.2) (9.2) —
 —
 9.2
 (9.2)(11.9) (11.9) —
 —
 11.9
 (11.9)
Defined benefit pension plans, net1.3
 0.4
 —
 0.3
 (0.7) 1.3
2.0
 0.7
 —
 0.7
 (1.4) 2.0
Other comprehensive (loss) income items, net of tax(7.9) (8.8) —
 0.3
 8.5
 (7.9)(9.9) (11.2) —
 0.7
 10.5
 (9.9)
Comprehensive income (loss)$57.6
 $60.8
 $6.2
 $(2.9) $(64.1) $57.6
Comprehensive income$71.8
 $71.5
 $9.7
 $7.6
 $(88.8) $71.8

20
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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
 Six Months Ended February 28, 2017
 Parent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments Consolidated
Net sales: 
  
  
  
  
  
External sales$—
 $1,459.0
 $—
 $196.9
 $—
 $1,655.9
Intercompany sales—
 —
 23.2
 88.6
 (111.8) —
Total sales—
 1,459.0
 23.2
 285.5
 (111.8) 1,655.9
Cost of products sold—
 833.7
 —
 212.6
 (85.8) 960.5
Gross profit—
 625.3
 23.2
 72.9
 (26.0) 695.4
Selling, distribution, and administrative expenses24.4
 396.2
 1.8
 63.1
 (25.9) 459.6
Intercompany charges(2.0) 0.4
 —
 1.6
 —
 —
 Special charge—
 1.2
 —
 —
 —
 1.2
Operating (loss) profit(22.4) 227.5
 21.4
 8.2
 (0.1) 234.6
Interest expense, net5.5
 8.0
 —
 2.7
 —
 16.2
Equity earnings in subsidiaries(167.1) (7.9) —
 0.2
 174.8
 —
Miscellaneous income, net—
 (6.5) —
 (0.8) —
 (7.3)
Income before provision for income taxes139.2
 233.9
 21.4
 6.1
 (174.9) 225.7
(Benefit) provision for income taxes(9.8) 80.2
 4.7
 1.6
 —
 76.7
Net income149.0
 153.7
 16.7
 4.5
 (174.9) 149.0
            
Other comprehensive income (loss) items:           
  Foreign currency translation adjustments(8.6) (8.6) —
 —
 8.6
 (8.6)
  Defined benefit pension plans, net4.1
 1.4
 —
 1.4
 (2.8) 4.1
Other comprehensive (loss) income items, net of tax(4.5) (7.2) —
 1.4
 5.8
 (4.5)
Comprehensive income$144.5
 $146.5
 $16.7
 $5.9
 $(169.1) $144.5

21
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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
 Six Months Ended February 29, 2016
 Parent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments Consolidated
Net sales: 
  
  
  
  
  
External sales$—
 $1,344.5
 $—
 $169.9
 $—
 $1,514.4
Intercompany sales—
 —
 22.2
 61.5
 (83.7) —
Total sales—
 1,344.5
 22.2
 231.4
 (83.7) 1,514.4
Cost of products sold—
 746.5
 —
 171.0
 (59.4) 858.1
Gross profit—
 598.0
 22.2
 60.4
 (24.3) 656.3
Selling, distribution, and administrative expenses22.1
 382.7
 2.0
 54.2
 (24.3) 436.7
Intercompany charges(1.6) 0.6
 —
 1.0
 —
 —
 Special charge—
 0.5
 —
 —
 —
 0.5
Operating (loss) profit(20.5) 214.2
 20.2
 5.2
 —
 219.1
Interest expense, net5.3
 8.1
 —
 2.7
 —
 16.1
Equity earnings in subsidiaries(150.5) (6.0) —
 0.2
 156.3
 —
Miscellaneous income, net—
 (0.7) —
 (1.1) —
 (1.8)
Income before provision for income taxes124.7
 212.8
 20.2
 3.4
 (156.3) 204.8
(Benefit) provision for income taxes(9.2) 71.3
 8.2
 0.6
 —
 70.9
Net income133.9
 141.5
 12.0
 2.8
 (156.3) 133.9
            
Other comprehensive income (loss) items:           
  Foreign currency translation adjustments(13.4) (13.4) —
 —
 13.4
 (13.4)
  Defined benefit pension plans, net2.7
 0.8
 —
 0.6
 (1.4) 2.7
Other comprehensive (loss) income items, net of tax(10.7) (12.6) —
 0.6
 12.0
 (10.7)
Comprehensive income$123.2
 $128.9
 $12.0
 $3.4
 $(144.3) $123.2

2218
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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(In millions)
Six Months Ended February 28, 2017Three Months Ended November 30, 2017
Parent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments ConsolidatedParent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments Consolidated
Net cash provided by operating activities$35.1
 $15.8
 $—
 $20.7
 $—
 $71.6
$137.8
 $5.8
 $—
 $(3.8) $—
 $139.8
Cash flows from investing activities:           
           
Purchases of property, plant, and equipment—
 (29.8) —
 (6.0) —
 (35.8)—
 (7.2) —
 (3.1) —
 (10.3)
Proceeds from sale of property, plant, and equipment—
 —
 —
 5.4
 —
 5.4
Proceeds from the sale of investment—
 13.2
 —
 —
 —
 13.2
Other investing activities—
 (0.2) —
 —
 —
 (0.2)
Net cash used for investing activities—
 (16.8) —
 (0.6) —
 (17.4)—
 (7.2) —
 (3.1) —
 (10.3)
Cash flows from financing activities: 
  
  
  
  
  
 
  
  
  
  
  
Issuance of long-term debt—
 —
 —
 0.9
 —
 0.9
Repayments of long-term debt—
 —
 —
 (0.1) —
 (0.1)
Proceeds from stock option exercises and other2.3
 —
 —
 —
 —
 2.3
0.8
 —
 —
 —
 —
 0.8
Repurchases of common stock(0.4) —
 —
 —
 —
 (0.4)
Excess tax benefits from share-based payments6.2
 —
 —
 —
 —
 6.2
Employee taxes on net settlement of equity awards(6.0) —
 —
 —
 —
 (6.0)
Dividends paid(11.5) —
 —
 —
 —
 (11.5)(5.5) —
 —
 —
 —
 (5.5)
Net cash (used for) provided by financing activities(3.4) —
 —
 0.9
 —
 (2.5)
Net cash used for financing activities(10.7) —
 —
 (0.1) —
 (10.8)
Effect of exchange rates changes on cash—
 1.0
 —
 (2.7) —
 (1.7)—
 1.4
 —
 (2.6) —
 (1.2)
Net change in cash and cash equivalents31.7
 —
 —
 18.3
 —
 50.0
127.1
 —
 —
 (9.6) —
 117.5
Cash and cash equivalents at beginning of period368.2
 —
 —
 45.0
 —
 413.2
237.7
 —
 —
 73.4
 —
 311.1
Cash and cash equivalents at end of period$399.9
 $—
 $—
 $63.3
 $—
 $463.2
$364.8
 $—
 $—
 $63.8
 $—
 $428.6

2319
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ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(In millions)
Six Months Ended February 29, 2016Three Months Ended November 30, 2016
Parent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments ConsolidatedParent 
Subsidiary
Issuer
 
Subsidiary
Guarantor
 
Non-
Guarantors
 Consolidating Adjustments Consolidated
Net cash provided by operating activities$77.3
 $46.0
 $—
 $(3.8) $—
 $119.5
$36.5
 $2.2
 $—
 $17.1
 $—
 $55.8
Cash flows from investing activities:  
   
   
   
   
  
