0001144215false2021Q28/3100011442152020-09-012021-02-28xbrli:shares00011442152021-03-26iso4217:USD00011442152021-02-2800011442152020-08-31iso4217:USDxbrli:shares00011442152020-12-012021-02-2800011442152019-12-012020-02-2900011442152019-09-012020-02-2900011442152019-08-3100011442152020-02-29ayi:Segmentayi:acquisitionayi:brand0001144215ayi:TheLuminairesGroupTLGMember2019-09-170001144215ayi:Fiscal2020AcquisitionsMember2020-11-300001144215ayi:Fiscal2020AcquisitionsMember2019-09-012020-11-300001144215srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2020-09-010001144215us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-02-280001144215us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-02-280001144215us-gaap:CarryingReportedAmountFairValueDisclosureMember2020-08-310001144215us-gaap:EstimateOfFairValueFairValueDisclosureMember2020-08-310001144215ayi:A2150SeniorUnsecuredNotesDueDecember2030Memberus-gaap:UnsecuredDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-02-280001144215ayi:A2150SeniorUnsecuredNotesDueDecember2030Memberus-gaap:UnsecuredDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-02-280001144215ayi:A2150SeniorUnsecuredNotesDueDecember2030Memberus-gaap:UnsecuredDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-08-310001144215ayi:A2150SeniorUnsecuredNotesDueDecember2030Memberus-gaap:UnsecuredDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-08-310001144215ayi:UnsecuredDelayedDrawTermLoanMemberus-gaap:UnsecuredDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-02-280001144215ayi:UnsecuredDelayedDrawTermLoanMemberus-gaap:UnsecuredDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-02-280001144215ayi:UnsecuredDelayedDrawTermLoanMemberus-gaap:UnsecuredDebtMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-08-310001144215ayi:UnsecuredDelayedDrawTermLoanMemberus-gaap:UnsecuredDebtMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-08-310001144215us-gaap:NontaxableMunicipalBondsMemberayi:IndustrialRevenueBondMaturingin2021Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-02-280001144215us-gaap:NontaxableMunicipalBondsMemberayi:IndustrialRevenueBondMaturingin2021Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-02-280001144215us-gaap:NontaxableMunicipalBondsMemberayi:IndustrialRevenueBondMaturingin2021Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-08-310001144215us-gaap:NontaxableMunicipalBondsMemberayi:IndustrialRevenueBondMaturingin2021Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-08-310001144215us-gaap:BankLoanObligationsMemberayi:A2016FixedrateBankLoansMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2021-02-280001144215us-gaap:BankLoanObligationsMemberayi:A2016FixedrateBankLoansMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-02-280001144215us-gaap:BankLoanObligationsMemberayi:A2016FixedrateBankLoansMemberus-gaap:CarryingReportedAmountFairValueDisclosureMember2020-08-310001144215us-gaap:BankLoanObligationsMemberayi:A2016FixedrateBankLoansMemberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-08-310001144215us-gaap:LandMember2021-02-280001144215us-gaap:LandMember2020-08-310001144215us-gaap:BuildingAndBuildingImprovementsMember2021-02-280001144215us-gaap:BuildingAndBuildingImprovementsMember2020-08-310001144215us-gaap:MachineryAndEquipmentMember2021-02-280001144215us-gaap:MachineryAndEquipmentMember2020-08-310001144215ayi:AcuityBrandsLightingIncMemberayi:A2150SeniorUnsecuredNotesDueDecember2030Memberus-gaap:UnsecuredDebtMember2020-11-10xbrli:pure0001144215ayi:AcuityBrandsLightingIncMemberayi:A2150SeniorUnsecuredNotesDueDecember2030Memberus-gaap:UnsecuredDebtMember2020-11-102020-11-100001144215ayi:AcuityBrandsLightingIncMemberayi:A2150SeniorUnsecuredNotesDueDecember2030Memberus-gaap:UnsecuredDebtMember2021-02-280001144215us-gaap:NontaxableMunicipalBondsMemberayi:IndustrialRevenueBondMaturingin2021Member2021-02-280001144215us-gaap:BankLoanObligationsMemberayi:A2016FixedrateBankLoansMember2020-09-012021-02-280001144215us-gaap:BankLoanObligationsMemberayi:A2016FixedrateBankLoansMember2020-08-310001144215us-gaap:RevolvingCreditFacilityMemberayi:NewRevolvingCreditFacilityMember2018-06-290001144215us-gaap:RevolvingCreditFacilityMemberayi:NewRevolvingCreditFacilityMember2018-06-292018-06-290001144215ayi:UnsecuredDelayedDrawTermLoanMemberus-gaap:UnsecuredDebtMember2018-06-290001144215us-gaap:RevolvingCreditFacilityMemberayi:NewRevolvingCreditFacilityMember2020-08-310001144215us-gaap:RevolvingCreditFacilityMemberayi:NewRevolvingCreditFacilityMember2021-02-280001144215ayi:UnsecuredDelayedDrawTermLoanMemberus-gaap:UnsecuredDebtMember2020-08-310001144215ayi:UnsecuredDelayedDrawTermLoanMemberus-gaap:UnsecuredDebtMember2020-09-012020-11-300001144215ayi:EurocurrencyRateMemberus-gaap:RevolvingCreditFacilityMemberayi:NewRevolvingCreditFacilityMembersrt:MinimumMember2018-06-292018-06-290001144215ayi:EurocurrencyRateMembersrt:MaximumMemberus-gaap:RevolvingCreditFacilityMemberayi:NewRevolvingCreditFacilityMember2018-06-292018-06-290001144215us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberayi:NewRevolvingCreditFacilityMembersrt:MinimumMember2018-06-292018-06-290001144215srt:MaximumMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMemberayi:NewRevolvingCreditFacilityMember2018-06-292018-06-290001144215us-gaap:RevolvingCreditFacilityMembersrt:MinimumMember2018-06-292018-06-290001144215srt:MaximumMemberus-gaap:RevolvingCreditFacilityMember2018-06-292018-06-290001144215us-gaap:RevolvingCreditFacilityMember2018-06-290001144215us-gaap:LetterOfCreditMemberayi:NewRevolvingCreditFacilityMember2021-02-280001144215us-gaap:RevolvingCreditFacilityMember2021-02-28ayi:statement0001144215ayi:SecuritiesClassActionMember2019-08-122019-08-120001144215ayi:SecuritiesClassActionMember2019-08-120001144215us-gaap:CommonStockMember2020-08-310001144215us-gaap:AdditionalPaidInCapitalMember2020-08-310001144215us-gaap:RetainedEarningsMember2020-08-310001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-08-310001144215us-gaap:TreasuryStockMember2020-08-310001144215us-gaap:RetainedEarningsMember2020-09-012020-11-3000011442152020-09-012020-11-300001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-09-012020-11-300001144215srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2020-08-310001144215srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-08-310001144215us-gaap:CommonStockMember2020-09-012020-11-300001144215us-gaap:AdditionalPaidInCapitalMember2020-09-012020-11-300001144215us-gaap:TreasuryStockMember2020-09-012020-11-300001144215us-gaap:CommonStockMember2020-11-300001144215us-gaap:AdditionalPaidInCapitalMember2020-11-300001144215us-gaap:RetainedEarningsMember2020-11-300001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-11-300001144215us-gaap:TreasuryStockMember2020-11-3000011442152020-11-300001144215us-gaap:RetainedEarningsMember2020-12-012021-02-280001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-012021-02-280001144215us-gaap:CommonStockMember2020-12-012021-02-280001144215us-gaap:AdditionalPaidInCapitalMember2020-12-012021-02-280001144215us-gaap:TreasuryStockMember2020-12-012021-02-280001144215us-gaap:CommonStockMember2021-02-280001144215us-gaap:AdditionalPaidInCapitalMember2021-02-280001144215us-gaap:RetainedEarningsMember2021-02-280001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-02-280001144215us-gaap:TreasuryStockMember2021-02-280001144215us-gaap:CommonStockMember2019-08-310001144215us-gaap:AdditionalPaidInCapitalMember2019-08-310001144215us-gaap:RetainedEarningsMember2019-08-310001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-08-310001144215us-gaap:TreasuryStockMember2019-08-310001144215us-gaap:RetainedEarningsMember2019-09-012019-11-3000011442152019-09-012019-11-300001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-09-012019-11-300001144215us-gaap:CommonStockMember2019-09-012019-11-300001144215us-gaap:AdditionalPaidInCapitalMember2019-09-012019-11-300001144215us-gaap:CommonStockMember2019-11-300001144215us-gaap:AdditionalPaidInCapitalMember2019-11-300001144215us-gaap:RetainedEarningsMember2019-11-300001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-11-300001144215us-gaap:TreasuryStockMember2019-11-3000011442152019-11-300001144215us-gaap:RetainedEarningsMember2019-12-012020-02-290001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-012020-02-290001144215us-gaap:CommonStockMember2019-12-012020-02-290001144215us-gaap:AdditionalPaidInCapitalMember2019-12-012020-02-290001144215us-gaap:CommonStockMember2020-02-290001144215us-gaap:AdditionalPaidInCapitalMember2020-02-290001144215us-gaap:RetainedEarningsMember2020-02-290001144215us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-290001144215us-gaap:TreasuryStockMember2020-02-290001144215ayi:SalesChannelThroughIndependentSalesNetworkMember2020-12-012021-02-280001144215ayi:SalesChannelThroughIndependentSalesNetworkMember2019-12-012020-02-290001144215ayi:SalesChannelThroughIndependentSalesNetworkMember2020-09-012021-02-280001144215ayi:SalesChannelThroughIndependentSalesNetworkMember2019-09-012020-02-290001144215ayi:SalesChannelThroughDirectSalesNetworkMember2020-12-012021-02-280001144215ayi:SalesChannelThroughDirectSalesNetworkMember2019-12-012020-02-290001144215ayi:SalesChannelThroughDirectSalesNetworkMember2020-09-012021-02-280001144215ayi:SalesChannelThroughDirectSalesNetworkMember2019-09-012020-02-290001144215ayi:SalesChannelThroughRetailMember2020-12-012021-02-280001144215ayi:SalesChannelThroughRetailMember2019-12-012020-02-290001144215ayi:SalesChannelThroughRetailMember2020-09-012021-02-280001144215ayi:SalesChannelThroughRetailMember2019-09-012020-02-290001144215ayi:SalesChannelThroughCorporateAccountsNetworkMember2020-12-012021-02-280001144215ayi:SalesChannelThroughCorporateAccountsNetworkMember2019-12-012020-02-290001144215ayi:SalesChannelThroughCorporateAccountsNetworkMember2020-09-012021-02-280001144215ayi:SalesChannelThroughCorporateAccountsNetworkMember2019-09-012020-02-290001144215ayi:SalesChannelThroughOtherMember2020-12-012021-02-280001144215ayi:SalesChannelThroughOtherMember2019-12-012020-02-290001144215ayi:SalesChannelThroughOtherMember2020-09-012021-02-280001144215ayi:SalesChannelThroughOtherMember2019-09-012020-02-290001144215us-gaap:PensionPlansDefinedBenefitMember2020-12-012021-02-280001144215us-gaap:PensionPlansDefinedBenefitMember2019-12-012020-02-290001144215us-gaap:PensionPlansDefinedBenefitMember2020-09-012021-02-280001144215us-gaap:PensionPlansDefinedBenefitMember2019-09-012020-02-290001144215us-gaap:EmployeeSeveranceMember2020-12-012021-02-280001144215us-gaap:EmployeeSeveranceMember2019-12-012020-02-290001144215us-gaap:EmployeeSeveranceMember2020-09-012021-02-280001144215us-gaap:EmployeeSeveranceMember2019-09-012020-02-290001144215ayi:RelocationAndOtherRestructuringCostsMember2020-12-012021-02-280001144215ayi:RelocationAndOtherRestructuringCostsMember2019-12-012020-02-290001144215ayi:RelocationAndOtherRestructuringCostsMember2020-09-012021-02-280001144215ayi:RelocationAndOtherRestructuringCostsMember2019-09-012020-02-290001144215ayi:Fiscal2020ActionsRestructuringActivityMember2020-08-310001144215ayi:Fiscal2020ActionsRestructuringActivityMember2020-09-012021-02-280001144215ayi:Fiscal2020ActionsRestructuringActivityMember2021-02-280001144215us-gaap:EmployeeStockOptionMember2020-12-012021-02-280001144215us-gaap:EmployeeStockOptionMember2019-12-012020-02-290001144215us-gaap:EmployeeStockOptionMember2020-09-012021-02-280001144215us-gaap:EmployeeStockOptionMember2019-09-012020-02-290001144215us-gaap:PerformanceSharesMember2020-12-012021-02-280001144215us-gaap:PerformanceSharesMember2019-12-012020-02-290001144215us-gaap:PerformanceSharesMember2020-09-012021-02-280001144215us-gaap:PerformanceSharesMember2019-09-012020-02-290001144215us-gaap:RestrictedStockMember2020-12-012021-02-280001144215us-gaap:RestrictedStockMember2019-12-012020-02-290001144215us-gaap:RestrictedStockMember2020-09-012021-02-280001144215us-gaap:RestrictedStockMember2019-09-012020-02-290001144215us-gaap:AccumulatedTranslationAdjustmentMember2020-08-310001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-08-310001144215us-gaap:AccumulatedTranslationAdjustmentMember2020-09-012021-02-280001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-09-012021-02-280001144215us-gaap:AccumulatedTranslationAdjustmentMember2021-02-280001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2021-02-280001144215us-gaap:AccumulatedTranslationAdjustmentMember2019-08-310001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-08-310001144215us-gaap:AccumulatedTranslationAdjustmentMember2019-09-012020-02-290001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-09-012020-02-290001144215us-gaap:AccumulatedTranslationAdjustmentMember2020-02-290001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-02-290001144215us-gaap:AccumulatedTranslationAdjustmentMember2020-12-012021-02-280001144215us-gaap:AccumulatedTranslationAdjustmentMember2019-12-012020-02-290001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2020-12-012021-02-280001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2019-12-012020-02-290001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2020-12-012021-02-280001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2019-12-012020-02-290001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2020-12-012021-02-280001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2019-12-012020-02-290001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2020-09-012021-02-280001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2019-09-012020-02-290001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2020-09-012021-02-280001144215us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2019-09-012020-02-29
Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
Form 10-Q
_____________________________________________
(Mark One) 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2021.
OR
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 30309-7676
(Address of principal executive offices)
(404853-1400
(Registrant’s telephone number, including area code)
None
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, $0.01 par value per shareAYINew York Stock Exchange
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      No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).  Yes      No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filerNon-accelerated filer
Smaller reporting companyEmerging growth company
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes      No 
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 35,705,420 shares as of March 26, 2021.