           
Purchases of property, plant, and equipment—
 (38.3) —
 (5.5) —
 (43.8)—
 (16.5) —
 (3.0) —
 (19.5)
Proceeds from sale of property, plant, and equipment—
 0.1
 —
 2.1
 —
 2.2
—
 —
 —
 5.4
 —
 5.4
Investments in subsidiaries(380.3) 380.3
 —
 —
 —
 —
Acquisitions of business, net of cash acquired—
 (384.4) —
 (229.3) —
 (613.7)
Net cash used for investing activities(380.3) (42.3) —
 (232.7) —
 (655.3)
Proceeds from sale of investment—
 13.0
 —
 —
 —
 13.0
Net cash (used for) provided by investing activities—
 (3.5) —
 2.4
 —
 (1.1)
Cash flows from financing activities: 
  
  
  
  
  
 
  
  
  
  
  
Issuance of long-term debt—
 —
 —
 1.1
 —
 1.1
—
 —
 —
 0.9
 —
 0.9
Proceeds from stock option exercises and other6.2
 —
 —
 —
 —
 6.2
2.1
 —
 —
 —
 —
 2.1
Excess tax benefits from share-based payments14.3
 —
 —
 —
 —
 14.3
Repurchases of common stock(0.4) —
 —
 —
 —
 (0.4)
Employee taxes on net settlement of equity awards(11.3) —
 —
 —
 —
 (11.3)
Dividends paid(11.4) —
 —
 —
 —
 (11.4)(5.8) —
 —
 —
 —
 (5.8)
Net cash provided by financing activities9.1
 —
 —
 1.1
 —
 10.2
Net cash (used for) provided by financing activities(15.4) —
 —
 0.9
 —
 (14.5)
Effect of exchange rate changes on cash—
 (3.7) —
 (3.2) —
 (6.9)—
 1.3
 —
 (3.5) —
 (2.2)
Net change in cash and cash equivalents(293.9) —
 —
 (238.6) —
 (532.5)21.1
 —
 —
 16.9
 —
 38.0
Cash and cash equivalents at beginning of period479.9
 —
 —
 276.9
 —
 756.8
368.2
 —
 —
 45.0
 —
 413.2
Cash and cash equivalents at end of period$186.0
 $—
 $—
 $38.3
 $—
 $224.3
$389.3
 $—
 $—
 $61.9
 $—
 $451.2

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, Inc. (“Acuity Brands”) and its subsidiaries as of February 28,November 30, 2017 and for the three and six months ended February 28,November 30, 2017 and February 29, 2016. For a more complete understanding of thisThe following discussion pleaseshould be read in conjunction with theConsolidated Financial Statements and Notes to Consolidated Financial Statements included inwithin this report. Also, please refer to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2016,2017, filed with the Securities and Exchange Commission (the “SEC”) on October 27, 201626, 2017 (“Form 10-K”). The following discussion should be read in conjunction with the Consolidated Financial Statements and related notes included within this report.
Overview
Company
Acuity Brands is the parent company of Acuity Brands Lighting, Inc. (“ABL”) and other subsidiaries (Acuity Brands, ABL, and such other subsidiaries are collectively referred to herein as the “Company”). The Company has its principal office in Atlanta, Georgia.
The Company is one of the world’s leading providers of lighting and building management solutions and services for commercial, institutional, industrial, infrastructure, and residential applications throughout North America and select international markets. The Company’s lighting and building management solutions include devices such as luminaires, lighting controls, controllers for various building systems, power supplies, prismatic skylights, and drivers, as well as integrated systems designed to optimize energy efficiency and comfort for various indoor and outdoor applications. Additionally, the Company continues to expand its solutions portfolio including software and services, to provide a host of other economic benefits, resulting from data analyticsincluding software and services that enablesenable the Internet of Things (“IoT”) and supports. The Company's IoT solutions provide customers with access to robust data analytics; support the advancement of smart buildings, smart cities, and the smart grid.grid; and allow businesses to develop custom applications to scale their operations. As of February 28,November 30, 2017, the Company operates nineteen19 manufacturing facilities and seven distribution facilities along with one warehouse to serve its extensive customer base.
The Company does not consider acquisitions a critical element of its strategy but seeks opportunities to expand and enhance its portfolio of solutions, includingsolutions. No acquisitions were completed during the following transactions:
On June 30, 2016, using cash on hand and treasury stock, the Company acquired DGLogik, Inc. (“DGLogik”), a providerfirst quarter of innovative software solutions that enable and visualize the IoT. DGLogik's solutions provide users with the intelligence to better manage energy usage and improve facility performance. DGLogik is headquartered in the San Francisco Bay Area, California.
On December 10, 2015, using cash on hand, the Company acquired Juno Lighting LLC (“Juno Lighting”), a leading provider of downlighting and track lighting fixtures for both residential and commercial applications. Juno Lighting is headquartered in Des Plaines, Illinois.
On December 9, 2015, using cash on hand, the Company acquired certain assets and assumed certain liabilities of Geometri, LLC (“Geometri”), a provider of a software and services platform for mapping, navigation, and analytics.
On September 1, 2015, using cash on hand, the Company acquired Distech Controls Inc. (“Distech Controls”), a provider of building automation solutions that allow for the integration of lighting, HVAC, access control, closed circuit television, and related systems. Distech Controls is headquartered in Quebec, Canada.
Please refer to the Description of Business and Basis of Presentation footnote of the Notes to Consolidated Financial Statements for more information.fiscal 2018 or fiscal 2017.
Liquidity and Capital Resources
The Company’s principal sources of liquidity are operating cash flows generated primarily from its business operations, cash on hand, and various sources of borrowings. The ability of the Company to generate sufficient cash flow from operations or to access certain capital markets, including banks, is necessary to fund its operations and capital expenditures, pay dividends, meet its obligations as they become due, and maintain compliance with covenants contained in its financing agreements.
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. The Company's short-term needs are expected to include funding operations as currently planned, making anticipated capital investments, paying quarterly stockholder dividends as currently anticipated, paying principal and interest on

borrowings as currently scheduled, making required contributions to its employee benefit plans, funding potential acquisitions, and potentially repurchasing shares of its outstanding common stock as authorized by the Board of Directors (the “Board”). Approximately
In June 2017, the Board authorized the repurchase of two million shares of the Company’sCompany's outstanding common stock are currently authorized and available for repurchase under an existing repurchase program.in the future. The Company expects to repurchase these shares on an opportunistic basis. TheNo shares have been purchased under this plan as of November 30, 2017. During fiscal 2018, the Company currently expects capital spending to be betweeninvest approximately two and two and a half percent of net sales, during fiscal 2017, of which $35.8$10.3 million had been invested as of February 28,November 30, 2017, in capital expenditures primarily for equipment, tooling, and facility enhancements, as well as forand new and enhanced information technology capabilities. Additionally, management believes that the Company’s cash flows from operations and sources of funding, including, but not limited to, borrowing capacity, will sufficiently support the long-term liquidity needs of the Company.
Cash Flow
The Company uses available cash and cash flow from operations, as well as proceeds from the exercise of stock options, to fund operations, and capital expenditures, and acquisitions, repurchase commonCompany stock, of the Company, fund acquisitions, and pay dividends.