Table of Contents
ACUITY BRANDS, INC.
Table of Contents

  Page No.




Table of Contents
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
ACUITY BRANDS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
 February 28, 2021August 31, 2020
 (unaudited)
ASSETS
Current assets: 
Cash and cash equivalents$498.7 $560.7 
Accounts receivable, less reserve for doubtful accounts of $2.6 and $2.6, respectively
448.0 500.3 
Inventories321.3 320.1 
Prepayments and other current assets76.1 58.6 
Total current assets1,344.1 1,439.7 
Property, plant, and equipment, net262.0 270.5 
Operating lease right-of-use assets63.3 63.4 
Goodwill1,084.2 1,080.0 
Intangible assets, net587.2 605.9 
Deferred income taxes2.5 2.7 
Other long-term assets16.9 29.5 
Total assets$3,360.2 $3,491.7 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities: 
Accounts payable$321.5 $326.5 
Current maturities of debt4.0 24.3 
Current operating lease liabilities17.3 17.2 
Accrued compensation91.4 85.4 
Other accrued liabilities142.1 164.2 
Total current liabilities576.3 617.6 
Long-term debt494.0 376.8 
Long-term operating lease liabilities52.2 56.8 
Accrued pension liabilities68.0 91.6 
Deferred income taxes95.5 94.9 
Self-insurance reserves6.8 6.5 
Other long-term liabilities134.9 120.0 
Total liabilities1,427.7 1,364.2 
Commitments and contingencies (see Commitments and Contingencies footnote)
Stockholders’ equity: 
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued
  
Common stock, $0.01 par value; 500,000,000 shares authorized; 53,985,970 and 53,885,165 issued, respectively
0.5 0.5 
Paid-in capital977.8 963.6 
Retained earnings2,635.9 2,523.3 
Accumulated other comprehensive loss(118.1)(132.7)
Treasury stock, at cost — 18,244,813 and 15,012,449 shares, respectively
(1,563.6)(1,227.2)
Total stockholders’ equity1,932.5 2,127.5 
Total liabilities and stockholders’ equity$3,360.2 $3,491.7 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
1

Table of Contents
ACUITY BRANDS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions, except per-share data)
 Three Months EndedSix Months Ended
 February 28, 2021February 29, 2020February 28, 2021February 29, 2020
Net sales$776.6 $824.2 $1,568.6 $1,658.9 
Cost of products sold439.9 480.3 899.5 959.2 
Gross profit336.7 343.9 669.1 699.7 
Selling, distribution, and administrative expenses245.4 260.9 491.4 526.2 
Special charges0.3 1.6 1.0 8.5 
Operating profit91.0 81.4 176.7 165.0 
Other expense: 
Interest expense, net6.6 5.7 11.5 14.0 
Miscellaneous expense, net2.2 1.0 3.8 2.4 
Total other expense8.8 6.7 15.3 16.4 
Income before income taxes82.2 74.7 161.4 148.6 
Income tax expense19.3 17.5 38.9 34.4 
Net income$62.9 $57.2 $122.5 $114.2 
Earnings per share: 
Basic earnings per share$1.75 $1.45 $3.32 $2.89 
Basic weighted average number of shares outstanding36.0 39.5 36.9 39.5 
Diluted earnings per share$1.74 $1.44 $3.30 $2.88 
Diluted weighted average number of shares outstanding36.2 39.7 37.1 39.7 
Dividends declared per share$0.13 $0.13 $0.26 $0.26 
Comprehensive income:
Net income$62.9 $57.2 $122.5 $114.2 
Other comprehensive income (loss) items:
Foreign currency translation adjustments6.7 (3.7)11.3 (1.8)
Defined benefit plans, net of tax1.7 1.7 3.3 3.6 
Other comprehensive income (loss) items, net of tax8.4 (2.0)14.6 1.8 
Comprehensive income$71.3 $55.2 $137.1 $116.0 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.