The Company’s cash position at February 28,November 30, 2017 was $463.2$428.6 million, an increase of $50.0$117.5 million from August 31, 2016.2017. During the sixthree months ended February 28,November 30, 2017, the Company generated net cash flows from operations of $71.6 million and received proceeds from the sale of an investment in an unconsolidated affiliate of $13.2$139.8 million. Cash generated from operating activities, as well as cash on-hand, was used during the current period primarily to fund capital expenditures of $35.8$10.3 million, to pay employee taxes on net settlement of equity awards of $6.0 million, and to pay dividends to stockholders of $11.5$5.5 million.
The Company generated $71.6$139.8 million of cash flow from operating activities during the sixthree months ended February 28,November 30, 2017 compared with $119.5$55.8 million in the prior-year period, a decreasean increase of $47.9$84.0 million, due primarily to higherlower operating working capital requirements, the timing of payments for income taxes, and lower variable incentive compensation payments in excess of the related accrual, partially offset by higher net income.for prior year performance. Operating working capital (calculated by adding accounts receivable plus inventories, and subtracting accounts payable-net of acquisitions and the impact of foreign exchange rate changes) increaseddecreased approximately $22.0$14.0 million during the first sixthree months of fiscal 20172018 compared to a $1.4$0.1 million increase during the first sixthree months of fiscal 2016. Higher operating working capital at February 28, 2017 reflected an increase in inventory to support expected higher sales volumes and to improve service to customers.2017.
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 $35.8$10.3 million and $43.8$19.5 million in the first sixthree months of fiscal 20172018 and 2016,2017, respectively, primarily related to investments in new equipment, tooling, facility enhancements, and information technology. As noted above, the Company expects to invest between approximately two and two and a half percent of net sales primarily for new equipment, tooling, facility enhancements, and new and enhanced information technology capabilities during fiscal 2017.2018.
Capitalization
The current capital structure of the Company is comprised principally of senior unsecured notes and equity of its stockholders. As of February 28, 2017, totalTotal debt outstanding was $356.1 million, compared with $355.2$356.9 million at November 30, 2017 and August 31, 2016,2017, and consisted primarily of fixed-rate obligations. During
On December 8, 2009, ABL issued $350.0 million of senior unsecured notes due in fiscal 2017,2020 (the “Unsecured Notes”) in a private placement transaction. The Unsecured Notes were subsequently exchanged for SEC-registered notes with substantially identical terms. The Unsecured Notes bear interest at a rate of 6% per annum and were issued at a price equal to 99.797% of their face value and for a term of 10 years. See the Company borrowed $0.9 million under recently-executed fixed-rate long-term bank loans.Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for more information.
On August 27, 2014, the Company executed a Revolving Credit Facilityrevolving credit facility (“Revolving Credit Facility”) with a borrowing capacity of $250.0 million. The Revolving Credit Facility will mature and all amounts outstanding thereunder will be due and payable on August 27, 2019. The Company had no borrowings outstanding under the Revolving Credit Facility as of November 30, 2017. The Company was in compliance with all financial covenants under the Revolving Credit Facility as of February 28,November 30, 2017. At February 28,November 30, 2017, the Company had additional borrowing capacity under the Revolving Credit Facility of $243.9$244.7 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less outstanding letters of credit of $6.1$5.3 million issued under the Revolving Credit Facility. As of February 28,November 30, 2017, the Company had outstanding letters of credit totaling $11.0$10.2 million, primarily for securing collateral requirements under the Company's casualty insurance programs and for Acuity Brands and providing credit support for the Company’s industrial revenue bond, including $6.1$5.3 million issued under the Revolving Credit Facility. See the Debt footnote of the Notes to Consolidated Financial Statements for more information.

During the first sixthree months of fiscal 2017,2018, the Company’s consolidated stockholders’ equity increased $145.0$60.5 million to $1.80$1.73 billion at February 28,November 30, 2017, from $1.66$1.67 billion at August 31, 2016.2017. The increase was due primarily to net income earned in the period, stock issuances resulting primarily from the exercise of stock options, and the related excess tax benefits, and amortization of pension plan prior service costs and actuarial losses, partially offset by dividend paymentsthe payment of dividends, and foreign currency translation adjustments. The Company’s debt to total capitalization ratio (calculated by dividing total debt by the sum of total debt and total stockholders’ equity) was 16.5%17.1% and 17.6% at February 28,November 30, 2017 and August 31, 2016,2017, respectively. The ratio of debt, net of cash, to total capitalization, net of cash, was (6.3)(4.3)% at February 28,November 30, 2017 and (3.6)%2.7% at August 31, 2016.2017.
Dividends
Acuity Brands paid dividends on its common stock of $11.5$5.5 million and $11.4$5.8 million ($0.260.13 per share) during the sixthree months ended February 28,November 30, 2017 and February 29, 2016, respectively. All decisions regarding the declaration and payment of dividends by Acuity Brands are at the discretion of the Board and are evaluated regularly in light of the Company’s financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors the Board deems relevant.

Results of Operations
SecondFirst Quarter of Fiscal 2018 Compared with First Quarter of Fiscal 2017 Compared with Second Quarter of Fiscal 2016
The following table sets forth information comparing the components of net income for the three months ended February 28,November 30, 2017 and February 29, 2016 (in millions except per share data):
Three Months Ended    Three Months Ended    
February 28, 2017 February 29, 2016 Increase (Decrease) Percent ChangeNovember 30, 2017 November 30, 2016 Increase (Decrease) Percent Change
Net sales$804.7
 $777.8
 $26.9
 3.5 %$842.8
 $851.2
 $(8.4) (1.0)%
Cost of products sold468.9
 440.9
 28.0
 6.4 %492.6
 491.6
 1.0
 0.2 %
Gross profit335.8
 336.9
 (1.1) (0.3)%350.2
 359.6
 (9.4) (2.6)%
Percent of net sales41.7% 43.3% (160)bps 
41.6% 42.2% (60)bps 
Selling, distribution, and administrative expenses227.8
 230.1
 (2.3) (1.0)%231.4
 231.8
 (0.4) (0.2)%
Special charge—
 0.1
 (0.1) NM
0.2
 1.2
 (1.0) NM
Operating profit108.0
 106.7
 1.3
 1.2 %118.6
 126.6
 (8.0) (6.3)%
Percent of net sales13.4% 13.7% (30)bps 
14.1% 14.9% (80)bps 
Other expense (income): 
  
  
  
Other (income) expense: 
  
  
  
Interest expense, net8.0
 8.2
 (0.2) (2.4)%8.1
 8.2
 (0.1) (1.2)%
Miscellaneous expense (income), net0.6
 (1.1) 1.7
 NM
Miscellaneous income, net(0.4) (7.9) 7.5
 NM
Total other expense8.6
 7.1
 1.5
 21.1 %7.7
 0.3
 7.4
 NM
Income before provision for income taxes99.4
 99.6
 (0.2) (0.2)%110.9
 126.3
 (15.4) (12.2)%
Percent of net sales12.4% 12.8% (40)bps 
13.2% 14.8% (160)bps 
Provision for income taxes32.1
 34.1
 (2.0) (5.9)%39.4
 44.6
 (5.2) (11.7)%
Effective tax rate32.3% 34.2%  
  
35.5% 35.3%  
  
Net income$67.3
 $65.5
 $1.8
 2.7 %$71.5
 $81.7
 $(10.2) (12.5)%
Diluted earnings per share$1.53
 $1.49
 $0.04
 2.7 %$1.70
 $1.86
 $(0.16) (8.6)%
NM - not meaningful              

Net sales were $804.7842.8 million for the three months ended February 28,November 30, 2017 compared with $777.8$851.2 million reported for the three months ended February 29,November 30, 2016, an increasea decrease of $26.9$8.4 million, or 3.5%1.0%. For the three months ended February 28,November 30, 2017, the Company reported net income of $67.3$71.5 million, an increasea decrease of $1.8$10.2 million, or 2.7%12.5%, compared with $65.5$81.7 million for the three months ended February 29,November 30, 2016. For the secondfirst quarter of fiscal 20172018, diluted earnings per share increased 2.7%decreased 8.6% to $1.53$1.70 compared with $1.49$1.86 reported in the year-ago period.
The following table reconciles certain U.S. generally accepted accounting principles (“U.S. GAAP”) financial measures to the corresponding non-U.S. GAAP measures referred to in the discussion of the Company’s results of operations, which exclude the impact of acquisition-related items,certain manufacturing inefficiencies, amortization of acquired intangible assets, share-

basedshare-based payment expense, and special charges associated primarily with continued efforts to streamline the organization.organization, and a gain on the sale of an investment in an unconsolidated affiliate. Although special charges, amortizationthe impacts of acquired intangible assets, and share-based payment expensethese items have been recognized in prior periods and could recur in future periods, management typically excludes these charges during internal reviews of performance and uses these non-U.S. GAAP measures for baseline comparative operational analysis, decision making, and other activities. Primarily due to the impact of the four acquisitions completed during fiscal 2016, the Company experienced noticeable increases in amortization of acquired intangibles, share-based payments used to improve retention and align the interest of key leaders of acquired businesses, and special charges due to activities to streamline and integrate those acquisitions. These non-U.S. GAAP financial measures, including adjusted gross profit and margin, adjusted selling, distribution, and administrative (“SD&A”) expenses, adjusted operating profit and margin, adjusted other expense, adjusted net income, and adjusted diluted earnings per share, are provided to enhance the user’s overall understanding of the Company’s current financial performance. Specifically, the Company believes these non-U.S. GAAP measures provide greater comparability and enhanced visibility into the Company's results of operations. The non-U.S. GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, results prepared in accordance with U.S. GAAP. Amounts in the following table are shown in millions except per share data.


Three Months Ended   
(In millions, except per share data)Three Months Ended   
February 28, 2017 February 29, 2016 Increase (Decrease)Percent ChangeNovember 30, 2017 November 30, 2016 Increase (Decrease)Percent Change
Gross profit$335.8
 $336.9
   $350.2
 $359.6
   
Add-back: Acquisition-related items (1)
—
 1.4
   
Add-back: Manufacturing inefficiencies (1)
—
 1.6
   
Adjusted gross profit$335.8

$338.3
 $(2.5)(0.7)%$350.2

$361.2
 $(11.0)(3.0)%
Percent of net sales41.7% 43.5% (180)bps41.6% 42.4% (80)bps
            
Selling, distribution, and administrative expenses$227.8
 $230.1
   $231.4
 $231.8
   
Less: Amortization of acquired intangible assets(7.8) (6.0)   (6.6) (5.9)   
Less: Share-based payment expense(8.1) (6.6)   (8.5) (7.9)   
Less: Acquisition-related items (1)
—
 (6.6)   
Adjusted selling, distribution, and administrative expenses$211.9

$210.9
 $1.0
0.5 %$216.3

$218.0
 $(1.7)(0.8)%
Percent of net sales26.3% 27.1% (80)bps25.7% 25.6% 10
bps
            
Operating profit$108.0
 $106.7
   $118.6
 $126.6
   
Add-back: Amortization of acquired intangible assets7.8
 6.0
   6.6
 5.9
   
Add-back: Share-based payment expense8.1
 6.6
   8.5
 7.9
   
Add-back: Acquisition-related items (1)
—
 8.0
   
Add-back: Special charge—
 0.1
   
Add-back: Manufacturing inefficiencies (1)
—
 1.6
   
Add-back: Special charges0.2
 1.2
   
Adjusted operating profit$123.9

$127.4
 $(3.5)(2.7)%$133.9

$143.2
 $(9.3)(6.5)%
Percent of net sales15.4% 16.4% (100)bps15.9% 16.8% (90)bps
            
Net Income$67.3
 $65.5
   
Other expense$7.7
 $0.3
   
Add-back: Gain on sale of investment in unconsolidated affiliate—
 7.2
   
Adjusted other expense$7.7

$7.5
 $0.2
2.7 %
      
Net income$71.5
 $81.7
   
Add-back: Amortization of acquired intangible assets7.8
 6.0
   6.6
 5.9
   
Add-back: Share-based payment expense8.1
 6.6
   8.5
 7.9
   
Add-back: Acquisition-related items (1)
—
 8.0
   
Add-back: Special charge—
 0.1
   
Add-back: Manufacturing inefficiencies (1)
—
 1.6
   
Add-back: Special charges0.2
 1.2
   
Less: Gain on sale of investment in unconsolidated affiliate—
 (7.2)   
Total pre-tax adjustments to net income15.9

20.7
   15.3

9.4
   
Income tax effects(5.5) (7.1)   (5.3) (3.3)   
Adjusted net income$77.7

$79.1
 $(1.4)(1.8)%$81.5

$87.8
 $(6.3)(7.2)%
            
Diluted earnings per share$1.53
 $1.49
   $1.70
 $1.86
   
Adjusted diluted earnings per share$1.77
 $1.80
 $(0.03)(1.7)%$1.94
 $2.00
 $(0.06)(3.0)%
______________________________ 
(1) Acquisition-related items include acquired profit in inventory, professional fees, and certain contract termination costs.Incremental costs incurred due to manufacturing inefficiencies directly related to the closure of a facility.


Net Sales
Net sales for the three months ended February 28,November 30, 2017 increased 3.5%decreased 1.0% compared with the prior-year period due primarily to an approximately 4% increase1% decrease in sales volume and an approximately 1% favorable impact of acquired revenues from acquisitions, partially offset by the unfavorable impact of changes in product prices and the mix of products sold (“price/mix”) of approximately 1% as well as a modest unfavorable, partially offset by the favorable impact from foreign exchange rate changes. Overall sales volume was higher across key product categories and sales channels; however, volumes declined in Europe and Mexico.changes of approximately 1%. Sales of LED-based products during the secondfirst quarter of fiscal 2018 and 2017 accounted for approximately two-thirds of total net sales. Overall sales decreased compared to the prior year due primarily to the expected tepid conditions within the North American non-residential lighting market, as well as declines in the home center/showroom channel and certain international channels. The change in price/mix was due primarily to lower pricing on luminaires, largely as a result of lowerreflecting the decline in certain LED component costs.costs as well as increased competition in more basic, lesser-featured products. Due to the changing dynamics of the Company's product portfolio, including the increase of integrated lighting and building management solutions, as well as the proliferation of new products due to the adoption of solid-state lighting, it is not possible to precisely quantify or differentiate the individual components of volume, price, and mix.
Gross Profit
Gross profit for the secondfirst quarter of fiscal 20172018 decreased $1.1$9.4 million, or 0.3%2.6%, to $335.8$350.2 million compared with $336.9$359.6 million in the prior-year period. Gross profit margin decreased 16060 basis points to 41.7%41.6% for the three months ended February 28,November 30, 2017 compared with 43.3%42.2% in the prior-year period. Gross profit margin was lower than the prior-year period due primarily to increased manufacturing expenses driven largely by higher wages and inbound freight charges, as well as higher quality costs, partially offset by the additional contribution on higherlower net sales. Additionally,sales, unfavorable price/mix, wasand higher input costs for certain commodity-related items, such as steel. These declines were partially offset by lower materialcosts for certain LED components and component costs.productivity improvements. Adjusted gross profit for the three months ended February 28,November 30, 2017 was $335.8$350.2 million (41.7%(41.6% of net sales) compared with $338.3$361.2 million (43.5%(42.4% of net sales) in the prior-year period.
Operating Profit
SD&A expenses for the three months ended February 28,November 30, 2017 were $227.8$231.4 million compared with $230.1$231.8 million in the prior-year period, a decrease of $2.3$0.4 million, or 1.0%0.2%. The decrease in SD&A expenses was due primarily to lower incentive compensation expense, partiallysales commissions, largely offset by higher salaried employee costs for freight, commissions,including share-based payment expense and investments in additional headcount, as well as increasedhigher amortization expense of acquired intangible assets, which includes $1.9 million of additional expense due to cumulative adjustments to the provisional amounts of the value of intangibles assets related to the Juno Lighting acquisition.assets. SD&A expenses for the secondfirst quarter of fiscal 20172018 were 28.3%27.5% of net sales compared with 29.6%27.2% for the prior-year period. Adjusted SD&A expenses for the three months ended February 28,November 30, 2017 were $211.9$216.3 million (26.3%(25.7% of net sales) compared with $210.9$218.0 million (27.1%(25.6% of net sales) in the prior-year period.
The Company recognized pre-tax special charges related to prior fiscal year actions of $0.2 million during the first quarter of fiscal 2018, compared with pre-tax special charges of $1.2 million during the first quarter of fiscal 2017. Further details regarding the Company's special charges are included in the Special Charge footnote of the Notes to Consolidated Financial Statements.
Operating profit for the secondfirst quarter of fiscal 20172018 was $108.0$118.6 million (13.4%(14.1% of net sales) compared with $106.7$126.6 million (13.7%(14.9% of net sales) for the prior-year period, an increasea decrease of $1.3$8.0 million, or 1.2%6.3%. The increasedecrease in operating profit was due primarily to an increasea decrease in sales volume, lower material and component costs, and lower incentive compensation expense,gross profit, partially offset by higher manufacturinglower SD&A expenses freight, commissions, investments in additional headcount, and increased amortization expense of acquired intangible assets.special charges.
Adjusted operating profit decreased by $3.5$9.3 million, or 2.7%6.5%, to $123.9$133.9 million for the secondfirst quarter of fiscal 20172018 compared with $127.4$143.2 million for the secondfirst quarter of fiscal 2016.2017. Adjusted operating profit margin decreased 10090 basis points to 15.4%15.9% for the secondfirst quarter of fiscal 20172018 compared with 16.4%16.8% for the year-ago period.
Other Expense (Income)
Other expense (income) consists principally of net interest expense and net miscellaneous income/expense, which includes gains and losses associated with foreign currency-related transactions and non-operating gains and losses. Interest expense, net, was $8.0$8.1 million and $8.2 million for the three months ended February 28,November 30, 2017 and February 29, 2016, respectively. The Company reported net miscellaneous expenseincome of $0.6$0.4 million and net miscellaneous income of $1.1$7.9 million for the three months ended February 28,November 30, 2017 and February 29, 2016, respectively. Net miscellaneous income for the three months ended November 30, 2016 included a gain of $7.2 million associated with the sale of an investment in an unconsolidated affiliate.