2

Table of Contents
ACUITY BRANDS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)
 Six Months Ended
 February 28, 2021February 29, 2020
Cash flows from operating activities:
Net income$122.5 $114.2 
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization50.0 49.8 
Share-based payment expense15.2 24.7 
Asset impairment4.0  
Accounts receivable54.5 66.9 
Inventories(0.4)8.3 
Prepayments and other current assets(7.6)(4.0)
Accounts payable(4.3)(12.3)
Other(21.3)(32.9)
Net cash provided by operating activities212.6 214.7 
Cash flows from investing activities:  
Purchases of property, plant, and equipment(21.2)(24.9)
Proceeds from sale of property, plant, and equipment0.4 0.2 
Acquisition of businesses, net of cash acquired (302.9)
Other investing activities(3.1)(1.9)
Net cash used for investing activities(23.9)(329.5)
Cash flows from financing activities:  
Issuance of long-term debt493.9 400.0 
Repayments of long-term debt(397.1)(350.5)
Repurchases of common stock(338.3) 
Proceeds from stock option exercises and other0.9 0.5 
Payments of taxes withheld on net settlement of equity awards(3.3)(4.7)
Dividends paid(9.7)(10.4)
Net cash (used for) provided by financing activities(253.6)34.9 
Effect of exchange rate changes on cash and cash equivalents2.9 (0.5)
Net change in cash and cash equivalents(62.0)(80.4)
Cash and cash equivalents at beginning of period560.7 461.0 
Cash and cash equivalents at end of period$498.7 $380.6 
Supplemental cash flow information:  
Income taxes paid during the period$38.7 $29.9 
Interest paid during the period$15.5 $23.8 
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
3

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

Note 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 wholly-owned subsidiaries (Acuity Brands, ABL, and such other subsidiaries are collectively referred to herein as “we,” “our,” “us,” the “Company,” or similar references) and was incorporated in 2001 under the laws of the State of Delaware. We are a market-leading industrial technology company that develops, manufactures, and provides lighting and building technology solutions and services for commercial, institutional, industrial, infrastructure, and residential applications throughout North America and select international markets. Our lighting and building technology solutions include devices such as luminaires, lighting controls, controls 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, we continue to evolve Atrius as the intelligent building platform upon which a host of problem-solving applications can be deployed. Our solution, built on our local operating system, delivers increased efficiency and productivity by solving facility, operational, and line of business problems through location awareness. We have one reportable segment serving the North American lighting market and select international markets.
We prepared the Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) to 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 our consolidated financial position as of February 28, 2021, our consolidated comprehensive income for the three and six months ended February 28, 2021 and February 29, 2020, and our consolidated cash flows for the six months ended February 28, 2021 and February 29, 2020. Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. However, we believe 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 as of and for the three years ended August 31, 2020 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2020 (File No. 001-16583) (“Form 10-K”).
The results of operations for the three and six months ended February 28, 2021 and February 29, 2020 are not necessarily indicative of the results to be expected for the full fiscal year due primarily to continued uncertainty of general economic conditions that may impact our key end markets for the remainder of fiscal 2021, seasonality, and the impact of any acquisitions, among other reasons. Additionally, we are uncertain of the future impact of the ongoing COVID-19 pandemic and of possible sustained deterioration in economic conditions to our sales channels, supply chain, manufacturing, and distribution as well as overall construction, renovation, and consumer spending.

Note 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.
4

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3 — Acquisitions
The following discussion relates to acquisitions completed during fiscal 2020. No acquisitions were completed during fiscal 2021.
Fiscal 2020 Acquisitions
The Luminaires Group
On September 17, 2019, using cash on hand and borrowings under available existing credit arrangements, we acquired all of the equity interests of The Luminaires Group (“TLG”), a leading provider of specification-grade luminaires for commercial, institutional, hospitality, and municipal markets, all of which complement our current and dynamic lighting portfolio. TLG's indoor and outdoor lighting fixtures are marketed to architects, landscape architects, interior designers, and engineers through five niche lighting brands: A-light™, Cyclone™, Eureka®, Luminaire LED™, and Luminis®.
LocusLabs, Inc.
On November 25, 2019, using cash on hand, we acquired all of the equity interests of LocusLabs, Inc (“LocusLabs”). The LocusLabs software platform supports navigation applications used on mobile devices, web browsers, and digital displays in airports, event centers, multi-floor office buildings, and campuses.
Accounting for Fiscal 2020 Acquisitions
We accounted for the acquisitions of TLG and LocusLabs (collectively, the “2020 Acquisitions”) in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Acquired assets and liabilities were recorded at their estimated acquisition-date fair values, and acquisition-related costs were expensed as incurred. We finalized the acquisition accounting for the 2020 Acquisitions during the first quarter of fiscal 2021. There were no material changes to our financial statements as a result of the finalization of the acquisition accounting for the 2020 Acquisitions.
The aggregate purchase price of the 2020 Acquisitions reflects total goodwill and identified intangible assets of approximately $107.6 million and $180.6 million, respectively. Identified intangible assets consist of indefinite-lived marketing-related intangibles as well as definite-lived customer-based and technology-based assets, which have a weighted average useful life of approximately 16 years. Goodwill recognized from these acquisitions is comprised primarily of expected benefits related to complementing and expanding our solutions portfolio, including dynamic lighting and software, as well as the trained workforce acquired with these businesses and expected synergies from combining the operations of the acquired businesses with our operations. Goodwill from these acquisitions totaling $77.7 million is expected to be tax deductible.