Provision for Income Taxes and Net Income
The Company’s effective income tax rate was 32.3%35.5% and 34.2%35.3% for the three months ended February 28,November 30, 2017 and February 29, 2016, respectively. The decrease in the effective income rate was due primarily to the tax impact of a discrete, nonrecurring item related to the issuance of new Internal Revenue Service regulations during the current

quarter related to taxation of foreign currency translation gains and losses on intercompany accounts. The Company estimates that the effective tax rate for fiscal 2017 will be approximately 35.0% before any additional discrete items and if the rates in its taxing jurisdictions remain generally consistent throughout the year.
Net income for the secondfirst quarter of fiscal 2017 increased $1.82018 decreased $10.2 million to $67.3$71.5 million from $65.5$81.7 million reported for the prior-year period. The increasedecrease in net income resulted primarily from higherlower operating profit and lower miscellaneous income, partially offset by a lowersmaller provision for income taxes, partially offset by greater miscellaneous expense.taxes. Diluted earnings per share for the three months ended February 28,November 30, 2017 increased $0.04decreased $0.16 to $1.53$1.70 compared with diluted earnings per share of $1.49$1.86 for the prior-year period.
Adjusted net income for the secondfirst quarter of fiscal 20172018 was $77.7$81.5 million compared with $79.1$87.8 million in the prior-year period, which represented an increasedecrease of $1.4$6.3 million, or 1.8%7.2%. Adjusted diluted earnings per share for the three months ended February 28,November 30, 2017 decreased $0.03,$0.06, or 1.7%3.0%, to $1.77$1.94 compared with $1.80$2.00 for the prior-year period.
First Six Months of Fiscal 2017 Compared with First Six Months of Fiscal 2016
The following table sets forth information comparing the components of net income for the six months ended February 28, 2017 and February 29, 2016:
 Six Months Ended    
 February 28, 2017 February 29, 2016 Increase (Decrease) Percent Change
Net sales$1,655.9
 $1,514.4
 $141.5
 9.3 %
Cost of products sold960.5
 858.1
 102.4
 11.9 %
Gross profit695.4
 656.3
 39.1
 6.0 %
Percent of net sales42.0% 43.3% (130)bps 
Selling, distribution, and administrative expenses459.6
 436.7
 22.9
 5.2 %
Special charge1.2
 0.5
 0.7
 NM
Operating profit234.6
 219.1
 15.5
 7.1 %
Percent of net sales14.2% 14.5% (30)bps 
Other expense (income) 
  
  
  
Interest expense, net16.2
 16.1
 0.1
 0.6 %
Miscellaneous income, net(7.3) (1.8) (5.5) NM
Total other expense8.9
 14.3
 (5.4) (37.8)%
Income before provision for income taxes225.7
 204.8
 20.9
 10.2 %
Percent of net sales13.6% 13.5% 10
bps 
Provision for taxes76.7
 70.9
 5.8
 8.2 %
Effective tax rate34.0% 34.6%  
  
Net income$149.0
 $133.9
 $15.1
 11.3 %
Diluted earnings per share$3.39
 $3.06
 $0.33
 10.8 %
NM - not meaningful       

Net sales were $1.7 billion for the six months ended February 28, 2017 compared with $1.5 billion reported for the six months ended February 29, 2016, an increase of $141.5 million, or 9.3%. For the six months ended February 28, 2017, the Company reported net income of $149.0 million, an increase of $15.1 million, or 11.3%, compared with $133.9 million for the six months ended February 29, 2016. For the first six months of fiscal 2017, diluted earnings per share increased 10.8% to $3.39 compared with $3.06 reported in the year-ago period.
The following table reconciles certain U.S. GAAP financial measures to the corresponding non-U.S. GAAP measures referred to in the discussion of the Company’s results of operations, which exclude the impact of acquisition-related items, certain manufacturing inefficiencies, amortization of acquired intangible assets, share-based payment expense, special charges associated primarily with continued efforts to streamline the organization, and the sale of an investment in an unconsolidated affiliate. These non-U.S. GAAP financial measures, including adjusted gross profit and margin, adjusted SD&A expenses, adjusted operating profit and margin, adjusted other expense (income), adjusted net income, and adjusted diluted earnings per share, are provided to enhance the user’s overall understanding of the

Company’s current financial performance. Specifically, the Company believes these non-U.S. GAAP measures provide greater comparability and enhanced visibility into the results of operations. The non-U.S. GAAP financial measures should be considered in addition to, and not as a substitute for or superior to, results prepared in accordance with U.S. GAAP. Amounts in the following table are shown in millions except per share data.
 Six Months Ended   
 February 28, 2017 February 29, 2016 Increase (Decrease)Percent Change
Gross profit$695.4
 $656.3
   
Add-back: Acquisition-related items (1)
—
 2.0
   
Add-back: Manufacturing inefficiencies (2)
1.6
 —
   
Adjusted gross profit$697.0

$658.3
 $38.7
5.9%
Percent of net sales42.1% 43.5% (140)bps
       
Selling, distribution, and administrative expenses$459.6
 $436.7
   
Less: Amortization of acquired intangible assets(13.7) (11.0)   
Less: Share-based payment expense(16.0) (13.0)   
Less: Acquisition-related items (1)
—
 (7.7)   
Adjusted selling, distribution, and administrative expenses$429.9
 $405.0
 $24.9
6.1%
Percent of net sales26.0% 26.7% (70)bps
       
Operating profit$234.6
 $219.1
   
Add-back: Amortization of acquired intangible assets13.7
 11.0
   
Add-back: Share-based payment expense16.0
 13.0
   
Add-back: Acquisition-related items (1)
—
 9.7
   
Add-back: Manufacturing inefficiencies (2)
1.6
 —
   
Add-back: Special charge1.2
 0.5
   
Adjusted operating profit$267.1
 $253.3
 $13.8
5.4%
Percent of net sales16.1% 16.7% (60)bps
       
Other expense (income)$8.9
 $14.3
   
Add-back: Gain on sale of investment in unconsolidated affiliate7.2
 —
   
Adjusted other expense (income)$16.1
 $14.3
 $1.8
12.6%
       
Net income$149.0
 $133.9
   
Add-back: Amortization of acquired intangible assets13.7
 11.0
   
Add-back: Share-based payment expense16.0
 13.0
   
Add-back: Acquisition-related items (1)
—
 9.7
   
Add-back: Manufacturing inefficiencies (2)
1.6
 —
   
Add-back: Special charge1.2
 0.5
   
Less: Gain on sale of investment in unconsolidated affiliate(7.2) —
   
Total pre-tax adjustments to net income25.3

34.2
   
Income tax effect(8.8) (11.5)   
Adjusted net income$165.5
 $156.6
 $8.9
5.7%
     

 
Diluted earnings per share$3.39
 $3.06
   
Adjusted diluted earnings per share$3.76
 $3.58
 $0.18
5.0%
______________________________
(1) Acquisition-related items include acquired profit in inventory, professional fees, and certain contract termination costs.
(2) Incremental costs incurred due to manufacturing inefficiencies directly related to the closure of a facility.

Net Sales
Net sales for the six months ended February 28, 2017 increased $141.5 million, or 9.3%, compared with the prior-year period due primarily to an increase in sales volume of approximately 7% and an approximately 5% favorable impact of acquired revenues from acquisitions, partially offset by the impact of an unfavorable change in price/mix of approximately 2% and an unfavorable change in foreign currency rates of approximately 1%. Overall sales volume was higher across key product categories and sales channels; however, volumes declined in Europe and Mexico. Sales of LED-based luminaires during the first six months of fiscal 2017 accounted for approximately two-thirds of total net sales. The change in price/mix was due primarily to changes in the mix of products sold and lower pricing on luminaires, reflecting the decline in certain LED component costs. Due to the changing dynamics of the Company's product portfolio, including the increase of integrated lighting solutions as well as the proliferation of new products due to the adoption of solid-state lighting, it is not possible to precisely quantify volume or differentiate the individual components of price/mix.
Gross Profit
Gross profit for the first six months of fiscal 2017 increased $39.1 million, or 6.0%, to $695.4 million compared with $656.3 million in the prior-year period. Gross profit margin decreased to 42.0% for the six months ended February 28, 2017 compared with 43.3% in the prior-year period. Gross profit margin was lower than the prior-year period due primarily to increased manufacturing expenses driven largely by higher wages and freight charges, as well as higher quality costs, partially offset by the additional contribution on higher net sales. Additionally, unfavorable price/mix was partially offset by lower material and component costs. Adjusted gross profit for the six months ended February 28, 2017 was $697.0 million (42.1% of net sales) compared with $658.3 million (43.5% of net sales) in the prior-year period.
Operating Profit
SD&A expenses for the six months ended February 28, 2017 were $459.6 million compared with $436.7 million in the prior-year period, an increase of $22.9 million, or 5.2%. The increase in SD&A expenses was due primarily to higher freight charges, commissions, investments in additional headcount, and the additional costs associated with acquired businesses, partially offset by lower incentive compensation expense. SD&A expenses for the first six months of fiscal 2017 were 27.8% of net sales compared with 28.8% for the prior-year period. Adjusted SD&A expenses for the six months ended February 28, 2017 were $429.9 million (26.0% of net sales) compared with $405.0 million (26.7% of net sales) in the prior-year period.
The Company recognized a pre-tax special charge of $1.2 million during the first six months of fiscal 2017, compared with a pre-tax special charge of $0.5 million during the first six months of fiscal 2016. These charges related primarily to actions initiated to streamline the organization, including the integration of recent acquisitions. These streamlining activities include the consolidation of selected production activities and realignment of certain responsibilities, primarily within various SD&A departments. Further details regarding the Company's special charges are included in the Special Charge footnote of the Notes to Consolidated Financial Statements.
Operating profit for the first six months of fiscal 2017 was $234.6 million compared with $219.1 million for the prior-year period, an increase of $15.5 million, or 7.1%. The increase in operating profit was due primarily to an increase in sales volume, lower material and component costs, and lower incentive compensation expense, partially offset by higher manufacturing expenses, higher freight and commissions charges, investments in additional headcount, increased amortization expense of acquired intangible assets, which includes $1.9 million of additional expense due to cumulative adjustments to the provisional amounts of the value of intangibles assets related to the Juno Lighting acquisition, and higher special charges.
Adjusted operating profit increased by $13.8 million, or 5.4%, to $267.1 million for the first six months of fiscal 2017 compared with $253.3 million for the first six months of fiscal 2016. Adjusted operating profit margin for the first six months of fiscal 2017 decreased 60 basis points to 16.1% compared with 16.7% in the year-ago period.

Other Expense (Income)
Other expense (income) consists principally of net interest expense and net miscellaneous income, which includes gains and losses associated with foreign currency-related transactions. Interest expense, net, was $16.2 million for the six months ended February 28, 2017 compared with $16.1 million for the six months ended February 29, 2016. The Company reported net miscellaneous income of $7.3 million in the first six months of fiscal 2017 compared with $1.8 million in the prior-year period. Net miscellaneous income for the six months ended February 28, 2017 included a $7.2 million gain associated with the sale of an investment in an unconsolidated affiliate.
Provision for Income Taxes and Net Income
The Company’s effective income tax rate was 34.0% and 34.6% for the six months ended February 28, 2017 and February 29, 2016, respectively.
Net income for the first six months of fiscal 2017 increased $15.1 million to $149.0 million from $133.9 million reported for the prior-year period. The increase in net income resulted primarily from higher operating profit and higher miscellaneous income, partially offset by a higher provision for income taxes. Diluted earnings per share for the six months ended February 28, 2017 increased $0.33 to $3.39 compared with diluted earnings per share of $3.06 for the prior-year period.
Adjusted net income for the first six months of fiscal 2017 was $165.5 million compared with $156.6 million in the prior-year period, which represented an increase of $8.9 million, or 5.7%. Adjusted diluted earnings per share for the six months ended February 28, 2017 increased $0.18, or 5.0%, to $3.76 compared with $3.58 for the prior-year period.