Note 4 — New Accounting Pronouncements
Accounting Standards Adopted in Fiscal 2021
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires an entity to assess impairment of its financial instruments based on the entity's estimate of expected credit losses. Since the issuance of ASU 2016-13, the FASB released several amendments to improve and clarify the implementation guidance. These standards have been collectively codified within ASC Topic 326, Credit Losses (“ASC 326”). The provisions of ASC 326 are effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2019. We adopted the provisions of ASC 326 as of September 1, 2020 and applied these changes through an immaterial cumulative-effect adjustment of $0.2 million to retained earnings as of the date of adoption. Our estimation of current expected credit losses reflects our considerations of the impact of general economic conditions, including construction spending, unemployment rates, the effects of the COVID-19 pandemic, and macroeconomic growth, on our customers' ability to meet their obligations.
5

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
In August 2018, the FASB issued ASU No. 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (“ASU 2018-15”), which requires customers to apply internal-use software guidance to determine the implementation costs that are able to be capitalized. Capitalized implementation costs are required to be amortized over the term of the arrangement, beginning when the cloud computing arrangement is ready for its intended use. ASU 2018-15 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2019. We adopted ASU 2018-15 as of September 1, 2020 on a prospective basis. This standard did not have a material effect on our financial condition, results of operations, or cash flows.
Accounting Standards Yet to Be Adopted
In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC Topic 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We are currently evaluating the impacts of the provisions of ASU 2019-12 on our financial condition, results of operations, and cash flows.
All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.
Note 5 — Fair Value Measurements
We determine fair value measurements based on the assumptions a market participant would use in pricing an asset or liability. ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a three-level hierarchy that categorizes 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).
We utilize valuation methodologies to determine the fair values of our 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. 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.
We used quoted market prices to determine the fair value of Level 1 assets and liabilities. Our cash and cash equivalents (Level 1), which are required to be carried at fair value and measured on a recurring basis, were $498.7 million and $560.7 million as of February 28, 2021 and August 31, 2020, respectively.
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.
6

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The carrying values and estimated fair values of certain of our financial instruments were as follows as of the dates presented (in millions):
 February 28, 2021August 31, 2020
 Carrying ValueFair ValueCarrying ValueFair Value
Assets:
Investments in unconsolidated affiliates$5.5 $5.5 $6.0 $6.0 
Liabilities:  
Senior unsecured public notes, net of unamortized discount and deferred costs$494.0 $490.8 $ $ 
Borrowings under Term Loan Facility  395.0 395.0 
Industrial revenue bond4.0 4.0 4.0 4.0 
Bank loans  2.1 2.3 
We hold equity investments in three unconsolidated affiliates without readily determinable fair value. These strategic investments represent less than a 20% ownership interest in each of the privately-held affiliates, and we do not maintain power over or control of the entities. We have elected the practical expedient in ASC Topic 321, Investments—Equity Securities, to measure these investments at cost less any impairment adjusted for observable price changes, if any. Based on these considerations, we estimate that the carrying value of the acquired shares represents the fair value of the investment as of February 28, 2021. During the first quarter of fiscal 2021, we recorded an impairment charge for one of these investments of $4.0 million as a recapitalization of the underlying company diluted our holding value. This impairment is reflected in Miscellaneous expense, net for the six months ended February 28, 2021 within our Consolidated Statements of Comprehensive Income.
Our 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). Our industrial revenue bond (“IRB”) is carried at the outstanding balance as of the end of the reporting period. The IRB is a variable-rate instrument that resets on a frequent short-term basis; therefore, we estimate that the face amount of this bond approximates its fair value as of February 28, 2021 based on instruments of similar terms and maturity (Level 2). Fair value is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2). See Note 9 — Debt and Lines of Credit for further details on our borrowings.
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 us. 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 our management of liquidity and other risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

7

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 6 — Inventories
Inventories include materials, labor, inbound freight, and related manufacturing overhead, are stated at the lower of cost (on a first-in, first-out or average cost basis) and net realizable value, and consist of the following as of the dates presented (in millions):
 February 28, 2021August 31, 2020
Raw materials, supplies, and work in process (1)
$163.1 $170.3 
Finished goods201.1 199.1 
Inventories excluding reserves364.2 369.4 
Less: Reserves(42.9)(49.3)
Total inventories$321.3 $320.1 
_______________________________________
(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, we do not believe the segregation of raw materials and work in process is meaningful information.
We review inventory quantities on hand and record a provision for excess or obsolete inventory primarily based on estimated future demand and current market conditions. A significant change in customer demand or market conditions could render certain inventory obsolete and could have a material adverse impact on our operating results in the period the change occurs.

Note 7 — Property, Plant, and Equipment
Property, plant, and equipment consisted of the following as of the dates presented (in millions):
 February 28, 2021August 31, 2020
Land$22.4 $22.2 
Buildings and leasehold improvements194.1 192.2 
Machinery and equipment602.4 588.4 
Total property, plant, and equipment, at cost818.9 802.8 
Less: Accumulated depreciation and amortization(556.9)(532.3)
Property, plant, and equipment, net$262.0 $270.5 

Note 8 — Goodwill and Intangible Assets
Through multiple acquisitions, we have acquired definite-lived intangible assets consisting primarily of trademarks and trade names associated with specific products, 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.
We recorded amortization expense of $10.1 million and $10.4 million during the three months ended February 28, 2021 and February 29, 2020, respectively, and $20.2 million and $20.0 million during the six months ended February 28, 2021 and February 29, 2020, respectively. Amortization expense is generally recorded on a straight-line basis and is expected to be approximately $40.7 million in fiscal 2021, $40.6 million in fiscal 2022, $40.3 million in fiscal 2023, $40.1 million in fiscal 2024, and $33.3 million in fiscal 2025.
8

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The following table summarizes the changes in the carrying amount of goodwill during the periods presented (in millions):
Six Months Ended
February 28, 2021February 29, 2020
Beginning balance$1,080.0 $967.3 
Provisional additions from acquired businesses 147.8 
Adjustments to provisional amounts from acquired businesses (23.9)
Foreign currency translation adjustments4.2 (1.6)
Ending balance$1,084.2 $1,089.6 
Further discussion of goodwill and other intangible assets is included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