Outlook
Management believes that the execution of the Company's strategy will provide opportunities for continued profitable growth. The Company's strategy is to capitalize on market growth opportunities by continuing to expand and leverage its industry-leading lighting and building management solutions portfolio combined with its extensive market presence and financial strength.
WhileManagement continues to expect the North American lighting market, the Company’s primary market, to experience low-single digit growth ratefor the fiscal 2018 full year, reflecting an expected rebound in the second half of lightingthe year. Management does not foresee a meaningful rebound in demand in the near term in certain international markets that the Company serves. In addition, management expects certain headwinds in the home center/showroom channel to continue in the near term, giving way to growth in the second half of calendar 2018 as the Company brings new solutions to key customers and expands its access to market in this important sales channel. Third-party forecasts suggest that softness in demand in the North American lighting market that began in the first halfthird calendar quarter of fiscal 2017 was lower than anticipated2016 will continue through the early part of calendar year 2018, followed by most economic and industry forecasts, management believes significant long-termimprovement in growth opportunities continue to exist. Currentrates later in the year. While current quoting activity remains favorable, andtepid, both short and long-term fundamental drivers of the markets that the Company serves remain positive. Further, third-party forecasts suggest thatManagement expects the softnesspricing environment to continue to be challenging in market demand that began in the third calendar quarter of 2016 and continued through the Company's second quarter may persist through the remainder of fiscal 2017. These forecasts indicate that the North American lighting market could remain essentially flat for the second halfcertain portions of the Company's fiscal 2017market, particularly for more basic, lesser-featured products sold through certain sales channels. Management continues to accelerate programs to reduce product costs to maintain the Company’s competitiveness and should return to growth in fiscal 2018.drive improved profitability. Management expects to continue to outperform the growth rates of the markets that the Company serves by executing its strategies focused on growth opportunities for new construction and renovation projects, expansion into underpenetrated geographies and channels, and growth from the continued introduction of new lighting and building management solutions as part of the Company’s integrated, tiered solutions strategy.
Recent changesManagement expects the Tax Cuts and Jobs Act (the “Act”) that was passed on December 22, 2017, to favorably impact the Company’s net income, diluted earnings per share, and cash flows in future periods, due primarily to the reduction in the federal corporate tax rate from 35% to 21% effective for periods beginning January 1, 2018. Additionally, positive business sentiment and other favorable aspects of the new tax law could incentivize additional investments in facilities and infrastructure in the U.S. political landscape have producedthat may increase future demand in the end-markets that the Company serves. Management currently estimates that the Company’s blended consolidated effective income tax rate (“tax rate”) for full-year fiscal 2018 will approximate 26 to 28% before discrete items, compared with nearly 35% for the prior year. Management also anticipates that the tax rate for the second quarter of fiscal 2018 will be significantly lower than the estimated full-year blended tax rate to cumulatively adjust for the 35.5% tax rate recorded for the first quarter of fiscal 2018. Additionally, management currently estimates the second quarter tax expense to be reduced by approximately $30 million for discrete items, primarily due to a non-cash income tax benefit from the remeasurement of the Company’s net U.S. deferred tax liabilities, partially offset by an unfavorable impact related to the taxation of the Company's accumulated unremitted foreign earnings. Management currently estimates that the fiscal 2019 tax rate will approximate 23 to 25% before discrete items. The aforementioned tax-related estimates may differ from actual results, possibly materially, due to changes in interpretations of the Act and assumptions made by the Company, as well as guidance that may be issued and actions the Company may take as a result of the Act.
Notwithstanding the U.S. Tax Cuts and Jobs Act, a great amount of rhetoric and debate remains regarding a wide range of policy options with respect to monetary, regulatory, tax, and trade, amongst others, that may be pursued by the new administration.current U.S. Administration. Any additional policy changes that may be implemented maycould have a positive or negative consequence on the Company’s financial performance depending on how the changes would influence many factors, including business and consumer sentiment. While management is proactively identifying and evaluating potential

contingency options under various policy scenarios, it is too early to comment or speculate at this time on the potential ramification of these endless scenarios.
From a longer term perspective, management expects that the Company’s addressable markets willhave the potential to experience solid growth over the next decade, particularly as energy and environmental concerns come to the forefront along with emerging opportunities for digital lighting to play a key role in the IoT through the use of intelligent networked lighting and building automation systems that can collect and exchange data to increase efficiency as well as provide a host of other economic benefits resulting from data analytics. Management remains positive about the future prospects of the Company and its ability to outperform the markets it serves.

Critical Accounting Estimates
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. GAAP. As discussed in the Description of Business and Basis of Presentation footnote of the Notes to Consolidated Financial Statements, the preparation of financial statements in conformity with U.S. GAAP 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 revenue and expense during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to revenue recognition; accounts receivable; inventory valuation; depreciation, amortization and the recoverability of long-lived assets, including goodwill and intangible assets; share-based payment expense; medical, product warranty and recall, and other reserves; income taxes; retirement benefits; litigation; and environmental matters.litigation. 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 of the Board.
There have been no material changes in the Company’s critical accounting estimates during the current period. 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.

Cautionary Statement Regarding Forward-Looking Information
This filing contains forward-looking statements within the meaning of the federal securities laws. Statements made herein 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. 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, current and potential investors, or others. Forward-looking statements include, without limitation: (a) the Company’s projections regarding financial performance, (including, but not limited to, targeted variable contribution margin), liquidity, capital structure, capital expenditures, and dividends; (b) expectations about the impact of softness in demand as well as volatility and uncertainty in general economic conditions;conditions and the pricing environment; (c) external forecasts projecting the North American lighting and building automationmanagement solutions market growth rate and growth in the Company's addressable markets; (d) the Company's ability to execute and realize benefits from initiatives related to streamlining its operations, capitalize on growth opportunities, expand in key markets as well as underpenetrated geographies and channels, and introduce new lighting and building management solutions; (e) the Company’s estimate of its fiscal 20172018 and 2019 tax rate;rates, as well as the impact of the U.S. Tax Cuts and Jobs Act on the Company's financial position, results of operations, and cash flows; (f) the Company’s estimate of future amortization expense; (g) the Company’s ability to achieve its long-term financial goals and measures and outperform the markets its serves; (h) the impact to the Company of changes in the political landscape and (h)related policy changes; (i) the Company's projected future capital expenditures and investments; and (j) the Company's expectations about the resolution of the trade compliance matters. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this annual report. Except as required by law, the Company undertakes no obligation to publicly update or release any revisions to these forward-looking statements to reflect any events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events. The Company’s forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the historical experience of the Company and management’s present expectations or projections. These risks and uncertainties include, but are not limited to, customer and supplier relationships and prices; competition; ability to realize anticipated benefits from initiatives taken and timing of benefits; market demand; litigation and other contingent liabilities; and economic, political, governmental, and technological factors affecting the Company. Also, additional risks that could cause the Company’s actual results to differ materially from those expressed in the Company’s forward-looking statements are discussed in Part I, “ItemItem 1a. Risk Factors” Factors of the Company’sthis Annual Report on Form 10-K, and are specifically incorporated herein by reference.

Item 3.Quantitative and Qualitative Disclosures about Market Risk
General.  The Company is exposed to market risks that may impact its Consolidated Balance Sheets, Consolidated Statements of Comprehensive Income, and Consolidated Statements of Cash Flows due primarily to fluctuations in interest rates, foreign exchange rates, and commodity prices. There have been no material changes to the Company’s exposure from market risks from those disclosed in Part II, Item 7a 7a. Quantitative and Qualitative Disclosures About Market Risk of the Company’s Form 10-K.