Note 9 — Debt and Lines of Credit
Long-term Debt
On November 10, 2020, ABL issued $500.0 million aggregate principal amount of 2.150% senior unsecured notes due December 15, 2030 (the "Unsecured Notes"). The Unsecured Notes bear interest at a rate of 2.150% per annum and were issued at a price equal to 99.737% of their face value. Interest on the Unsecured Notes will be paid semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by Acuity Brands and ABL IP Holding LLC, a wholly-owned subsidiary of Acuity Brands. Additionally, we recorded $4.8 million of deferred issuance costs related to the Unsecured Notes as a direct deduction from the face amount of the Unsecured Notes. These issuance costs are amortized over the 10-year term of the Unsecured Notes. As of February 28, 2021, the balance of the Unsecured Notes net of unamortized discount and deferred issuance costs was $494.0 million.
As of February 28, 2021, we also had $4.0 million of tax-exempt industrial revenue bonds that are scheduled to mature in June 2021. The carrying value of these bonds is reflected within Current maturities of debt on the Consolidated Balance Sheets as of February 28, 2021. Additionally, we had $2.1 million outstanding under fixed-rate bank loans at August 31, 2020 that we repaid during the six months ended February 28, 2021, prior to their maturity date. Further discussion of our long-term debt is included within the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements within our Form 10-K.
Lines of Credit
On June 29, 2018, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides us with a $400.0 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) and provided us with a $400.0 million unsecured delayed draw term loan facility (the “Term Loan Facility”). We had no borrowings outstanding under the Revolving Credit Facility as of February 28, 2021 or August 31, 2020. We had $395.0 million of borrowings under the Term Loan Facility as of August 31, 2020, which we fully repaid during the first quarter of fiscal 2021 using the proceeds from the Unsecured Notes. The Credit Agreement allows for no future borrowings under the Term Loan Facility.
Generally, amounts outstanding under the Revolving Credit Facility allow for borrowings to bear interest at either the Eurocurrency Rate or the base rate at our option, plus an applicable margin. 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”) or screen rate for the applicable currency plus an applicable margin. The Eurocurrency Rate applicable margin is based on our leverage ratio, as defined in the Credit Agreement, with such margin ranging from 1.000% to 1.375%. Base rate advances bear interest at an alternate base rate plus an applicable margin. The base rate applicable margin is based on our leverage ratio with such margin ranging from 0.000% to 0.375%.
9

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
We are required to pay certain fees in connection with the Credit Agreement, including administrative service fees and an annual facility fee. The annual facility fee is payable quarterly, in arrears, and is determined by our leverage ratio. The annual facility fee ranges from 0.125% to 0.250% of the aggregate $400.0 million commitment of the lenders under the Credit Agreement. The Credit Agreement contains financial covenants, including a minimum interest expense coverage ratio (“Minimum Interest Expense Coverage Ratio”) and a leverage ratio (“Maximum Leverage Ratio”) of total indebtedness to earnings before interest, tax, depreciation, and amortization (“EBITDA”), as such terms are defined in the Credit Agreement. These ratios are computed at the end of each fiscal quarter for the most recent 12-month period. The Credit Agreement generally allows for a Minimum Interest Expense Coverage Ratio of 2.50 and a Maximum Leverage Ratio of 3.50, subject to certain conditions.
We were in compliance with all financial covenants under the Credit Agreement as of February 28, 2021. At February 28, 2021, we had additional borrowing capacity under the Credit Agreement of $395.8 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less the outstanding letters of credit of $4.2 million issued under the Revolving Credit Facility. As of February 28, 2021, we had outstanding letters of credit totaling $8.4 million, primarily for securing collateral requirements under our casualty insurance programs and for providing credit support for our industrial revenue bond, which includes the $4.2 million issued under the Revolving Credit Facility.
Borrowings and repayments on our Revolving Credit Facility with terms of three months or less are reported on a net basis on our Consolidated Statements of Cash Flows.
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 periods presented (in millions):
 Three Months EndedSix Months Ended
 February 28, 2021February 29, 2020February 28, 2021February 29, 2020
Interest expense$6.9 $6.8 $12.0 $15.8 
Interest income(0.3)(1.1)(0.5)(1.8)
Interest expense, net$6.6 $5.7 $11.5 $14.0 

Note 10 — Commitments and Contingencies
In the normal course of business, we are 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 estimated liabilities and claims, legal and contractual issues, environmental laws and regulations, guarantees, and indemnities. We establish estimated liabilities when the associated costs related to uncertainties or guarantees become probable and can be reasonably estimated. For the period ended February 28, 2021, no material changes have occurred in our estimated liabilities 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 our Form 10-K.
10

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Product Warranty and Recall Costs
Our products generally have a standard warranty term of five years that assure our products comply with agreed upon specifications. We record an accrual 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. However, there can be no assurance that future warranty or recall costs will not exceed historical amounts or that new technology products may not generate unexpected costs. If actual future warranty or recall costs exceed historical amounts, additional increases in the accrual may be required, which could have a material adverse impact on our results of operations and cash flows.
Estimated liabilities for product warranty and recall costs are included in Other accrued liabilities and Other long-term liabilities on the Consolidated Balance Sheets. The following table summarizes changes in the estimated liabilities for product warranty and recall costs for the periods presented (in millions):
Six Months Ended
February 28, 2021February 29, 2020
Beginning balance$16.1 $11.5 
Warranty and recall costs10.1 12.5 
Payments and other deductions(11.0)(12.5)
Acquired warranty and recall liabilities 0.1 
Ending balance$15.2 $11.6 
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 us and certain of our officers on behalf of all persons who purchased or otherwise acquired our stock between June 29, 2016 and April 3, 2017. On February 20, 2018, a different shareholder filed a second class action complaint in the same venue against the same parties on behalf of all persons who purchased or otherwise acquired our stock between October 15, 2015 and April 3, 2017. The cases were transferred on April 30, 2018, to the United States District Court for the Northern District of Georgia and subsequently were consolidated as In re Acuity Brands, Inc. Securities Litigation, Civil Action No. 1:18-cv-02140-MHC (N.D. Ga.). On October 5, 2018, the court-appointed lead plaintiff filed a consolidated amended class action complaint (the “Consolidated Complaint”), which supersedes the initial complaints. The Consolidated Complaint is brought on behalf of all persons who purchased our common stock between October 7, 2015 and April 3, 2017 and alleges that we and certain of our current and former officers/executives 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 our products and (ii) overstated our ability to achieve profitable sales growth. The plaintiffs seek unspecified monetary damages, costs, and attorneys’ fees. We dispute the allegations in the complaints and intend to vigorously defend against the claims. We filed a motion to dismiss the Consolidated Complaint. On August 12, 2019, the court entered an order granting our motion to dismiss in part and dismissing all claims based on 42 of the 47 statements challenged in the Consolidated Complaint but also denying the motion in part and allowing claims based on five challenged statements to proceed to discovery. The Eleventh Circuit Court of Appeals has granted the Company permission to file an interlocutory appeal of the District Court’s class certification order. 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, we are 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 matters described above. We are insured, in excess of a self-retention, for Directors and Officers liability.
11

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Litigation
We are 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 pending and threatened legal proceedings will not have a material adverse effect on our financial condition, results of operations, or cash flows. 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 our financial condition, results of operations, or cash flows in future periods. We establish estimated liabilities 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 accrued for such claims. However, we cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the accrued amounts.

Note 11 — Changes in Stockholders' Equity
The following tables summarize changes in the components of stockholders' equity for the periods presented (in millions):
Common Stock Outstanding
SharesAmountPaid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Treasury
Stock, at cost
Total
Balance, August 31, 202038.9 $0.5 $963.6 $2,523.3 $(132.7)$(1,227.2)$2,127.5 
Net income— — — 59.6 — — 59.6 
Other comprehensive income— — — — 6.2 — 6.2 
Cumulative effect of adoption of ASC 326 (1)
— — — (0.2)— — (0.2)
Share-based payment amortization, issuances, and cancellations0.1 — 4.7 — — — 4.7 
Employee stock purchase plan issuances— — 0.3 — — — 0.3 
Cash dividends of $0.13 per share paid on common stock
— — — (5.0)— — (5.0)
Repurchases of common stock(2.6)— — — — (256.1)(256.1)
Balance, November 30, 202036.4 0.5 968.6 2,577.7 (126.5)(1,483.3)1,937.0 
Net income— — — 62.9 — — 62.9 
Other comprehensive income— — — — 8.4 — 8.4 
Share-based payment amortization, issuances, and cancellations — 8.6 — — — 8.6 
Employee stock purchase plan issuances— — 0.2 — — — 0.2 
Cash dividends of $0.13 per share paid on common stock
— — — (4.7)— — (4.7)
Stock options exercised— — 0.4 — — — 0.4 
Repurchases of common stock(0.7)— — — — (80.3)(80.3)
Balance, February 28, 202135.7 $0.5 $977.8 $2,635.9 $(118.1)$(1,563.6)$1,932.5 
____________________________________
(1) See Note 4 - New Accounting Pronouncements for further details on our adoption of ASC 326.
12

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Common Stock Outstanding
SharesAmountPaid-in
Capital
Retained
Earnings
Accumulated Other
Comprehensive
Loss
Treasury
Stock, at cost
Total
Balance, August 31, 201939.5 $0.5 $930.0 $2,295.8 $(151.4)$(1,156.0)$1,918.9 
Net income— — — 57.0 — — 57.0 
Other comprehensive income— — — — 3.8 — 3.8 
Share-based payment amortization, issuances, and cancellations — 12.6 — — — 12.6 
Employee stock purchase plan issuances— — 0.2 — — — 0.2 
Cash dividends of $0.13 per share paid on common stock
— — — (5.2)— — (5.2)
Balance, November 30, 201939.5 0.5 942.8 2,347.6 (147.6)(1,156.0)1,987.3 
Net income— — — 57.2 — — 57.2 
Other comprehensive loss— — — — (2.0)— (2.0)
Share-based payment amortization, issuances, and cancellations — 7.5 — — — 7.5 
Employee stock purchase plan issuances— — 0.2 — — — 0.2 
Cash dividends of $0.13 per share paid on common stock
— — — (5.2)— — (5.2)
Stock options exercised— — 0.1 — — — 0.1 
Balance, February 29, 202039.5 $0.5 $950.6 $2,399.6 $(149.6)$(1,156.0)$2,045.1 

Note 12 — Revenue Recognition
We recognize revenue when we transfer control of goods and services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for goods and services and is recognized net of allowances for rebates, sales incentives, product returns, and discounts to customers. Further details regarding revenue recognition are included within the Revenue Recognition footnote of the Notes to Consolidated Financial Statements within our Form 10-K.
Contract Balances
Our rights related to collections from customers are unconditional and are reflected within Accounts receivable on the Consolidated Balance Sheets. We do not have any other significant contract assets. Contract liabilities arise when we receive cash or an unconditional right to collect cash prior to the transfer of control of goods or services.
The amount of transaction price from contracts with customers allocated to our contract liabilities consists of the following as of the periods presented (in millions):
February 28, 2021August 31, 2020
Current deferred revenues$7.3 $5.4 
Non-current deferred revenues55.2 53.6 
Current deferred revenues primarily consist of software licenses as well as professional service and sales-type warranty fees collected prior to performing the related service. Current deferred revenues are included within Other current liabilities on the Consolidated Balance Sheets. These services are expected to be performed within one year. Non-current deferred revenues primarily consist of long-term service-type warranties, which are typically recognized ratably as revenue between five and ten years from the date of sale, and are included within Other long-term liabilities on the Consolidated Balance Sheets. Revenue recognized from beginning balances of contract liabilities during the six months ended February 28, 2021 totaled $4.3 million.
Unsatisfied performance obligations as of February 28, 2021 that do not represent contract liabilities consist primarily of orders for physical goods that have not yet been shipped, which are typically shipped within a few weeks of order receipt.
13

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Disaggregated Revenues
Our lighting and building management solutions are sold primarily through independent sales agents who cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, and directly to large corporate accounts. The following table shows revenue from contracts with customers by sales channel for the periods presented (in millions):
Three Months EndedSix Months Ended
February 28, 2021February 29, 2020February 28, 2021February 29, 2020
Independent sales network$592.7 $596.9 $1,192.2 $1,214.9 
Direct sales network73.9 73.3 150.2 157.6 
Retail sales43.0 56.8 98.0 110.2 
Corporate accounts26.7 54.8 50.7 88.3 
Other40.3 42.4 77.5 87.9 
Total $776.6 $824.2 $1,568.6 $1,658.9 