Item 4.Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to reasonably ensure that information required to be disclosed in the reports filed or submitted by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to reasonably ensure that information required to be disclosed by the Company in the reports filed under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
As required by SEC rules, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of February 28,November 30, 2017. This evaluation was carried out under the supervision and with the participation of management, including the principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of the Company’s disclosure controls and procedures are effective at a reasonable assurance level as of February 28,November 30, 2017. However, because all disclosure procedures must rely to a significant degree on actions or decisions made by employees throughout the organization, such as reporting of material events, the Company and its reporting officers believe that they cannot provide absolute assurance that all control issues and instances of fraud or errors and omissions, if any, within the Company will be detected. Limitations within any control system, including the Company’s control system, include faulty judgments in decision-making or simple errors or mistakes. In addition, controls can be circumvented by an individual, by collusion between two or more people, or by management override of the control. Because of these limitations, misstatements due to error or fraud may occur and may not be detected.
There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.Legal Proceedings
Acuity BrandsOn January 3, 2018, a shareholder filed a class action complaint in the United States District Court for the District of Delaware against the Company and certain of its officers on behalf of all persons who purchased or otherwise acquired the Company’s stock between June 29, 2016 and April 3, 2017. The complaint alleges that the defendants violated the federal securities laws by making false or misleading statements and/or omitting to disclose material adverse facts that (i) concealed known trends negatively impacting sales of the Company’s products and (ii) overstated the Company’s ability to achieve profitable sales growth. The plaintiff seeks class certification, unspecified monetary damages, costs, and attorneys’ fees. The Company disputes the allegations in the complaint and intends to vigorously defend against the claims. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company is currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from the matter described above.
The Company is subject to various other legal claims arising in the normal course of business, including, but not limited to, patent infringement, product liability claims, and employment matters. Acuity BrandsThe Company is self-insured up to specified limits for certain types of claims, including product liability, and employment matters, and is fully self-insured for certain other types of claims, including environmental, product recall, and patent infringement. Based on information currently available, it is the opinion of management that the ultimate resolution of any such pending and threatened legal proceedings will not have a material adverse effect on the financial condition, results of operations, or cash flows of Acuity Brands.the Company. However, in the event of unexpected future developments, it is possible that the ultimate resolution of any such matters, if unfavorable, could have a material adverse effect on the financial condition, results of operations, or cash flows of Acuity Brandsthe Company in future periods. Acuity BrandsThe Company establishes reserves for legal claims when the costs associated with the claims become probable and can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher than the amounts reserved for such claims. However, the Company cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the amounts reserved.
Information regarding reportable legal proceedings is contained in Part I, “ItemItem 3. Legal Proceedings”Proceedings in the Company’s Form 10-K. Information set forth in this report’s Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements describes any legal proceedings that became reportable during the quarter ended February 28,November 30, 2017, and updates any descriptions of previously reported legal proceedings in which there have been material developments during such quarter. The discussion of legal proceedings included within the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements is incorporated into this Item 1 by reference.

Item 1a.Risk Factors
There have been no material changes in the Company’s risk factors from those disclosed in Part I, “ItemItem 1a. Risk Factors”Factors of the Company’s Form 10-K.


Item 5.Other Information
Results of Annual Stockholders Meeting
At the Company's annual meeting of stockholders held on January 5, 2018, in Atlanta, Georgia, the stockholders considered and voted on the following proposals.
Item 5.    PROPOSAL 1Other Information - Votes regarding the persons elected to serve as Directors of the Company were as follows:
 Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
Peter C. Browning35,596,1021,004,18013,9512,193,025
G. Douglas Dillard, Jr.36,215,079386,87512,2792,193,025
Ray M. Robinson35,832,630769,30612,2972,193,025
Norman H. Wesley36,342,508259,58612,1392,193,025
Mary A. Winston36,375,404226,93911,8902,193,025
In addition to the above elected directors, the directors whose term of office continued after the meeting are as follows: W. Patrick Battle, James H. Hance, Jr. Robert F. McCullough, Julia B. North, Dominic J. Pileggi, and Vernon J. Nagel.
PROPOSAL 2 - Votes cast regarding the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm were as follows:
Votes ForVotes AgainstVotes Abstained
38,348,219443,77315,266
PROPOSAL 3 - The results of the advisory vote on the compensation of the named executive officers of the Company were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
34,382,4952,050,995180,7432,193,025
PROPOSAL 4 - The results of the advisory vote on the frequency of future advisory votes on the compensation of the named executives of the Company were as follows:
1 Year2 Years3 YearsVotes AbstainedBroker Non-Votes
34,179,035113,1872,230,94391,0682,193,025
PROPOSAL 5 - The results of the vote regarding the approval of the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
33,804,3682,778,79131,0742,193,025

PROPOSAL 6 - The results of the vote regarding the approval of the Acuity Brands, Inc. 2017 Management Cash Incentive Plan were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
35,752,598829,73931,8962,193,025
PROPOSAL 7 - The results of the shareholder proposal regarding the annual reporting of the Company's environmental, social, and governance policies (“ESG”), performance, and improvement targets were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
17,888,91418,037,538687,7812,193,025
Pursuant to the foregoing votes, the Company's stockholders: (i) elected five directors nominated by the Board of Directors and listed above for a one-year term; (ii) approved the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm; (iii) approved, on an advisory basis, the Company's named executive officer compensation; (iv) approved an annual frequency, on an advisory basis, for future advisory votes on named executive officer compensation; (v) approved the amended and restated stock incentive plan; (vi) approved the management cash incentive plan, and (vii) did not approve the shareholder proposal regarding annual reporting for ESG policies, performance, and improvement targets.
Additionally, the Board determined that the Company will hold future non-binding, advisory votes of stockholders to approve the compensation of the named executive officers every year, consistent with the results of the vote at the annual meeting of stockholders held on January 5, 2018. This advisory vote will occur annually until the Board otherwise elects a different frequency for such non-binding, advisory votes or until another non-binding, advisory stockholder vote on the frequency of stockholder votes on executive compensation occurs.
The Company expects to publish a policy on sustainability, which it anticipates will be available on the Company’s website in the near future. The policy will describe and formalize the Company's ESG policies, including key performance indicators related to ESG matters that are material to the business.
Declaration of Dividend
On March 30, 2017,January 5, 2018, the Board of Directors of the Company declared a quarterly dividend of $0.13 per share. The dividend is payable on MayFebruary 1, 20172018 to stockholders of record on April 17, 2017.January 22, 2018.
Other Board Matters
On January 5, 2018, the Board reduced the size of the Board from 12 members to 11 members following the retirement of Gordon D. Harnett from the Board effective January 5, 2018. Mr. Harnett advised the Company that his decision to retire did not involve any disagreement with the Company.

Item 6.Exhibits
Exhibits are listed on the Index to Exhibits.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ACUITY BRANDS, INC.
Date:April 4, 2017By:/S/  VERNON J. NAGEL
VERNON J. NAGEL
CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER

Date:April 4, 2017By:/S/  RICHARD K. REECE
RICHARD K. REECE
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER (Principal Financial and
Accounting Officer)


INDEX TO EXHIBITS
EXHIBIT 3(a)
Restated Certificate of Incorporation of Acuity Brands, Inc. (formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.
 Reference is made to Exhibit 3.1 of registrant's Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
 (b)
Certificate of Amendment of Acuity Brands, Inc. (formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.
 Reference is made to Exhibit 3.2 of registrant's Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
 (c)
Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 6, 2017.
 
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)
Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 6, 2017.
 Reference is made to Exhibit 3.D of registrant's Form 10-Q as filed with the Commission on January 9, 2017, which is incorporated herein by reference.
EXHIBIT 10(iii)A(1)
Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan.
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.
(2)
Acuity Brands, Inc. 2017 Management Cash Incentive Plan.
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.
EXHIBIT 31(a)
Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 Filed with the Commission as part of this Form 10-Q.
 (b)
Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 Filed with the Commission as part of this Form 10-Q.
EXHIBIT 32(a)
Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 Filed with the Commission as part of this Form 10-Q.
 (b)
Certification of the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 Filed with the Commission as part of this Form 10-Q.
EXHIBIT 101 The following financial information from the Company's Quarterly Report on Form 10-Q for the quarter ended February 28,November 30, 2017, filed on April 4, 2017,January 9, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements. Filed with the Commission as part of this Form 10-Q.



SIGNATURES
38Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ACUITY BRANDS, INC.
Date:January 9, 2018By:/S/  VERNON J. NAGEL
VERNON J. NAGEL
CHAIRMAN, PRESIDENT, AND CHIEF EXECUTIVE OFFICER

Date:January 9, 2018By:/S/  RICHARD K. REECE
RICHARD K. REECE
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER (Principal Financial and
Accounting Officer)


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