Note 13 — Share-based Payments
We account for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors over the related requisite service period, including stock options, performance share units, and restricted shares (all part of our equity incentive plan), as well as share units representing certain deferrals into our director deferred compensation plan or our supplemental deferred savings plan.
The following table presents share-based payment expense for the periods presented (in millions):
Three Months EndedSix Months Ended
February 28, 2021February 29, 2020February 28, 2021February 29, 2020
Share-based payment expense$7.5 $8.0 $15.2 $24.7 
Further details regarding our stock options, restricted shares, and director compensation award programs as well as our share-based payments are included within the Share-based Payments footnote of the Notes to Consolidated Financial Statements within our Form 10-K.
Note 14 — Pension Plans
We have 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. We make at least the minimum annual contributions to the plans to the extent indicated by actuarial valuations and statutory requirements. Plan assets are invested primarily in equity and fixed income securities.
Service cost of net periodic pension cost is allocated between Cost of products sold and Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income based on the nature of the employee's services. All other components of net periodic pension cost are included within Miscellaneous expense, net in the Consolidated Statements of Comprehensive Income. Net periodic pension cost included the following components before tax for the periods presented (in millions):
14

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 Three Months EndedSix Months Ended
 February 28, 2021February 29, 2020February 28, 2021February 29, 2020
Service cost$1.3 $1.1 $2.5 $2.3 
Interest cost1.5 1.9 3.1 3.7 
Expected return on plan assets(3.3)(3.1)(6.6)(6.2)
Amortization of prior service cost0.7 1.0 1.4 2.0 
Recognized actuarial loss1.3 1.4 2.7 2.8 
Net periodic pension cost$1.5 $2.3 $3.1 $4.6 
Further details regarding our pension plans are included within the Pension and Defined Contribution Plans footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

Note 15 — Special Charges
During the first six months of fiscal 2021, we recognized pre-tax special charges of $1.0 million, which consisted of charges for relocation costs and adjustments related to severance costs associated with the previously announced transfer of activities from planned facility closures. We expect these actions to streamline our business activities, integrate recent acquisitions, and respond to reduced demand due to the COVID-19 pandemic, and that they will allow us to reduce spending in certain areas while permitting continued investment in future growth initiatives, such as new products, expanded market presence, and technology and innovation. Further details regarding our special charges are included within the Special Charges footnote of the Notes to Consolidated Financial Statements within our Form 10-K.
The following table summarizes costs reflected within Special charges on the Consolidated Statements of Comprehensive Income for the periods presented (in millions):
Three Months EndedSix Months Ended
February 28, 2021February 29, 2020February 28, 2021February 29, 2020
Severance and employee-related costs$(0.4)$0.6 $(0.1)$5.7 
Relocation and other restructuring costs0.7 1.0 1.1 2.8 
Total special charges$0.3 $1.6 $1.0 $8.5 
As of February 28, 2021, remaining restructuring reserves were $1.2 million and are included in Accrued compensation on the Consolidated Balance Sheets. The changes in the reserves related to these programs during the period presented are summarized as follows (in millions):
Fiscal 2020 Actions
Balance at August 31, 2020$3.0 
Severance and employee-related costs(0.1)
Payments made during the period(1.7)
Balance at February 28, 2021$1.2 

Note 16 — Earnings Per Share
Basic earnings per share 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.
The following table calculates basic earnings per common share and diluted earnings per common share for the periods presented (in millions, except per share data):
15

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Three Months EndedSix Months Ended
February 28, 2021February 29, 2020February 28, 2021February 29, 2020
Net income$62.9 $57.2 $122.5 $114.2 
Basic weighted average shares outstanding36.0 39.5 36.9 39.5 
Common stock equivalents0.2 0.2 0.2 0.2 
Diluted weighted average shares outstanding36.2 39.7 37.1 39.7 
Basic earnings per share$1.75 $1.45 $3.32 $2.89 
Diluted earnings per share$1.74 $1.44 $3.30 $2.88 
The following table presents stock options, performance stock awards, and restricted stock awards that were excluded from the diluted earnings per share calculation for the periods presented as the effect of inclusion would have been antidilutive:
Three Months EndedSix Months Ended
February 28, 2021February 29, 2020February 28, 2021February 29, 2020
Stock options954,677 443,595 1,077,258 361,283 
Performance stock awards   7,569 
Restricted stock awards71,812 102,210 116,219 116,962 
Further discussion of our stock options and restricted stock awards is included within the Common Stock and Related Matters and Share-based Payments footnotes of the Notes to Consolidated Financial Statements within our Form 10-K.
Note 17 — Comprehensive Income
Comprehensive income represents a measure of all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. Other comprehensive income (loss) items include foreign currency translation and pension adjustments.
The following tables summarize the changes in each component of accumulated other comprehensive loss during the periods presented (in millions):
 Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items
Balance at August 31, 2020$(53.5)$(79.2)$(132.7)
Other comprehensive income before reclassifications11.3  11.3 
Amounts reclassified from accumulated other comprehensive loss (1)
 3.3 3.3 
Net current period other comprehensive income11.3 3.3 14.6 
Balance at February 28, 2021$(42.2)$(75.9)$(118.1)
 Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items
Balance at August 31, 2019$(65.4)$(86.0)$(151.4)
Other comprehensive loss before reclassifications(1.8) (1.8)
Amounts reclassified from accumulated other comprehensive loss (1)
 3.6 3.6 
Net current period other comprehensive (loss) income(1.8)3.6 1.8 
Balance at February 29, 2020$(67.2)$(82.4)$(149.6)
_______________________________________
(1) The before tax amounts of the defined benefit pension plan items are included in net periodic pension cost. See the Pension and Defined Contribution Plans footnote for additional details.
16

Table of Contents
ACUITY BRANDS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The following table summarizes the tax expense or benefit allocated to each component of other comprehensive income (loss) for the periods presented (in millions):
Three Months Ended
February 28, 2021February 29, 2020
 Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Before Tax Amount Tax (Expense) Benefit Net of Tax Amount
Foreign currency translation adjustments$6.7 $ $6.7 $(3.7)$ $(3.7)
Defined benefit pension plans: