Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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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 November 30, 2023.


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 1200, Atlanta, Georgia 30309

(Address of principal executive offices)

(404) 853-1400

(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 class

Trading symbol

Name of each exchange on which registered

Common stock, $0.01 par value per share

AYI

New 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 filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging 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 — 30,816,757 shares as of January 4, 2024.

ACUITY BRANDS, INC.

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		Page No.
Part I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets -- November 30, 2023 (Unaudited) and August 31, 2023	1
	Consolidated Statements of Comprehensive Income (Unaudited) -- Three months ended November 30, 2023 and 2022	2
	Consolidated Statements of Cash Flows (Unaudited) -- Three months ended November 30, 2023 and 2022	3
	Notes to Consolidated Financial Statements (Unaudited)	4
	Note 1 — Description of Business and Basis of Presentation	4
	Note 2 — Significant Accounting Policies	5
	Note 3 — Acquisitions and Divestitures	5
	Note 4 — New Accounting Pronouncements	6
	Note 5 — Fair Value Measurements	6
	Note 6 — Inventories	8
	Note 7 — Property, Plant, and Equipment	8
	Note 8 — Goodwill and Intangible Assets	8
	Note 9 — Other Current Liabilities	9
	Note 10 — Debt and Lines of Credit	10
	Note 11 — Commitments and Contingencies	10
	Note 12 — Changes in Stockholders' Equity	12
	Note 13 — Revenue Recognition	12
	Note 14 — Share-based Payments	13
	Note 15 — Pension Plans	14
	Note 16 — Special Charges	14
	Note 17 — Other Expense	15
	Note 18 — Earnings Per Share	15
	Note 19 — Comprehensive Income	16
	Note 20 — Segment Information	17

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 4.	Controls and Procedures	25

Part II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 5.	Other Information	26
Item 6.	Exhibits	26

INDEX TO EXHIBITS		27

SIGNATURES		28

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PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

ACUITY BRANDS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)


	November 30, 2023		August 31, 2023
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	513.3	$	397.9
Accounts receivable, less reserve for doubtful accounts of $1.6 and $1.3, respectively	517.1		555.3
Inventories	365.3		368.5
Prepayments and other current assets	78.4		73.5
Total current assets	1,474.1		1,395.2
Property, plant, and equipment, net	293.6		297.6
Operating lease right-of-use assets	79.1		84.1
Goodwill	1,097.5		1,097.9
Intangible assets, net	471.2		481.2
Deferred income taxes	0.7		3.0
Other long-term assets	47.7		49.5
Total assets	$	3,463.9	$	3,408.5
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	311.8	$	285.7

Current operating lease liabilities	19.3		19.7
Accrued compensation	71.5		103.3
Other current liabilities	198.0		186.7
Total current liabilities	600.6		595.4
Long-term debt	495.7		495.6
Long-term operating lease liabilities	70.0		75.5
Accrued pension liabilities	38.4		38.4
Deferred income taxes	56.5		59.0
Other long-term liabilities	138.6		129.2
Total liabilities	1,399.8		1,393.1
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; 54,536,606 and 54,411,186 issued, respectively	0.5		0.5
Paid-in capital	1,070.5		1,066.8
Retained earnings	3,601.9		3,505.4
Accumulated other comprehensive loss	(114.1)		(112.6)
Treasury stock, at cost, of 23,652,280 and 23,362,196 shares, respectively	(2,494.7)		(2,444.7)
Total stockholders’ equity	2,064.1		2,015.4
Total liabilities and stockholders’ equity	$	3,463.9	$	3,408.5

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

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ACUITY BRANDS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(In millions, except per-share data)


	Three Months Ended
	November 30, 2023		November 30, 2022
Net sales	$	934.7	$	997.9
Cost of products sold	506.3		581.4
Gross profit	428.4		416.5
Selling, distribution, and administrative expenses	295.5		300.7
Special charges	—		6.9
Operating profit	132.9		108.9
Other expense:
Interest expense, net	0.9		6.6
Miscellaneous expense, net	1.1		9.1
Total other expense	2.0		15.7
Income before income taxes	130.9		93.2
Income tax expense	30.3		18.3
Net income	$	100.6	$	74.9

Earnings per share(1):
Basic earnings per share	$	3.25	$	2.32
Basic weighted average number of shares outstanding	31.005		32.308
Diluted earnings per share	$	3.21	$	2.29
Diluted weighted average number of shares outstanding	31.365		32.704
Dividends declared per share	$	0.13	$	0.13

Comprehensive income:
Net income	$	100.6	$	74.9
Other comprehensive income (loss) items:
Foreign currency translation adjustments	(2.1)		(1.5)
Defined benefit plans, net of tax	0.6		1.1
Other comprehensive loss items, net of tax	(1.5)		(0.4)
Comprehensive income	$	99.1	$	74.5

______________________________

(1) Earnings per share is calculated using unrounded numbers. Amounts in the table may not recalculate exactly due to rounding.

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

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ACUITY BRANDS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)


	Three Months Ended
	November 30, 2023		November 30, 2022
Cash flows from operating activities:
Net income	$	100.6	$	74.9
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	22.7		26.5
Share-based payment expense	11.1		10.7
Loss on sale of property, plant, and equipment	0.4		—
Asset impairment	—		4.3
Loss on sale of a business	—		11.2



Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	37.8		81.6
Inventories	3.2		(5.8)
Prepayments and other current assets	(5.3)		(8.5)
Accounts payable	28.7		20.3
Other operating activities	(9.2)		(28.6)
Net cash provided by operating activities	190.0		186.6
Cash flows from investing activities:
Purchases of property, plant, and equipment	(14.6)		(18.2)



Other investing activities	0.1		3.9
Net cash used for investing activities	(14.5)		(14.3)
Cash flows from financing activities:
Repayments on credit facility, net of borrowings	—		(18.0)


Repurchases of common stock	(48.2)		(76.5)
Proceeds from stock option exercises and other	1.6		0.9
Payments of taxes withheld on net settlement of equity awards	(9.0)		(12.5)
Dividends paid	(4.1)		(4.3)

Net cash used for financing activities	(59.7)		(110.4)
Effect of exchange rate changes on cash and cash equivalents	(0.4)		(1.0)
Net change in cash and cash equivalents	115.4		60.9
Cash and cash equivalents at beginning of period	397.9		223.2
Cash and cash equivalents at end of period	$	513.3	$	284.1
Supplemental cash flow information:
Income taxes paid during the period	$	7.1	$	11.0
Interest paid during the period	$	12.8	$	15.3

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

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 — Description of Business and Basis of Presentation

Acuity Brands, Inc. (referred to herein as “we,” “our,” “us,” the “Company,” or similar references) is a market-leading industrial technology company. We use technology to solve problems in spaces and light. Through our two business segments, Acuity Brands Lighting and Lighting Controls (“ABL”) and the Intelligent Spaces Group (“ISG”), we design, manufacture, and bring to market products and services that make a valuable difference in people's lives. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications.

ABL Segment

Our ABL strategy is to increase product vitality, improve service levels, use technology to improve and differentiate both our products and our services, and drive productivity. ABL's portfolio of lighting solutions includes commercial, architectural, and specialty lighting in addition to lighting controls and components that can be combined to create integrated lighting controls systems. We offer devices such as luminaires that predominantly utilize light emitting diode (“LED”) technology designed to optimize energy efficiency and comfort for various indoor and outdoor applications. ABL's portfolio of products includes but is not limited to the following brands: A-LightTM, AculuxTM, American Electric Lighting®, CycloneTM, Dark to Light®, eldoLED®, Eureka®, Gotham®, Healthcare Lighting®, Holophane®, Hydrel®, IndyTM, IOTA®, Juno®, Lithonia Lighting®, Luminaire LEDTM, Luminis®, Mark Architectural LightingTM, nLight®, OPTOTRONIC®, Peerless®, RELOC® Wiring Solutions, and Sensor Switch®.

Principal customers of ABL include electrical distributors, retail home improvement centers, electric utilities, national accounts, original equipment manufacturer (“OEM”) customers, digital retailers, lighting showrooms, and energy service companies. ABL's customers are located in North America and select international markets that serve new construction, renovation and retrofit, and maintenance and repair applications. ABL's lighting and lighting controls solutions are sold primarily through a network of independent sales agencies that cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, directly to large corporate accounts, and directly to OEM customers. Products are delivered directly from our manufacturing facilities or through a network of distribution centers, regional warehouses, and commercial warehouses using both common carriers and an internally-managed truck fleet.

We market ABL's product portfolio and service capabilities to customers and/or end users in multiple channels through a broad spectrum of marketing and promotional methods, including direct customer contact, trade shows, on-site training, print and digital advertising in industry publications, product brochures, and other literature, as well as through digital marketing and social media. ABL operates training and education facilities in several locations throughout North America and Europe designed to enhance the lighting knowledge of customers and industry professionals.

ISG Segment

Our ISG strategy is to make spaces smarter, safer, and greener by connecting the edge to the cloud. ISG offers building management solutions and building management software. ISG's building management solutions include products for controlling heating, ventilation, air conditioning (“HVAC”); lighting; shades; refrigeration; and building access that deliver end-to-end optimization of those building systems. ISG's intelligent building software enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions. Through a connected and converged building system architecture, ISG's software delivers different applications, allows clients to upgrade over time with natural refresh cycles, and deploys new capabilities. Customers of ISG primarily include system integrators as well as retail stores, airports, and enterprise campuses throughout North America and select international locations. ISG products and solutions are marketed under multiple brand names, including but not limited, to Atrius®, Distech Controls®, and KE2 Therm Solutions®.

Basis of Presentation

We have 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, Inc. and its wholly-owned subsidiaries.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 November 30, 2023, our consolidated comprehensive income for the three months ended November 30, 2023 and 2022, and our consolidated cash flows for the three months ended November 30, 2023 and 2022. 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 in the period ended August 31, 2023 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2023 (File No. 001-16583) (“Form 10-K”).

Our business exhibits some seasonality, with net sales being affected by weather and seasonal demand on construction and installation programs, particularly during the winter months, as well as the annual budget cycles of major customers. Historically, with certain exceptions, we have experienced our highest sales in the last two quarters of each fiscal year due to these factors.

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

We may reclassify certain prior period amounts to conform to the current year presentation. No material reclassifications occurred during the current period.

Note 3 — Acquisitions and Divestitures

There were no acquisitions or divestitures during the first quarter of fiscal 2024. The following discussion relates to fiscal year 2023 activities.

Acquisitions

On May 15, 2023, using cash on hand, we acquired all of the equity interests of KE2 Therm Solutions, Inc. (“KE2 Therm”). KE2 Therm develops and provides intelligent refrigeration control solutions that deliver the precision of digital controls to promote safety, efficiency, and reliability, while delivering cost savings to the customer. This acquisition is intended to expand ISG's technology and controls product portfolio and reach new customers.

We accounted for the acquisition of KE2 Therm 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. Acquisition-related costs were expensed as incurred and were not material to our financial statements. The aggregate purchase price of this acquisition reflects preliminary goodwill within the ISG segment of $15.0 million at November 30, 2023, which is not expected to be deductible for tax purposes. The goodwill is primarily comprised of expected benefits related to expanding ISG's technology and controls product portfolio as well as the trained workforce acquired with these businesses and expected synergies from combining the operations of KE2 Therm with our operations.

We additionally recorded preliminary gross intangible assets of $18.0 million as of November 30, 2023, which reflect estimates for definite-lived intangibles with a preliminary estimated weighted average useful life of approximately 15 years.

Amounts recorded for acquired assets and liabilities are deemed to be provisional until disclosed otherwise as we continue to gather information related to the identification and valuation of acquired assets and liabilities including, but not limited to, intangible assets and tax-related items. The operating results of KE2 Therm have been included in our financial statements since the date of acquisition and are not material to our consolidated financial condition,

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

results of operations, or cash flows.

Divestitures

We sold our Sunoptics prismatic skylights business in November 2022. We transferred assets with a total carrying value of $15.1 million, which primarily consisted of intangibles with definite lives, inventories, and allocated goodwill from the ABL segment. During the first quarter of fiscal 2023, we recognized a pre-tax loss on the sale of $11.2 million within Miscellaneous expense, net on the Consolidated Statements of Comprehensive Income. Additionally, we recorded impairment charges for certain retained assets as well as associate severance and other costs related to the sale. These items are included within Special charges on the Consolidated Statements of Comprehensive Income. See the Special Charges footnote of the Notes to Consolidated Financial Statements for further details.

Note 4 — New Accounting Pronouncements

Accounting Standards Yet to Be Adopted

Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”)

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, or our fiscal 2026. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023 or our fiscal 2025. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, or our fiscal 2026. Retrospective application is required for all prior periods presented, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

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 Measurement (“ASC 820”), establishes a three-level hierarchy that distinguishes 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).

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

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

transfer in or out of a level within the fair value hierarchy, the transfers would be recognized on the date of occurrence. We may from time to time be required to remeasure the carrying value of certain assets and liabilities to fair value on a nonrecurring basis. Such adjustments typically arise if we determine that certain of our assets are impaired.

Financial Instruments Recorded at Fair Value

The following table summarizes balances and the fair value hierarchy level of our financial instruments recorded at fair value on a recurring basis as of the dates presented (in millions):


		November 30, 2023		August 31, 2023
Assets recorded at fair value:
Cash and cash equivalents	Level 1	$	513.3	$	397.9
Other financial instruments	Level 2	0.5		0.4
Assets in fair value hierarchy		513.8		398.3
Other investments(1)		7.2		7.2
Total assets at fair value		$	521.0	$	405.5

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(1)Includes strategic investments in privately-held entities over which we do not exercise significant influence or control and without readily determinable fair values. Amounts are recorded at cost less any impairment adjusted for observable price changes, if any.

Disclosures of Fair Value of Financial Instruments

Disclosures of fair value information about financial instruments, 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.

Fair value for our outstanding debt obligations is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2). 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.

The estimated fair value of our senior unsecured public notes was $401.3 million and $401.4 million as of November 30, 2023 and August 31, 2023, respectively.

We had no short-term borrowings outstanding under our revolving credit facility as of November 30, 2023 and August 31, 2023. Such borrowings, if any, are variable-rate instruments that reset on a frequent short-term basis; therefore, we estimate that any outstanding carrying values of these instruments, which are equal to their face amounts, approximate their fair values. See Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for further details on our outstanding 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.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 6 — Inventories

Inventories include materials, direct labor, inbound freight, customs, duties, tariffs, and related manufacturing overhead. Inventories are stated on a first-in, first-out basis at the lower of cost and net realizable value and consist of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Raw materials, supplies, and work in process (1)	$	233.5	$	214.0
Finished goods	162.5		180.3
Inventories excluding reserves	396.0		394.3
Less: Reserves	(30.7)		(25.8)
Total inventories	$	365.3	$	368.5

_______________________________________

(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 and obsolete inventory primarily based on estimated future demand and current market conditions. A significant change in customer demand and/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 consist of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Land	$	22.9	$	23.0
Buildings and leasehold improvements	212.4		210.9
Machinery and equipment	731.4		727.9
Total property, plant, and equipment, at cost	966.7		961.8
Less: Accumulated depreciation and amortization	(673.1)		(664.2)
Property, plant, and equipment, net	$	293.6	$	297.6

Note 8 — Goodwill and Intangible Assets

Through multiple acquisitions, we acquired definite-lived intangible assets consisting primarily of customer relationships, patented technology, distribution networks, and trademarks and trade names associated with specific products, 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 for definite-lived intangible assets of $9.9 million and $13.6 million during the three months ended November 30, 2023 and 2022, respectively.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table summarizes the changes in the carrying amount of goodwill by segment during the periods presented (in millions):


	ABL		ISG		Total
Balance at August 31, 2023	$	1,014.4	$	83.5	$	1,097.9



Foreign currency translation adjustments	(0.2)		(0.2)		(0.4)
Balance at November 30, 2023	$	1,014.2	$	83.3	$	1,097.5


	ABL		ISG		Total
Balance at August 31, 2022	$	1,014.2	$	70.1	$	1,084.3


Derecognitions for divestitures	(0.7)		—		(0.7)
Foreign currency translation adjustments	(0.4)		(1.2)		(1.6)
Balance at November 30, 2022	$	1,013.1	$	68.9	$	1,082.0

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 — Other Current Liabilities

Other current liabilities consist of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Customer incentive programs(1)	$	34.8	$	31.6
Refunds to customers(1)	24.4		25.6
Current deferred revenues(1)	13.3		14.1
Sales commissions	28.6		35.7
Freight costs	10.8		15.0
Warranty and recall costs(2)	23.9		22.8
Tax-related items(3)	22.2		9.2
Interest on long-term debt(4)	5.0		2.3
Other	35.0		30.4
Total other current liabilities	$	198.0	$	186.7

____________________________________

(1)Refer to the Revenue Recognition footnote of the Notes to Consolidated Financial Statements within our Form 10-K for additional information.

(2)Refer to the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements for additional information.

(3)Includes accruals for income, property, sales and use, and value-added taxes.

(4)Refer to the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for additional information.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 10 — Debt and Lines of Credit

Long-term Debt

On November 10, 2020, a wholly owned subsidiary of Acuity Brands Lighting, Inc. issued $500.0 million aggregate principal amount of 2.150% senior unsecured notes due December 15, 2030 (the “Unsecured Notes”) at a price equal to 99.737% of their face value. Interest on the Unsecured Notes is paid semi-annually in arrears on June 15 and December 15 of each year. 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.

The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by Acuity Brands, Inc. and ABL IP Holding LLC, a wholly-owned subsidiary of Acuity Brands, Inc.

Lines of Credit

On June 30, 2022, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides us with a $600.0 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) with the ability to request an additional $400.0 million of borrowing capacity. We had no short-term borrowings outstanding under the Revolving Credit Facility at November 30, 2023 and August 31, 2023.

We were in compliance with all financial covenants under the Credit Agreement as of the periods presented. At November 30, 2023, we had additional borrowing capacity under the Credit Agreement of $596.2 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 $3.8 million issued under the Revolving Credit Facility, primarily for securing collateral requirements under our casualty insurance premiums.

None of our existing debt instruments include provisions that would require an acceleration of repayments based solely on changes in our credit ratings. 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.

Note 11 — 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 November 30, 2023, 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 other than the items discussed below.

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 in accordance with ASC Topic 450, Contingencies (“ASC 450”) when the related revenue is recognized. Estimated future warranty and recall costs are primarily based on historical experience of identified warranty and recall claims. Estimated costs related to product warranty and recall costs outside of our historical experience, which could include significant product recalls or formal campaigns soliciting repair or return of a product, are accrued when they are deemed to be probable and can be reasonably estimated. Any estimated or actual loss recoveries that offset our costs and payments are reflected as assets and included within Other current assets or Other long-term assets based on the timing of receipt of recovery. Recoveries are recorded net of allowances for credit losses.

There can be no assurance that future warranty or recall costs will not exceed historical amounts, new technology products may not generate unexpected costs, and/or loss recoveries will not be fully collectible. If actual future warranty or recall costs exceed historical amounts or recoveries are no longer collectible, adjustments to our

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

accruals and/or receivables may be warranted, 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 current liabilities or Other long-term liabilities on the Consolidated Balance Sheets based upon when we expect to settle the incurred warranty. The following table summarizes changes in the estimated liabilities for product warranty and recall costs during the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Beginning balance	$	31.6	$	27.3
Warranty and recall costs	12.4		3.7
Payments and other deductions	(11.3)		(8.6)


Ending balance	$	32.7	$	22.4

Data Security Incidents

On December 14, 2022, a former associate filed a putative class action complaint against the Company in the United States District Court for the Northern District of Georgia on behalf of all persons whose personal information was compromised as a result of data security incidents we experienced in October 2020 and/or December 2021. On January 25, 2023, a second putative class action complaint was filed in the same venue by two other former associates.

Both complaints contained similar allegations and claimed that the Company failed to exercise reasonable caution in securing and safeguarding associate information. On that basis, the complaints asserted claims for negligence, breach of contract, breach of implied contract, unjust enrichment, breach of fiduciary duty, invasion of privacy, and breach of confidence. The plaintiffs sought class certification, monetary damages, certain injunctive relief regarding our data-security measures, additional credit-monitoring services, other equitable relief (including disgorgement), attorneys’ fees, costs, and pre- and post-judgment interest.

On December 1, 2023, the parties reached a proposed settlement and release of all claims in the class action and executed a Settlement Agreement and Release, which is pending approval from the State Court of Fulton County, Georgia. The impact of the settlement is not material.

We have received inquiries from, and it is also possible that investigations or other actions may be taken by, state and/or federal agencies regarding the data security incidents and related data privacy matters. For these reasons, we are currently unable to reasonably estimate the possible losses or a range of possible losses resulting from the matters described above. We have insurance, subject to certain terms and conditions, for these types of matters.

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.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 12 — Changes in Stockholders' Equity

The following tables summarize changes in the components of stockholders' equity for the periods presented (in millions):


	Common Stock Outstanding
	Shares	Amount		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock, at cost		Total
Balance, August 31, 2023	31.1	$	0.5	$	1,066.8	$	3,505.4	$	(112.6)	$	(2,444.7)	$	2,015.4
Net income	—	—		—		100.6		—		—		100.6
Other comprehensive loss	—	—		—		—		(1.5)		—		(1.5)


Share-based payment amortization, issuances, and cancellations	0.1	—		2.1		—		—		—		2.1
Employee stock purchase plan issuances	—	—		0.5		—		—		—		0.5
Cash dividends of $0.13 per share paid on common stock	—	—		—		(4.1)		—		—		(4.1)
Stock options exercised	—	—		1.1		—		—		—		1.1
Repurchases of common stock	(0.3)	—		—		—		—		(50.0)		(50.0)
Balance, November 30, 2023	30.9	$	0.5	$	1,070.5	$	3,601.9	$	(114.1)	$	(2,494.7)	$	2,064.1


	Common Stock Outstanding
	Shares	Amount		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock, at cost		Total
Balance, August 31, 2022	32.5	$	0.5	$	1,036.3	$	3,176.2	$	(125.8)	$	(2,175.4)	$	1,911.8
Net income	—	—		—		74.9		—		—		74.9
Other comprehensive loss	—	—		—		—		(0.4)		—		(0.4)


Share-based payment amortization, issuances, and cancellations	0.2	—		(1.8)		—		—		—		(1.8)
Employee stock purchase plan issuances	—	—		0.5		—		—		—		0.5
Cash dividends of $0.13 per share paid on common stock	—	—		—		(4.3)		—		—		(4.3)
Stock options exercised	—	—		0.4		—		—		—		0.4
Repurchases of common stock	(0.5)	—		—		—		—		(77.6)		(77.6)
Balance, November 30, 2022	32.2	$	0.5	$	1,035.4	$	3,246.8	$	(126.2)	$	(2,253.0)	$	1,903.5

Note 13 — 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. We allocate the expected consideration to be collected to each distinct performance obligation identified in a sale based on its standalone selling price. Sales and use taxes collected on behalf of governmental authorities are excluded from revenues.

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 at net realizable value. Further details regarding our method for developing our estimate of expected credit losses over the contractual term of our receivables are included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

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.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The amount of transaction price from contracts with customers allocated to our contract liabilities consists of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Current deferred revenues	$	13.3	$	14.1
Non-current deferred revenues	46.4		47.6

Current deferred revenues primarily consist of professional service and service-type warranty fees collected prior to performing the related service as well as software licenses and are included within Other current liabilities on the Consolidated Balance Sheets. These services are expected to be performed within one year. Revenue recognized from beginning balances of contract liabilities during the three months ended November 30, 2023 totaled $3.9 million.

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.

Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from November 30, 2023 and consist primarily of orders for physical goods that have not yet been shipped.

Disaggregated Revenues

Our ABL segment's lighting and lighting controls are sold primarily through independent sales agents who cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, directly to large corporate accounts, and through other distribution methods, including directly to OEM customers. ISG sells predominantly to system integrators. The following table shows revenue from contracts with customers by sales channel and reconciles to our segment information for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
ABL:
Independent sales network	$	625.2	$	673.7
Direct sales network	97.4		106.4
Retail sales	55.6		49.9
Corporate accounts	41.5		49.1
OEM and other	56.7		68.0
Total ABL	876.4		947.1
ISG	64.2		56.8
Eliminations	(5.9)		(6.0)
Total	$	934.7	$	997.9

Note 14 — 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 restricted stock, performance stock units, and stock options (all part of our equity incentive plan), as well as stock 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 Ended
	November 30, 2023		November 30, 2022
Share-based payment expense	$	11.1	$	10.7

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We recognized excess tax benefits of $1.5 million and $1.3 million related to share-based payment awards during the three months ended November 30, 2023 and 2022, respectively.

Further details regarding 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 15 — 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 fixed income and equity 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):


	Three Months Ended
	November 30, 2023		November 30, 2022
Service cost	$	1.1	$	1.1
Interest cost	2.5		2.2
Expected return on plan assets	(2.2)		(2.4)
Amortization of prior service cost	—		0.7

Recognized actuarial loss	0.8		0.8
Net periodic pension cost	$	2.2	$	2.4

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 16 — Special Charges

We recognized no special charges during the first quarter of fiscal 2024.

During the first quarter of fiscal 2023, we recognized $6.9 million within Special charges on the Consolidated Statements of Comprehensive Income primarily for impairments of operating lease right-of-use assets for $4.3 million associated with our previously owned Sunoptics prismatic skylights business that were not transferred in connection with the sale. We additionally recognized associate severance and other costs totaling $2.6 million primarily in connection with the Sunoptics divestiture.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 17 — Other Expense

The following table summarizes the components of other expense (income), net for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Interest expense, net:
Interest expense	$	6.4	$	7.9
Interest income	(5.5)		(1.3)
Interest expense, net	0.9		6.6
Miscellaneous expense, net:
Non-service components of net periodic pension cost	1.1		1.3
Foreign currency transaction losses (gains)	0.6		(2.7)
Loss on sale of business	—		11.2
Other items	(0.6)		(0.7)
Miscellaneous expense, net	1.1		9.1
Other expense, net	$	2.0	$	15.7

Note 18 — 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. Common stock equivalents are calculated using the treasury stock method. The dilutive effects of share-based payment awards subject to market and/or performance conditions that were not met during the period are excluded from the computation of diluted earnings per share.

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):


	Three Months Ended
	November 30, 2023		November 30, 2022
Net income	$	100.6	$	74.9
Basic weighted average shares outstanding	31.005		32.308
Common stock equivalents	0.360		0.396
Diluted weighted average shares outstanding	31.365		32.704
Basic earnings per share(1)	$	3.25	$	2.32
Diluted earnings per share(1)	$	3.21	$	2.29

_______________________________________

(1) Earnings per share is calculated using unrounded numbers. Amounts in the table may not recalculate exactly due to rounding.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Stock options	0.1		0.1
Performance stock awards	—	*	—	*
Restricted stock awards	0.2		0.1

_______________________________________

* Represents shares of less than 0.1 million.

Further discussion of our share-based payment 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 19 — 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. Comprehensive income includes our net income as well as other comprehensive income (loss) items, which are comprised of foreign currency translation and pension adjustments.

The following table presents the changes in each component of accumulated other comprehensive income (loss) net of tax during the periods presented (in millions):


	Foreign Currency Items		Defined Benefit Pension Plans		Accumulated Other Comprehensive Loss Items
Balance at August 31, 2023	$	(65.0)	$	(47.6)	$	(112.6)
Other comprehensive loss before reclassifications	(2.1)		—		(2.1)
Amounts reclassified from accumulated other comprehensive loss (1)	—		0.6		0.6
Net current period other comprehensive (loss) income	(2.1)		0.6		(1.5)
Balance at November 30, 2023	$	(67.1)	$	(47.0)	$	(114.1)


	Foreign Currency Items		Defined Benefit Pension Plans		Accumulated Other Comprehensive Loss Items
Balance at August 31, 2022	$	(73.5)	$	(52.3)	$	(125.8)
Other comprehensive loss before reclassifications	(1.5)		—		(1.5)
Amounts reclassified from accumulated other comprehensive loss (1)	—		1.1		1.1
Net current period other comprehensive (loss) income	(1.5)		1.1		(0.4)

Balance at November 30, 2022	$	(75.0)	$	(51.2)	$	(126.2)

_______________________________________

(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 of the Notes to Consolidated Financial Statements for additional details.

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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 loss for the periods presented (in millions):


	Three Months Ended
	November 30, 2023						November 30, 2022
	Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount		Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount
Foreign currency translation adjustments	$	(2.1)	$	—	$	(2.1)	$	(1.5)	$	—	$	(1.5)
Defined benefit pension plans:


Amortization of defined benefit pension items:
Prior service cost	—		—		—		0.7		(0.2)		0.5
Actuarial losses	0.8		(0.2)		0.6		0.8		(0.2)		0.6

Total defined benefit pension plans, net	0.8		(0.2)		0.6		1.5		(0.4)		1.1
Other comprehensive loss	$	(1.3)	$	(0.2)	$	(1.5)	$	—	$	(0.4)	$	(0.4)

Note 20 — Segment Information

We report our financial results of operations in two reportable segments, ABL and ISG, consistent with how our chief operating decision maker currently evaluates operating results, assesses performance, and allocates resources within the Company.

The accounting policies of our reportable segments are the same as those described in the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K. Corporate expenses that are primarily administrative in function and benefit the Company on an entity-wide basis are not allocated to segments. These include expenses related to governance, policy setting, compliance, and certain other shared services functions. Additionally, net interest expense, net miscellaneous expense, and income tax expense are not allocated to segments.

We recorded no special charges during the three months ended November 30, 2023. Special charges during the three months ended November 30, 2022 of $6.9 million pertained to the ABL segment.

The following table presents financial information by operating segment for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Net sales:
ABL	$	876.4	$	947.1
ISG	64.2		56.8
Eliminations(1)	(5.9)		(6.0)
Total	$	934.7	$	997.9

Operating profit:
ABL	$	143.8	$	118.1
ISG	5.3		7.7
Unallocated corporate amounts	(16.2)		(16.9)
Total	$	132.9	$	108.9

____________________________

(1) These amounts represent intersegment sales. Profit on these sales eliminates within gross profit on a consolidated basis.

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ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following table reconciles operating profit by segment to income before income taxes for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Operating profit - ABL	$	143.8	$	118.1
Operating profit - ISG	5.3		7.7
Unallocated corporate amounts	(16.2)		(16.9)
Operating profit	132.9		108.9
Interest expense, net	0.9		6.6
Miscellaneous expense, net	1.1		9.1
Income before income taxes	$	130.9	$	93.2

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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. (referred to herein as “we,” “our,” “us,” the “Company,” or similar references) and its subsidiaries as of November 30, 2023 and for the three months ended November 30, 2023 and 2022. The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included within this report. Also, please refer to Acuity Brands, Inc.'s Annual Report on Form 10-K for the fiscal year ended August 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2023 (“Form 10-K”).

Overview

Company

We are a market-leading industrial technology company. We use technology to solve problems in spaces and light. Through our two business segments, Acuity Brands Lighting and Lighting Controls (“ABL”) and the Intelligent Spaces Group (“ISG”), we design, manufacture, and bring to market products and services that make a valuable difference in people's lives. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management solutions, and location-aware applications.

Financial Condition, Capital Resources, and Liquidity

We have numerous sources of capital, including cash on hand and cash flows generated from operations, as well as various sources of financing. Our ability to generate sufficient cash flows from operations or to access certain capital markets, including banks, is necessary to meet our capital allocation priorities, which are to invest in our current business for growth, to invest in mergers and acquisitions, to maintain our dividend, and to make share repurchases. Sufficient cash flow generation is also critical to fund our operations in the short and long terms and to maintain compliance with covenants contained in our financing agreements.

Our significant contractual cash requirements primarily include principal and interest on our unsecured notes, accounts payable, accrued employee compensation, operating lease liabilities, and certain purchase obligations incurred in the ordinary course of business that are enforceable and legally binding. Our obligations related to these items are described further within Management’s Discussion and Analysis of Financial Condition and Results of Operations within our Annual Report filed on Form 10-K.

We believe that we will be able to meet our liquidity needs over the next 12 months based on our cash on hand, current projections of cash flows from operations, and borrowing availability under financing arrangements. Additionally, we believe that our cash flows from operations and sources of funding, including, but not limited to, future borrowings and borrowing capacity, will sufficiently support our long-term liquidity needs. In the event of a sustained market deterioration, we may need additional capital, which would require us to evaluate available alternatives and take appropriate actions.

Cash

Our cash position at November 30, 2023 was $513.3 million, an increase of $115.4 million from August 31, 2023. Cash generated from operating activities and cash on hand were used during the current year to fund our capital allocation priorities as discussed below.

We generated $190.0 million of cash flows from operating activities during the three months ended November 30, 2023, compared to $186.6 million in the prior-year period, an increase of $3.4 million. This increase was due primarily to increased pre-tax income, partially offset by lower collections from customers.

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Financing Arrangements

See the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for discussion of the terms of our various financing arrangements, including the $500.0 million aggregate principal amount of 2.150% senior unsecured notes due December 15, 2030 (the “Unsecured Notes”) as well as the terms of our $600.0 million five-year unsecured revolving credit facility (“Revolving Credit Facility”).

At November 30, 2023, our outstanding debt balance was $495.7 million, which consisted solely of our Unsecured Notes, compared to our cash position of $513.3 million. We were in compliance with all covenants under our financing arrangements as of November 30, 2023.

At November 30, 2023, we had additional borrowing capacity under the Revolving Credit Facility of $596.2 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 $3.8 million issued under the facility. As of November 30, 2023, our cash on hand combined with the additional borrowing capacity under the Revolving Credit Facility totaled $1.1 billion.

The Unsecured Notes were issued by Acuity Brands Lighting, Inc., a wholly-owned subsidiary of Acuity Brands, Inc. The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by Acuity Brands, Inc. and ABL IP Holding LLC, a wholly-owned subsidiary of Acuity Brands, Inc. The following tables present summarized financial information for Acuity Brands, Inc., Acuity Brands Lighting, Inc., and ABL IP Holding LLC on a combined basis after the elimination of all intercompany balances and transactions between the combined group as well as any investments in non-guarantors as of the dates and during the period presented (in millions):


Summarized Balance Sheet Information	November 30, 2023		August 31, 2023
Current assets	$	1,120.1	$	995.7
Amounts due from non-guarantor affiliates	320.3		326.4
Non-current assets	1,365.8		1,377.9
Current liabilities	477.0		464.2
Non-current liabilities	792.1		785.4


Summarized Income Statement Information	Three Months Ended November 30, 2023
Net sales	$	777.3
Gross profit	349.3
Net income	99.7

Capital Allocation Priorities

Our capital allocation priorities are to invest in our current business for growth, to invest in mergers and acquisitions, to maintain our dividend, and to make share repurchases.

Investments in Current Business for Growth

We invested $14.6 million and $18.2 million in property, plant, and equipment during the three months ended November 30, 2023 and 2022, respectively. We invested primarily in new and enhanced information technology, equipment, and facility improvements in fiscal 2024.

Strategic Acquisitions, Investments, and Divestitures

We seek opportunities to strategically expand and enhance our portfolio of solutions. There were no acquisitions or divestitures during the first three months of fiscal 2024.

We sold our Sunoptics prismatic skylights business in November 2022 and recognized a pre-tax loss of $11.2 million on the sale of this business.

Refer to the Acquisitions and Divestitures footnote of the Notes to Consolidated Financial Statements for more information.

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Dividends

We paid dividends on our common stock of $4.1 million ($0.13 per share) and $4.3 million ($0.13 per share) during the three months ended November 30, 2023 and 2022, respectively. All decisions regarding the declaration and payment of dividends are at the discretion of the Board of Directors (the “Board”) and are evaluated regularly in light of our financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors the Board deems relevant.

Share Repurchases

During the first three months of fiscal 2024, we repurchased 0.3 million shares of our outstanding common stock for $50.0 million. Total cash outflows for share repurchases during the three months ended November 30, 2023 were $48.2 million. We expect to repurchase shares on an opportunistic basis subject to various factors including stock price, Company performance, market conditions, and other possible uses of cash. As of November 30, 2023, the maximum number of shares that may yet be repurchased under the share repurchase program authorized by the Board equaled 0.9 million shares.

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Results of Operations

First Quarter of Fiscal 2024 Compared with First Quarter of Fiscal 2023

The following table sets forth information comparing the components of net income for the three months ended November 30, 2023 and 2022 (in millions except per share data):


	Three Months Ended
	November 30, 2023			November 30, 2022			Increase (Decrease)			Percent Change
Net sales	$	934.7		$	997.9		$	(63.2)		(6.3)	%
Cost of products sold	506.3			581.4			(75.1)			(12.9)	%
Gross profit	428.4			416.5			11.9			2.9	%
Percent of net sales	45.8		%	41.7		%	410		bps
Selling, distribution, and administrative expenses	295.5			300.7			(5.2)			(1.7)	%
Special charges	—			6.9			(6.9)			NM
Operating profit	132.9			108.9			24.0			22.0	%
Percent of net sales	14.2		%	10.9		%	330		bps
Other expense:
Interest expense, net	0.9			6.6			(5.7)			(86.4)	%
Miscellaneous expense, net	1.1			9.1			(8.0)			NM
Total other expense	2.0			15.7			(13.7)			(87.3)	%
Income before income taxes	130.9			93.2			37.7			40.5	%
Percent of net sales	14.0		%	9.3		%	470		bps
Income tax expense	30.3			18.3			12.0			65.6	%
Effective tax rate	23.1		%	19.6		%
Net income	$	100.6		$	74.9		$	25.7		34.3	%
Diluted earnings per share	$	3.21		$	2.29		$	0.92		40.2	%
NM - not meaningful

Net Sales

Net sales for the first quarter of fiscal 2024 decreased $63.2 million, or 6.3%, to $934.7 million, compared with $997.9 million in the prior-year period due to a decline in sales within our ABL segment, partially offset by higher sales within our ISG segment. The fiscal 2023 acquisition of KE2 Therm and divestiture of our Sunoptics business did not have meaningful impacts on consolidated net sales for the first quarter of fiscal 2024.

Gross Profit

Gross profit for the first quarter of fiscal 2024 increased $11.9 million, or 2.9%, to $428.4 million, compared with $416.5 million in the prior-year period, and gross profit margin increased 410 basis points to 45.8% from 41.7% compared with the prior-year period. Our gross profit increased compared with the prior period due primarily to favorable material and import costs, partially offset by higher labor, overhead, and quality costs as well as the fall through of the net sales decline.

Operating Profit

Selling, distribution, and administrative expenses (“SD&A”) expenses for the first quarter of fiscal 2024 were $295.5 million, compared with $300.7 million in the prior-year period, a decrease of $5.2 million, or 1.7%. The decrease in SD&A expenses was due primarily to lower commissions, freight costs, and amortization, partially offset by higher employee-related costs. Amortization expense of definite-lived intangibles decreased in fiscal 2024 as we recorded $4.0 million of accelerated amortization for intangibles associated in fiscal 2023 with certain brands that were discontinued.

Operating profit for the first quarter of fiscal 2024 was $132.9 million (14.2% of net sales), compared with $108.9 million (10.9% of net sales) for the prior-year period, an increase of $24.0 million, or 22.0%. The increase in operating profit was due primarily to the increase in gross profit, partially offset by lower operating expenses.

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We recognized special charges of $6.9 million during the first quarter of fiscal 2023. Please refer to the Special Charges footnote of the Note to Consolidated Financial Statements for further details.

Interest Expense, net

Interest expense, net, was $0.9 million and $6.6 million for the first quarter of fiscal 2024 and 2023, respectively. The decrease in net interest expense was due to higher investing rates on our interest-bearing cash and cash equivalents as well as lower average short-term borrowings outstanding.

Miscellaneous Expense, net

Miscellaneous expense, net consists of non-service components of net periodic pension cost, gains and losses associated with foreign currency-related transactions, and non-operating gains and losses.

We reported net miscellaneous expense of $1.1 million and $9.1 million for the first quarter of fiscal 2024 and 2023, respectively. This year-over-year decrease is due primarily to the recognition of an $11.2 million loss on the sale of our Sunoptics prismatic skylights business in fiscal 2023, partially offset by the impact of foreign currency-related items compared to the prior year.

Income Taxes and Net Income

Our effective income tax rate was 23.1% and 19.6% for the first quarter of fiscal 2024 and 2023, respectively. This decline was due primarily to the recognition of higher favorable discrete items in the prior year.

Net income for the first quarter of fiscal 2024 increased $25.7 million, or 34.3%, to $100.6 million, from $74.9 million reported for the prior-year period. Diluted earnings per share for the first quarter of fiscal 2024 increased $0.92, or 40.2%, to $3.21 compared with diluted earnings per share of $2.29 for the prior-year period. This increase reflects higher net income as well as lower outstanding diluted shares.

Segment Results

The following table sets forth information comparing the operating results of our segments, ABL and ISG, for the three months ended November 30, 2023 and 2022 (in millions):


	Three Months Ended
	November 30, 2023			November 30, 2022			Increase (Decrease)		Percent Change
ABL:
Net sales	$	876.4		$	947.1		$	(70.7)	(7.5)	%
Operating profit	143.8			118.1			25.7		21.8	%





Operating profit margin	16.4		%	12.5		%	390		bps



ISG:
Net sales	$	64.2		$	56.8		$	7.4	13.0	%
Operating profit	5.3			7.7			(2.4)		(31.2)	%
Operating profit margin	8.3		%	13.6		%	(530)		bps

ABL net sales for the first quarter of fiscal 2024 decreased $70.7 million, or 7.5%, to $876.4 million, compared with $947.1 million in the prior-year period. Sales within the ABL segment decreased due to lower net sales across all channels except the retail sales channel.

Operating profit for ABL was $143.8 million (16.4% of ABL net sales) for the first quarter of fiscal 2024, compared with $118.1 million (12.5% of ABL net sales) in the prior-year period, an increase of $25.7 million. The increase in operating profit was due primarily to improved profitability on lower sales, partially offset by increased employee-related costs. During the first quarter of fiscal 2023, we recorded $6.9 million of special charges and $4.0 million of accelerated amortization expense for intangibles associated with certain brands that were discontinued.

ISG net sales for the first quarter of fiscal 2024 increased $7.4 million, or 13.0%, to $64.2 million, compared with $56.8 million in the prior-year period. Sales within the ISG segment increased due to the acquisition of KE2 Therm, price increases, and favorable product mix. ISG operating profit was $5.3 million for the first quarter of fiscal 2024, compared with $7.7 million in the prior-year period, a decrease of $2.4 million. This decrease was due primarily to increased employee-related costs and professional fees, partially offset by higher net sales.

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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 our Consolidated Financial Statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“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 us 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, we evaluate our estimates and judgments, including those related to revenue recognition; inventory valuation; goodwill and indefinite-lived intangible assets; share-based payment expense; and product warranty and recall costs. We base our estimates and judgments on our 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. We discuss the development of critical accounting estimates with the Audit Committee of the Board of Directors on a recurring basis.

There have been no material changes in our critical accounting estimates during the current period. For a detailed discussion of other significant accounting policies that may involve a higher degree of judgment, refer to our Form 10-K.

Cautionary Statement Regarding Forward-Looking Statements and Information

This filing contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, among other things, statements that describe or relate to the Company’s plans, initiatives, projections, vision, goals, targets, commitments, expectations, objectives, prospects, strategies, or financial outlook, and the assumptions underlying or relating thereto. In some cases, we may use words such as “expect,” “believe,” “intend,” “anticipate,” “estimate,” “forecast,” “indicate,” “project,” “predict,” “plan,” “may,” “will,” “could,” “should,” “would,” “potential,” and words of similar meaning, as well as other words or expressions referencing future events, conditions, or circumstances, to identify forward-looking statements. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Act. Forward-looking statements are not guarantees of future performance. Our forward-looking statements are based on our current beliefs, expectations, and assumptions, which may not prove to be accurate, and are subject to known and unknown risks and uncertainties, many of which are outside of our control. These risks and uncertainties could cause actual events or results to differ materially from our historical experience and management’s present expectations or projections. These risks and uncertainties are discussed in our filings with the U.S. Securities and Exchange Commission, including our most recent annual report on Form 10-K (including, but not limited to, Part I, Item 1A. Risk Factors), quarterly reports on Form 10-Q, and current reports on Form 8-K. Any forward-looking statement speaks only as of the date on which it is made. You are cautioned not to place undue reliance on any forward-looking statements. Except as required by law, we undertake 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 quarterly report or to reflect the occurrence of unanticipated events, whether as a result of new information, future events, or otherwise.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks that may impact our 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 our exposure from market risks from those disclosed in Part II, Item 7a. Quantitative and Qualitative Disclosures About Market Risk of our Form 10-K.

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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 us 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 Securities and Exchange Commission (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 us 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, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of November 30, 2023. The scope of our efforts to comply with the SEC rules included all of our operations except for KE2 Therm Solutions, Inc. (“KE2 Therm”), which we acquired during the year ended August 31,2023. KE2 Therm constituted less than 2% of both total assets and equity as of November 30, 2023 and less than 1% of both the Company's net sales and pre-tax income for the three months ended November 30, 2023. SEC guidance permits management to omit an assessment of an acquired business' internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year from the date of the acquisition. Accordingly, management has not assessed KE2 Therm's internal control over financial reporting as of November 30, 2023. 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, which as discussed herein excluded the operations of KE2 Therm, these officers have concluded that the design and operation of our disclosure controls and procedures are effective at a reasonable assurance level as of November 30, 2023.

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 our 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 our internal control over financial reporting that occurred during our most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

Information regarding reportable legal proceedings is contained in Part I, Item 3. Legal Proceedings in our 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 three months ended November 30, 2023, and updates any descriptions of previously reported legal proceedings in which there have been material developments during such period. 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 our risk factors from those disclosed in Part I, Item 1a. Risk Factors of our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On March 31, 2022, the Board of Directors (the “Board”) authorized the repurchase of up to five million shares of our common stock. Under the current share repurchase authorization, we may repurchase shares of our common stock from time to time at prevailing market prices, depending on market conditions, through open market or privately negotiated transactions. No date has been established for the completion of the share repurchase program, and we are not obligated to repurchase any shares. Subject to applicable corporate securities laws, repurchases may be made at such times and in such amounts as management deems appropriate. Repurchases under the program can be discontinued at any time management feels additional repurchases are not warranted. As of November 30, 2023, the maximum number of shares that may yet be repurchased under the share repurchase program authorized by the Board equaled 0.9 million shares. The following table reflects activity related to equity securities we repurchased during the quarter ended November 30, 2023:


Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that May Yet Be Purchased Under the Plans
9/1/2023 through 9/30/2023	54,383	$	164.83	54,383	1,175,407
10/1/2023 through 10/31/2023	49,883	$	164.86	49,883	1,125,524
11/1/2023 through 11/30/2023	185,818	$	176.77	185,818	939,706
Total	290,084	$	172.48	290,084	939,706

Item 5. Other Information

During the first quarter of fiscal 2024, none of our directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

Item 6.Exhibits

Exhibits are listed on the Index to Exhibits.

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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 Restated Certification of Incorporation 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)

Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 7, 2021.

Reference is made to Exhibit 3(d) of registrant's Form 10-Q as filed with the Commission on January 7, 2021, which is incorporated herein by reference.

(e)

Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 7, 2021.

Reference is made to Exhibit 3(e) of registrant's Form 10-Q as filed with the Commission on January 7, 2021, which is incorporated herein by reference.

EXHIBIT 22

List of Guarantors and Subsidiary Issuers of Guaranteed Securities.

Reference is made to Exhibit 22 of registrant's Form 10-K as filed with the Commission on October 26, 2023, 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

.INS

XBRL Instance Document

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

.SCH

XBRL Taxonomy Extension Schema Document.

Filed with the Commission as part of this Form 10-Q.

.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

Filed with the Commission as part of this Form 10-Q.

.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

Filed with the Commission as part of this Form 10-Q.

.LAB

XBRL Taxonomy Extension Label Linkbase Document.

Filed with the Commission as part of this Form 10-Q.

.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

Filed with the Commission as part of this Form 10-Q.

EXHIBIT 104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed with the Commission as part of this Form 10-Q

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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:

January 9, 2024

By:

/S/ NEIL M. ASHE

NEIL M. ASHE
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Date:

January 9, 2024

By:

/S/ KAREN J. HOLCOM

KAREN J. HOLCOM
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER (Principal Financial and
Accounting Officer)

EXHIBIT 31(a)

I, Neil M. Ashe, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Acuity Brands, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 9, 2024

/s/ Neil M. Ashe

Neil M. Ashe

Chairman, President and Chief Executive Officer

[A signed original of this written statement required by Section 302 of the Sarbanes-Oxley Act has been provided to Acuity Brands, Inc., and will be retained by Acuity Brands, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.]

EXHIBIT 31(b)

I, Karen J. Holcom, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Acuity Brands, Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: January 9, 2024


/s/ Karen J. Holcom
Karen J. Holcom
Senior Vice President and Chief Financial Officer

EXHIBIT 32(a)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, and in connection with the Quarterly Report on Form 10-Q of Acuity Brands, Inc. (the “Corporation”) for the quarter ended November 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Chairman, President and Chief Executive Officer of the Corporation, certifies that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.


/s/ Neil M. Ashe
Neil M. Ashe
Chairman, President and Chief Executive Officer
January 9, 2024

[A signed original of this written statement required by Section 906 has been provided to Acuity Brands, Inc., and will be retained by Acuity Brands, Inc., and furnished to the Securities and Exchange Commission or its staff upon request.]

EXHIBIT 32(b)

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, and in connection with the Quarterly Report on Form 10-Q of Acuity Brands, Inc. (the “Corporation”) for the quarter ended November 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, the Senior Vice President and Chief Financial Officer of the Corporation, certifies that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.


/s/ Karen J. Holcom
Karen J. Holcom
Senior Vice President and Chief Financial Officer
January 9, 2024

Cover Page - shares	3 Months Ended
Cover Page - shares	Nov. 30, 2023	Jan. 04, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Nov. 30, 2023
Document Transition Report	false
Entity File Number	001-16583
Entity Registrant Name	ACUITY BRANDS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	58-2632672
Entity Address, Address Line One	1170 Peachtree Street, N.E.
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30309
City Area Code	404
Local Phone Number	853-1400
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	AYI
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		30,816,757
Entity Central Index Key	0001144215
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--08-31

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Current assets:
Cash and cash equivalents	$ 513.3	$ 397.9
Accounts receivable, less reserve for doubtful accounts of $1.6 and $1.3, respectively	517.1	555.3
Inventories	365.3	368.5
Prepayments and other current assets	78.4	73.5
Total current assets	1,474.1	1,395.2
Property, plant, and equipment, net	293.6	297.6
Operating lease right-of-use assets	79.1	84.1
Goodwill	1,097.5	1,097.9
Intangible assets, net	471.2	481.2
Deferred income taxes	0.7	3.0
Other long-term assets	47.7	49.5
Total assets	3,463.9	3,408.5
Current liabilities:
Accounts payable	311.8	285.7
Current operating lease liabilities	19.3	19.7
Accrued compensation	71.5	103.3
Other current liabilities	198.0	186.7
Total current liabilities	600.6	595.4
Long-term debt	495.7	495.6
Long-term operating lease liabilities	70.0	75.5
Accrued pension liabilities	38.4	38.4
Deferred income taxes	56.5	59.0
Other long-term liabilities	138.6	129.2
Total liabilities	1,399.8	1,393.1
Commitments and contingencies (see Commitments and Contingencies footnote)
Stockholders’ equity:
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued	0.0	0.0
Common stock, $0.01 par value; 500,000,000 shares authorized; 54,536,606 and 54,411,186 issued, respectively	0.5	0.5
Paid-in capital	1,070.5	1,066.8
Retained earnings	3,601.9	3,505.4
Accumulated other comprehensive loss	(114.1)	(112.6)
Treasury stock, at cost, of 23,652,280 and 23,362,196 shares, respectively	(2,494.7)	(2,444.7)
Total stockholders’ equity	2,064.1	2,015.4
Total liabilities and stockholders’ equity	$ 3,463.9	$ 3,408.5

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Current assets:
Allowance for doubtful accounts	$ 1.6	$ 1.3
Stockholders’ equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	54,536,606	54,411,186
Treasury stock, shares (in shares)	23,652,280	23,362,196

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($)
shares in Thousands, $ in Millions

3 Months Ended

Nov. 30, 2023

Nov. 30, 2022

Income Statement [Abstract]

Net sales

$ 934.7

$ 997.9

Cost of products sold

506.3

581.4

Gross profit

428.4

416.5

Selling, distribution, and administrative expenses

295.5

300.7

Special charges

0.0

6.9

Operating profit

132.9

108.9

Other expense:

Interest expense, net

0.9

6.6

Miscellaneous expense, net

1.1

9.1

Total other expense

2.0

15.7

Income before income taxes

130.9

93.2

Income tax expense

30.3

18.3

Net income

$ 100.6

$ 74.9

Earnings per share

Basic earnings per share (in dollars per share)

^[1]

$ 3.25

$ 2.32

Basic weighted average number of shares outstanding (in shares)

^[1]

31,005

32,308

Diluted earnings per share (in dollars per share)

^[1]

$ 3.21

$ 2.29

Diluted weighted average number of shares outstanding (in shares)

^[1]

31,365

32,704

Dividends declared per share (in dollars per share)

^[1]

$ 0.13

Comprehensive income:

Net income

$ 100.6

$ 74.9

Other comprehensive income (loss) items:

Foreign currency translation adjustments

(2.1)

(1.5)

Defined benefit plans, net of tax

0.6

1.1

Other comprehensive loss items, net of tax

(1.5)

(0.4)

Comprehensive income

$ 99.1

$ 74.5

[1]	Earnings per share is calculated using unrounded numbers. Amounts in the table may not recalculate exactly due to rounding.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Cash flows from operating activities:
Net income	$ 100.6	$ 74.9
Adjustments to reconcile net income to cash flows from operating activities:
Depreciation and amortization	22.7	26.5
Share-based payment expense	11.1	10.7
Loss on sale of property, plant, and equipment	0.4	0.0
Asset impairment	0.0	4.3
Loss on sale of a business	0.0	11.2
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	37.8	81.6
Inventories	3.2	(5.8)
Prepayments and other current assets	(5.3)	(8.5)
Accounts payable	28.7	20.3
Other operating activities	(9.2)	(28.6)
Net cash provided by operating activities	190.0	186.6
Cash flows from investing activities:
Purchases of property, plant, and equipment	(14.6)	(18.2)
Other investing activities	0.1	3.9
Net cash used for investing activities	(14.5)	(14.3)
Cash flows from financing activities:
Repayments on credit facility, net of borrowings	0.0	(18.0)
Repurchases of common stock	(48.2)	(76.5)
Proceeds from stock option exercises and other	1.6	0.9
Payments of taxes withheld on net settlement of equity awards	(9.0)	(12.5)
Dividends paid	(4.1)	(4.3)
Net cash used for financing activities	(59.7)	(110.4)
Effect of exchange rate changes on cash and cash equivalents	(0.4)	(1.0)
Net change in cash and cash equivalents	115.4	60.9
Cash and cash equivalents at beginning of period	397.9	223.2
Cash and cash equivalents at end of period	513.3	284.1
Supplemental cash flow information:
Income taxes paid during the period	7.1	11.0
Interest paid during the period	$ 12.8	$ 15.3

Description of Business and Basis of Presentation	3 Months Ended
Description of Business and Basis of Presentation	Nov. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	Description of Business and Basis of Presentation Acuity Brands, Inc. (referred to herein as “we,” “our,” “us,” the “Company,” or similar references) is a market-leading industrial technology company. We use technology to solve problems in spaces and light. Through our two business segments, Acuity Brands Lighting and Lighting Controls (“ABL”) and the Intelligent Spaces Group (“ISG”), we design, manufacture, and bring to market products and services that make a valuable difference in people's lives. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications. ABL Segment Our ABL strategy is to increase product vitality, improve service levels, use technology to improve and differentiate both our products and our services, and drive productivity. ABL's portfolio of lighting solutions includes commercial, architectural, and specialty lighting in addition to lighting controls and components that can be combined to create integrated lighting controls systems. We offer devices such as luminaires that predominantly utilize light emitting diode (“LED”) technology designed to optimize energy efficiency and comfort for various indoor and outdoor applications. ABL's portfolio of products includes but is not limited to the following brands: A-LightTM, AculuxTM, American Electric Lighting®, CycloneTM, Dark to Light®, eldoLED®, Eureka®, Gotham®, Healthcare Lighting®, Holophane®, Hydrel®, IndyTM, IOTA®, Juno®, Lithonia Lighting®, Luminaire LEDTM, Luminis®, Mark Architectural LightingTM, nLight®, OPTOTRONIC®, Peerless®, RELOC® Wiring Solutions, and Sensor Switch®. Principal customers of ABL include electrical distributors, retail home improvement centers, electric utilities, national accounts, original equipment manufacturer (“OEM”) customers, digital retailers, lighting showrooms, and energy service companies. ABL's customers are located in North America and select international markets that serve new construction, renovation and retrofit, and maintenance and repair applications. ABL's lighting and lighting controls solutions are sold primarily through a network of independent sales agencies that cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, directly to large corporate accounts, and directly to OEM customers. Products are delivered directly from our manufacturing facilities or through a network of distribution centers, regional warehouses, and commercial warehouses using both common carriers and an internally-managed truck fleet. We market ABL's product portfolio and service capabilities to customers and/or end users in multiple channels through a broad spectrum of marketing and promotional methods, including direct customer contact, trade shows, on-site training, print and digital advertising in industry publications, product brochures, and other literature, as well as through digital marketing and social media. ABL operates training and education facilities in several locations throughout North America and Europe designed to enhance the lighting knowledge of customers and industry professionals. ISG Segment Our ISG strategy is to make spaces smarter, safer, and greener by connecting the edge to the cloud. ISG offers building management solutions and building management software. ISG's building management solutions include products for controlling heating, ventilation, air conditioning (“HVAC”); lighting; shades; refrigeration; and building access that deliver end-to-end optimization of those building systems. ISG's intelligent building software enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions. Through a connected and converged building system architecture, ISG's software delivers different applications, allows clients to upgrade over time with natural refresh cycles, and deploys new capabilities. Customers of ISG primarily include system integrators as well as retail stores, airports, and enterprise campuses throughout North America and select international locations. ISG products and solutions are marketed under multiple brand names, including but not limited, to Atrius®, Distech Controls®, and KE2 Therm Solutions®. Basis of Presentation We have 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, Inc. 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 November 30, 2023, our consolidated comprehensive income for the three months ended November 30, 2023 and 2022, and our consolidated cash flows for the three months ended November 30, 2023 and 2022. 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 in the period ended August 31, 2023 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2023 (File No. 001-16583) (“Form 10-K”). Our business exhibits some seasonality, with net sales being affected by weather and seasonal demand on construction and installation programs, particularly during the winter months, as well as the annual budget cycles of major customers. Historically, with certain exceptions, we have experienced our highest sales in the last two quarters of each fiscal year due to these factors.

Significant Accounting Policies	3 Months Ended
Significant Accounting Policies	Nov. 30, 2023
Accounting Policies [Abstract]
Significant Accounting Policies	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 We may reclassify certain prior period amounts to conform to the current year presentation. No material reclassifications occurred during the current period.

Acquisitions and Divestitures	3 Months Ended
Acquisitions and Divestitures	Nov. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Acquisitions and Divestitures	Acquisitions and Divestitures There were no acquisitions or divestitures during the first quarter of fiscal 2024. The following discussion relates to fiscal year 2023 activities. Acquisitions On May 15, 2023, using cash on hand, we acquired all of the equity interests of KE2 Therm Solutions, Inc. (“KE2 Therm”). KE2 Therm develops and provides intelligent refrigeration control solutions that deliver the precision of digital controls to promote safety, efficiency, and reliability, while delivering cost savings to the customer. This acquisition is intended to expand ISG's technology and controls product portfolio and reach new customers. We accounted for the acquisition of KE2 Therm 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. Acquisition-related costs were expensed as incurred and were not material to our financial statements. The aggregate purchase price of this acquisition reflects preliminary goodwill within the ISG segment of $15.0 million at November 30, 2023, which is not expected to be deductible for tax purposes. The goodwill is primarily comprised of expected benefits related to expanding ISG's technology and controls product portfolio as well as the trained workforce acquired with these businesses and expected synergies from combining the operations of KE2 Therm with our operations. We additionally recorded preliminary gross intangible assets of $18.0 million as of November 30, 2023, which reflect estimates for definite-lived intangibles with a preliminary estimated weighted average useful life of approximately 15 years. Amounts recorded for acquired assets and liabilities are deemed to be provisional until disclosed otherwise as we continue to gather information related to the identification and valuation of acquired assets and liabilities including, but not limited to, intangible assets and tax-related items. The operating results of KE2 Therm have been included in our financial statements since the date of acquisition and are not material to our consolidated financial condition, results of operations, or cash flows. Divestitures We sold our Sunoptics prismatic skylights business in November 2022. We transferred assets with a total carrying value of $15.1 million, which primarily consisted of intangibles with definite lives, inventories, and allocated goodwill from the ABL segment. During the first quarter of fiscal 2023, we recognized a pre-tax loss on the sale of $11.2 million within Miscellaneous expense, net on the Consolidated Statements of Comprehensive Income. Additionally, we recorded impairment charges for certain retained assets as well as associate severance and other costs related to the sale. These items are included within Special charges on the Consolidated Statements of Comprehensive Income. See the Special Charges footnote of the Notes to Consolidated Financial Statements for further details.

New Accounting Pronouncements	3 Months Ended
New Accounting Pronouncements	Nov. 30, 2023
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	New Accounting Pronouncements Accounting Standards Yet to Be Adopted Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, or our fiscal 2026. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023 or our fiscal 2025. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, or our fiscal 2026. Retrospective application is required for all prior periods presented, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

Fair Value Measurements

3 Months Ended

Nov. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Financial Instruments Recorded at Fair Value

The following table summarizes balances and the fair value hierarchy level of our financial instruments recorded at fair value on a recurring basis as of the dates presented (in millions):


		November 30, 2023		August 31, 2023
Assets recorded at fair value:
Cash and cash equivalents	Level 1	$	513.3	$	397.9
Other financial instruments	Level 2	0.5		0.4
Assets in fair value hierarchy		513.8		398.3
Other investments(1)		7.2		7.2
Total assets at fair value		$	521.0	$	405.5

____________________________________

Disclosures of Fair Value of Financial Instruments

The estimated fair value of our senior unsecured public notes was $401.3 million and $401.4 million as of November 30, 2023 and August 31, 2023, respectively.

Inventories

3 Months Ended

Nov. 30, 2023

Inventory Disclosure [Abstract]

Inventories


	November 30, 2023		August 31, 2023
Raw materials, supplies, and work in process (1)	$	233.5	$	214.0
Finished goods	162.5		180.3
Inventories excluding reserves	396.0		394.3
Less: Reserves	(30.7)		(25.8)
Total inventories	$	365.3	$	368.5

_______________________________________

Property, Plant, and Equipment

3 Months Ended

Nov. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

Property, plant, and equipment consist of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Land	$	22.9	$	23.0
Buildings and leasehold improvements	212.4		210.9
Machinery and equipment	731.4		727.9
Total property, plant, and equipment, at cost	966.7		961.8
Less: Accumulated depreciation and amortization	(673.1)		(664.2)
Property, plant, and equipment, net	$	293.6	$	297.6

Goodwill and Intangible Assets

3 Months Ended

Nov. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

We recorded amortization expense for definite-lived intangible assets of $9.9 million and $13.6 million during the three months ended November 30, 2023 and 2022, respectively.

The following table summarizes the changes in the carrying amount of goodwill by segment during the periods presented (in millions):


	ABL		ISG		Total
Balance at August 31, 2023	$	1,014.4	$	83.5	$	1,097.9



Foreign currency translation adjustments	(0.2)		(0.2)		(0.4)
Balance at November 30, 2023	$	1,014.2	$	83.3	$	1,097.5


	ABL		ISG		Total
Balance at August 31, 2022	$	1,014.2	$	70.1	$	1,084.3


Derecognitions for divestitures	(0.7)		—		(0.7)
Foreign currency translation adjustments	(0.4)		(1.2)		(1.6)
Balance at November 30, 2022	$	1,013.1	$	68.9	$	1,082.0

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.

Other Current Liabilities

3 Months Ended

Nov. 30, 2023

Payables and Accruals [Abstract]

Other Current Liabilities

Other current liabilities consist of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Customer incentive programs(1)	$	34.8	$	31.6
Refunds to customers(1)	24.4		25.6
Current deferred revenues(1)	13.3		14.1
Sales commissions	28.6		35.7
Freight costs	10.8		15.0
Warranty and recall costs(2)	23.9		22.8
Tax-related items(3)	22.2		9.2
Interest on long-term debt(4)	5.0		2.3
Other	35.0		30.4
Total other current liabilities	$	198.0	$	186.7

____________________________________

(1)Refer to the Revenue Recognition footnote of the Notes to Consolidated Financial Statements within our Form 10-K for additional information.

(2)Refer to the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements for additional information.

(3)Includes accruals for income, property, sales and use, and value-added taxes.

(4)Refer to the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for additional information.

Debt and Lines of Credit	3 Months Ended
Debt and Lines of Credit	Nov. 30, 2023
Debt Disclosure [Abstract]
Debt and Lines of Credit	Debt and Lines of Credit Long-term Debt On November 10, 2020, a wholly owned subsidiary of Acuity Brands Lighting, Inc. issued $500.0 million aggregate principal amount of 2.150% senior unsecured notes due December 15, 2030 (the “Unsecured Notes”) at a price equal to 99.737% of their face value. Interest on the Unsecured Notes is paid semi-annually in arrears on June 15 and December 15 of each year. 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. The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by Acuity Brands, Inc. and ABL IP Holding LLC, a wholly-owned subsidiary of Acuity Brands, Inc. Lines of Credit On June 30, 2022, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides us with a $600.0 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) with the ability to request an additional $400.0 million of borrowing capacity. We had no short-term borrowings outstanding under the Revolving Credit Facility at November 30, 2023 and August 31, 2023. We were in compliance with all financial covenants under the Credit Agreement as of the periods presented. At November 30, 2023, we had additional borrowing capacity under the Credit Agreement of $596.2 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 $3.8 million issued under the Revolving Credit Facility, primarily for securing collateral requirements under our casualty insurance premiums. None of our existing debt instruments include provisions that would require an acceleration of repayments based solely on changes in our credit ratings. 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.

Commitments and Contingencies

3 Months Ended

Nov. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Product Warranty and Recall Costs

accruals and/or receivables may be warranted, which could have a material adverse impact on our results of operations and cash flows.


	Three Months Ended
	November 30, 2023		November 30, 2022
Beginning balance	$	31.6	$	27.3
Warranty and recall costs	12.4		3.7
Payments and other deductions	(11.3)		(8.6)


Ending balance	$	32.7	$	22.4

Data Security Incidents

Litigation

Changes in Stockholders' Equity

3 Months Ended

Nov. 30, 2023

Equity [Abstract]

Changes in Stockholders' Equity

The following tables summarize changes in the components of stockholders' equity for the periods presented (in millions):


	Common Stock Outstanding
	Shares	Amount		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock, at cost		Total
Balance, August 31, 2023	31.1	$	0.5	$	1,066.8	$	3,505.4	$	(112.6)	$	(2,444.7)	$	2,015.4
Net income	—	—		—		100.6		—		—		100.6
Other comprehensive loss	—	—		—		—		(1.5)		—		(1.5)


Share-based payment amortization, issuances, and cancellations	0.1	—		2.1		—		—		—		2.1
Employee stock purchase plan issuances	—	—		0.5		—		—		—		0.5
Cash dividends of $0.13 per share paid on common stock	—	—		—		(4.1)		—		—		(4.1)
Stock options exercised	—	—		1.1		—		—		—		1.1
Repurchases of common stock	(0.3)	—		—		—		—		(50.0)		(50.0)
Balance, November 30, 2023	30.9	$	0.5	$	1,070.5	$	3,601.9	$	(114.1)	$	(2,494.7)	$	2,064.1


	Common Stock Outstanding
	Shares	Amount		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock, at cost		Total
Balance, August 31, 2022	32.5	$	0.5	$	1,036.3	$	3,176.2	$	(125.8)	$	(2,175.4)	$	1,911.8
Net income	—	—		—		74.9		—		—		74.9
Other comprehensive loss	—	—		—		—		(0.4)		—		(0.4)


Share-based payment amortization, issuances, and cancellations	0.2	—		(1.8)		—		—		—		(1.8)
Employee stock purchase plan issuances	—	—		0.5		—		—		—		0.5
Cash dividends of $0.13 per share paid on common stock	—	—		—		(4.3)		—		—		(4.3)
Stock options exercised	—	—		0.4		—		—		—		0.4
Repurchases of common stock	(0.5)	—		—		—		—		(77.6)		(77.6)
Balance, November 30, 2022	32.2	$	0.5	$	1,035.4	$	3,246.8	$	(126.2)	$	(2,253.0)	$	1,903.5

Revenue Recognition

3 Months Ended

Nov. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue Recognition

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

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 dates presented (in millions):


	November 30, 2023		August 31, 2023
Current deferred revenues	$	13.3	$	14.1
Non-current deferred revenues	46.4		47.6

Disaggregated Revenues


	Three Months Ended
	November 30, 2023		November 30, 2022
ABL:
Independent sales network	$	625.2	$	673.7
Direct sales network	97.4		106.4
Retail sales	55.6		49.9
Corporate accounts	41.5		49.1
OEM and other	56.7		68.0
Total ABL	876.4		947.1
ISG	64.2		56.8
Eliminations	(5.9)		(6.0)
Total	$	934.7	$	997.9

Share-based Payments

3 Months Ended

Nov. 30, 2023

Share-Based Payment Arrangement [Abstract]

Share-based Payments

The following table presents share-based payment expense for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Share-based payment expense	$	11.1	$	10.7

We recognized excess tax benefits of $1.5 million and $1.3 million related to share-based payment awards during the three months ended November 30, 2023 and 2022, respectively.

Further details regarding our share-based payments are included within the Share-based Payments footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

Pension Plans

3 Months Ended

Nov. 30, 2023

Retirement Benefits [Abstract]

Pension Plans


	Three Months Ended
	November 30, 2023		November 30, 2022
Service cost	$	1.1	$	1.1
Interest cost	2.5		2.2
Expected return on plan assets	(2.2)		(2.4)
Amortization of prior service cost	—		0.7

Recognized actuarial loss	0.8		0.8
Net periodic pension cost	$	2.2	$	2.4

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.

Special Charges	3 Months Ended
Special Charges	Nov. 30, 2023
Restructuring and Related Activities [Abstract]
Special Charges	Special Charges We recognized no special charges during the first quarter of fiscal 2024. During the first quarter of fiscal 2023, we recognized $6.9 million within Special charges on the Consolidated Statements of Comprehensive Income primarily for impairments of operating lease right-of-use assets for $4.3 million associated with our previously owned Sunoptics prismatic skylights business that were not transferred in connection with the sale. We additionally recognized associate severance and other costs totaling $2.6 million primarily in connection with the Sunoptics divestiture.

Other Expense

3 Months Ended

Nov. 30, 2023

Other Income and Expenses [Abstract]

Other Expense

The following table summarizes the components of other expense (income), net for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Interest expense, net:
Interest expense	$	6.4	$	7.9
Interest income	(5.5)		(1.3)
Interest expense, net	0.9		6.6
Miscellaneous expense, net:
Non-service components of net periodic pension cost	1.1		1.3
Foreign currency transaction losses (gains)	0.6		(2.7)
Loss on sale of business	—		11.2
Other items	(0.6)		(0.7)
Miscellaneous expense, net	1.1		9.1
Other expense, net	$	2.0	$	15.7

Earnings Per Share

3 Months Ended

Nov. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

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):


	Three Months Ended
	November 30, 2023		November 30, 2022
Net income	$	100.6	$	74.9
Basic weighted average shares outstanding	31.005		32.308
Common stock equivalents	0.360		0.396
Diluted weighted average shares outstanding	31.365		32.704
Basic earnings per share(1)	$	3.25	$	2.32
Diluted earnings per share(1)	$	3.21	$	2.29

_______________________________________

(1) Earnings per share is calculated using unrounded numbers. Amounts in the table may not recalculate exactly due to rounding.


	Three Months Ended
	November 30, 2023		November 30, 2022
Stock options	0.1		0.1
Performance stock awards	—	*	—	*
Restricted stock awards	0.2		0.1

_______________________________________

* Represents shares of less than 0.1 million.

Comprehensive Income

3 Months Ended

Nov. 30, 2023

Equity [Abstract]

Comprehensive Income

The following table presents the changes in each component of accumulated other comprehensive income (loss) net of tax during the periods presented (in millions):


	Foreign Currency Items		Defined Benefit Pension Plans		Accumulated Other Comprehensive Loss Items
Balance at August 31, 2023	$	(65.0)	$	(47.6)	$	(112.6)
Other comprehensive loss before reclassifications	(2.1)		—		(2.1)
Amounts reclassified from accumulated other comprehensive loss (1)	—		0.6		0.6
Net current period other comprehensive (loss) income	(2.1)		0.6		(1.5)
Balance at November 30, 2023	$	(67.1)	$	(47.0)	$	(114.1)


	Foreign Currency Items		Defined Benefit Pension Plans		Accumulated Other Comprehensive Loss Items
Balance at August 31, 2022	$	(73.5)	$	(52.3)	$	(125.8)
Other comprehensive loss before reclassifications	(1.5)		—		(1.5)
Amounts reclassified from accumulated other comprehensive loss (1)	—		1.1		1.1
Net current period other comprehensive (loss) income	(1.5)		1.1		(0.4)

Balance at November 30, 2022	$	(75.0)	$	(51.2)	$	(126.2)

_______________________________________

The following table summarizes the tax expense or benefit allocated to each component of other comprehensive loss for the periods presented (in millions):


	Three Months Ended
	November 30, 2023						November 30, 2022
	Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount		Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount
Foreign currency translation adjustments	$	(2.1)	$	—	$	(2.1)	$	(1.5)	$	—	$	(1.5)
Defined benefit pension plans:


Amortization of defined benefit pension items:
Prior service cost	—		—		—		0.7		(0.2)		0.5
Actuarial losses	0.8		(0.2)		0.6		0.8		(0.2)		0.6

Total defined benefit pension plans, net	0.8		(0.2)		0.6		1.5		(0.4)		1.1
Other comprehensive loss	$	(1.3)	$	(0.2)	$	(1.5)	$	—	$	(0.4)	$	(0.4)

Segment Information

3 Months Ended

Nov. 30, 2023

Segment Reporting [Abstract]

Segment Information

We recorded no special charges during the three months ended November 30, 2023. Special charges during the three months ended November 30, 2022 of $6.9 million pertained to the ABL segment.

The following table presents financial information by operating segment for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Net sales:
ABL	$	876.4	$	947.1
ISG	64.2		56.8
Eliminations(1)	(5.9)		(6.0)
Total	$	934.7	$	997.9

Operating profit:
ABL	$	143.8	$	118.1
ISG	5.3		7.7
Unallocated corporate amounts	(16.2)		(16.9)
Total	$	132.9	$	108.9

____________________________

(1) These amounts represent intersegment sales. Profit on these sales eliminates within gross profit on a consolidated basis.

The following table reconciles operating profit by segment to income before income taxes for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Operating profit - ABL	$	143.8	$	118.1
Operating profit - ISG	5.3		7.7
Unallocated corporate amounts	(16.2)		(16.9)
Operating profit	132.9		108.9
Interest expense, net	0.9		6.6
Miscellaneous expense, net	1.1		9.1
Income before income taxes	$	130.9	$	93.2

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Nov. 30, 2023	Nov. 30, 2022
Pay vs Performance Disclosure
Net income	$ 100.6	$ 74.9

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Nov. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Nov. 30, 2023
Accounting Policies [Abstract]
ABL Segment and ISG Segment	ABL Segment Our ABL strategy is to increase product vitality, improve service levels, use technology to improve and differentiate both our products and our services, and drive productivity. ABL's portfolio of lighting solutions includes commercial, architectural, and specialty lighting in addition to lighting controls and components that can be combined to create integrated lighting controls systems. We offer devices such as luminaires that predominantly utilize light emitting diode (“LED”) technology designed to optimize energy efficiency and comfort for various indoor and outdoor applications. ABL's portfolio of products includes but is not limited to the following brands: A-LightTM, AculuxTM, American Electric Lighting®, CycloneTM, Dark to Light®, eldoLED®, Eureka®, Gotham®, Healthcare Lighting®, Holophane®, Hydrel®, IndyTM, IOTA®, Juno®, Lithonia Lighting®, Luminaire LEDTM, Luminis®, Mark Architectural LightingTM, nLight®, OPTOTRONIC®, Peerless®, RELOC® Wiring Solutions, and Sensor Switch®. Principal customers of ABL include electrical distributors, retail home improvement centers, electric utilities, national accounts, original equipment manufacturer (“OEM”) customers, digital retailers, lighting showrooms, and energy service companies. ABL's customers are located in North America and select international markets that serve new construction, renovation and retrofit, and maintenance and repair applications. ABL's lighting and lighting controls solutions are sold primarily through a network of independent sales agencies that cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, directly to large corporate accounts, and directly to OEM customers. Products are delivered directly from our manufacturing facilities or through a network of distribution centers, regional warehouses, and commercial warehouses using both common carriers and an internally-managed truck fleet. We market ABL's product portfolio and service capabilities to customers and/or end users in multiple channels through a broad spectrum of marketing and promotional methods, including direct customer contact, trade shows, on-site training, print and digital advertising in industry publications, product brochures, and other literature, as well as through digital marketing and social media. ABL operates training and education facilities in several locations throughout North America and Europe designed to enhance the lighting knowledge of customers and industry professionals. ISG Segment Our ISG strategy is to make spaces smarter, safer, and greener by connecting the edge to the cloud. ISG offers building management solutions and building management software. ISG's building management solutions include products for controlling heating, ventilation, air conditioning (“HVAC”); lighting; shades; refrigeration; and building access that deliver end-to-end optimization of those building systems. ISG's intelligent building software enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions. Through a connected and converged building system architecture, ISG's software delivers different applications, allows clients to upgrade over time with natural refresh cycles, and deploys new capabilities. Customers of ISG primarily include system integrators as well as retail stores, airports, and enterprise campuses throughout North America and select international locations. ISG products and solutions are marketed under multiple brand names, including but not limited, to Atrius®, Distech Controls®, and KE2 Therm Solutions®.
Basis of Presentation	Basis of Presentation We have 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, Inc. 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 November 30, 2023, our consolidated comprehensive income for the three months ended November 30, 2023 and 2022, and our consolidated cash flows for the three months ended November 30, 2023 and 2022. 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 in the period ended August 31, 2023 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2023 (File No. 001-16583) (“Form 10-K”). Our business exhibits some seasonality, with net sales being affected by weather and seasonal demand on construction and installation programs, particularly during the winter months, as well as the annual budget cycles of major customers. Historically, with certain exceptions, we have experienced our highest sales in the last two quarters of each fiscal year due to these factors.
Use of Estimates	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	Reclassifications We may reclassify certain prior period amounts to conform to the current year presentation. No material reclassifications occurred during the current period.
New Accounting Pronouncements	New Accounting Pronouncements Accounting Standards Yet to Be Adopted Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, which expands income tax disclosure requirements to include additional information related to the rate reconciliation of our effective tax rates to statutory rates as well as additional disaggregation of taxes paid. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, or our fiscal 2026. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023 or our fiscal 2025. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024, or our fiscal 2026. Retrospective application is required for all prior periods presented, and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.
Fair Value Measurement	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.
Fair Value Transfers	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 may from time to time be required to remeasure the carrying value of certain assets and liabilities to fair value on a nonrecurring basis. Such adjustments typically arise if we determine that certain of our assets are impaired.
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. We allocate the expected consideration to be collected to each distinct performance obligation identified in a sale based on its standalone selling price. Sales and use taxes collected on behalf of governmental authorities are excluded from revenues. 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 at net realizable value. Further details regarding our method for developing our estimate of expected credit losses over the contractual term of our receivables are included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K. 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. Current deferred revenues primarily consist of professional service and service-type warranty fees collected prior to performing the related service as well as software licenses and are included within Other current liabilities on the Consolidated Balance Sheets. These services are expected to be performed within one year. Revenue recognized from beginning balances of contract liabilities during the three months ended November 30, 2023 totaled $3.9 million. 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. November 30, 2023 and consist primarily of orders for physical goods that have not yet been shipped. Disaggregated Revenues Our ABL segment's lighting and lighting controls are sold primarily through independent sales agents who cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, directly to large corporate accounts, and through other distribution methods, including directly to OEM customers. ISG sells predominantly to system integrators.

Fair Value Measures and Disclosures (Tables)

3 Months Ended

Nov. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Carrying Value and Estimated Fair Value of Financial Instruments

The following table summarizes balances and the fair value hierarchy level of our financial instruments recorded at fair value on a recurring basis as of the dates presented (in millions):


		November 30, 2023		August 31, 2023
Assets recorded at fair value:
Cash and cash equivalents	Level 1	$	513.3	$	397.9
Other financial instruments	Level 2	0.5		0.4
Assets in fair value hierarchy		513.8		398.3
Other investments(1)		7.2		7.2
Total assets at fair value		$	521.0	$	405.5

____________________________________

Inventories (Tables)

3 Months Ended

Nov. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory


	November 30, 2023		August 31, 2023
Raw materials, supplies, and work in process (1)	$	233.5	$	214.0
Finished goods	162.5		180.3
Inventories excluding reserves	396.0		394.3
Less: Reserves	(30.7)		(25.8)
Total inventories	$	365.3	$	368.5

_______________________________________

Property, Plant, and Equipment (Tables)

3 Months Ended

Nov. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant, and equipment consist of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Land	$	22.9	$	23.0
Buildings and leasehold improvements	212.4		210.9
Machinery and equipment	731.4		727.9
Total property, plant, and equipment, at cost	966.7		961.8
Less: Accumulated depreciation and amortization	(673.1)		(664.2)
Property, plant, and equipment, net	$	293.6	$	297.6

Goodwill and Intangible Assets (Tables)

3 Months Ended

Nov. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table summarizes the changes in the carrying amount of goodwill by segment during the periods presented (in millions):


	ABL		ISG		Total
Balance at August 31, 2023	$	1,014.4	$	83.5	$	1,097.9



Foreign currency translation adjustments	(0.2)		(0.2)		(0.4)
Balance at November 30, 2023	$	1,014.2	$	83.3	$	1,097.5


	ABL		ISG		Total
Balance at August 31, 2022	$	1,014.2	$	70.1	$	1,084.3


Derecognitions for divestitures	(0.7)		—		(0.7)
Foreign currency translation adjustments	(0.4)		(1.2)		(1.6)
Balance at November 30, 2022	$	1,013.1	$	68.9	$	1,082.0

Other Current Liabilities (Tables)

3 Months Ended

Nov. 30, 2023

Payables and Accruals [Abstract]

Schedule of Other Current Liabilities

Other current liabilities consist of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Customer incentive programs(1)	$	34.8	$	31.6
Refunds to customers(1)	24.4		25.6
Current deferred revenues(1)	13.3		14.1
Sales commissions	28.6		35.7
Freight costs	10.8		15.0
Warranty and recall costs(2)	23.9		22.8
Tax-related items(3)	22.2		9.2
Interest on long-term debt(4)	5.0		2.3
Other	35.0		30.4
Total other current liabilities	$	198.0	$	186.7

____________________________________

(1)Refer to the Revenue Recognition footnote of the Notes to Consolidated Financial Statements within our Form 10-K for additional information.

(2)Refer to the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements for additional information.

(3)Includes accruals for income, property, sales and use, and value-added taxes.

(4)Refer to the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for additional information.

Commitments and Contingencies (Tables)

3 Months Ended

Nov. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability


	Three Months Ended
	November 30, 2023		November 30, 2022
Beginning balance	$	31.6	$	27.3
Warranty and recall costs	12.4		3.7
Payments and other deductions	(11.3)		(8.6)


Ending balance	$	32.7	$	22.4

Changes in Stockholders' Equity (Tables)

3 Months Ended

Nov. 30, 2023

Equity [Abstract]

Schedule of Changes in Stockholders' Equity

The following tables summarize changes in the components of stockholders' equity for the periods presented (in millions):


	Common Stock Outstanding
	Shares	Amount		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock, at cost		Total
Balance, August 31, 2023	31.1	$	0.5	$	1,066.8	$	3,505.4	$	(112.6)	$	(2,444.7)	$	2,015.4
Net income	—	—		—		100.6		—		—		100.6
Other comprehensive loss	—	—		—		—		(1.5)		—		(1.5)


Share-based payment amortization, issuances, and cancellations	0.1	—		2.1		—		—		—		2.1
Employee stock purchase plan issuances	—	—		0.5		—		—		—		0.5
Cash dividends of $0.13 per share paid on common stock	—	—		—		(4.1)		—		—		(4.1)
Stock options exercised	—	—		1.1		—		—		—		1.1
Repurchases of common stock	(0.3)	—		—		—		—		(50.0)		(50.0)
Balance, November 30, 2023	30.9	$	0.5	$	1,070.5	$	3,601.9	$	(114.1)	$	(2,494.7)	$	2,064.1


	Common Stock Outstanding
	Shares	Amount		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock, at cost		Total
Balance, August 31, 2022	32.5	$	0.5	$	1,036.3	$	3,176.2	$	(125.8)	$	(2,175.4)	$	1,911.8
Net income	—	—		—		74.9		—		—		74.9
Other comprehensive loss	—	—		—		—		(0.4)		—		(0.4)


Share-based payment amortization, issuances, and cancellations	0.2	—		(1.8)		—		—		—		(1.8)
Employee stock purchase plan issuances	—	—		0.5		—		—		—		0.5
Cash dividends of $0.13 per share paid on common stock	—	—		—		(4.3)		—		—		(4.3)
Stock options exercised	—	—		0.4		—		—		—		0.4
Repurchases of common stock	(0.5)	—		—		—		—		(77.6)		(77.6)
Balance, November 30, 2022	32.2	$	0.5	$	1,035.4	$	3,246.8	$	(126.2)	$	(2,253.0)	$	1,903.5

Revenue Recognition (Tables)

3 Months Ended

Nov. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Amount of Transaction Price From Contracts With Customers Allocated To The Company's Contract Liabilities

The amount of transaction price from contracts with customers allocated to our contract liabilities consists of the following as of the dates presented (in millions):


	November 30, 2023		August 31, 2023
Current deferred revenues	$	13.3	$	14.1
Non-current deferred revenues	46.4		47.6

Schedule of Revenue From Contracts With Customers By Sales Channel

The following table shows revenue from contracts with customers by sales channel and reconciles to our segment information for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
ABL:
Independent sales network	$	625.2	$	673.7
Direct sales network	97.4		106.4
Retail sales	55.6		49.9
Corporate accounts	41.5		49.1
OEM and other	56.7		68.0
Total ABL	876.4		947.1
ISG	64.2		56.8
Eliminations	(5.9)		(6.0)
Total	$	934.7	$	997.9

Share-based Payments (Tables)

3 Months Ended

Nov. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Components of Share-Based Payment Expense

The following table presents share-based payment expense for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Share-based payment expense	$	11.1	$	10.7

Pension Plans (Tables)

3 Months Ended

Nov. 30, 2023

Retirement Benefits [Abstract]

Schedule of Net Periodic Pension Cost

Net periodic pension cost included the following components before tax for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Service cost	$	1.1	$	1.1
Interest cost	2.5		2.2
Expected return on plan assets	(2.2)		(2.4)
Amortization of prior service cost	—		0.7

Recognized actuarial loss	0.8		0.8
Net periodic pension cost	$	2.2	$	2.4

Other Expense (Tables)

3 Months Ended

Nov. 30, 2023

Other Income and Expenses [Abstract]

Schedule of Other Expenses

The following table summarizes the components of other expense (income), net for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Interest expense, net:
Interest expense	$	6.4	$	7.9
Interest income	(5.5)		(1.3)
Interest expense, net	0.9		6.6
Miscellaneous expense, net:
Non-service components of net periodic pension cost	1.1		1.3
Foreign currency transaction losses (gains)	0.6		(2.7)
Loss on sale of business	—		11.2
Other items	(0.6)		(0.7)
Miscellaneous expense, net	1.1		9.1
Other expense, net	$	2.0	$	15.7

Earnings Per Share (Tables)

3 Months Ended

Nov. 30, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

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):


	Three Months Ended
	November 30, 2023		November 30, 2022
Net income	$	100.6	$	74.9
Basic weighted average shares outstanding	31.005		32.308
Common stock equivalents	0.360		0.396
Diluted weighted average shares outstanding	31.365		32.704
Basic earnings per share(1)	$	3.25	$	2.32
Diluted earnings per share(1)	$	3.21	$	2.29

_______________________________________

(1) Earnings per share is calculated using unrounded numbers. Amounts in the table may not recalculate exactly due to rounding.

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended
	November 30, 2023		November 30, 2022
Stock options	0.1		0.1
Performance stock awards	—	*	—	*
Restricted stock awards	0.2		0.1

_______________________________________

* Represents shares of less than 0.1 million.

Comprehensive Income (Tables)

3 Months Ended

Nov. 30, 2023

Equity [Abstract]

Schedule of Changes in Each Component of Accumulated Other Comprehensive Loss

The following table presents the changes in each component of accumulated other comprehensive income (loss) net of tax during the periods presented (in millions):


	Foreign Currency Items		Defined Benefit Pension Plans		Accumulated Other Comprehensive Loss Items
Balance at August 31, 2023	$	(65.0)	$	(47.6)	$	(112.6)
Other comprehensive loss before reclassifications	(2.1)		—		(2.1)
Amounts reclassified from accumulated other comprehensive loss (1)	—		0.6		0.6
Net current period other comprehensive (loss) income	(2.1)		0.6		(1.5)
Balance at November 30, 2023	$	(67.1)	$	(47.0)	$	(114.1)


	Foreign Currency Items		Defined Benefit Pension Plans		Accumulated Other Comprehensive Loss Items
Balance at August 31, 2022	$	(73.5)	$	(52.3)	$	(125.8)
Other comprehensive loss before reclassifications	(1.5)		—		(1.5)
Amounts reclassified from accumulated other comprehensive loss (1)	—		1.1		1.1
Net current period other comprehensive (loss) income	(1.5)		1.1		(0.4)

Balance at November 30, 2022	$	(75.0)	$	(51.2)	$	(126.2)

_______________________________________

Schedule of Tax Expense or Benefit Allocated to Each Component of Other Comprehensive Loss

The following table summarizes the tax expense or benefit allocated to each component of other comprehensive loss for the periods presented (in millions):


	Three Months Ended
	November 30, 2023						November 30, 2022
	Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount		Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount
Foreign currency translation adjustments	$	(2.1)	$	—	$	(2.1)	$	(1.5)	$	—	$	(1.5)
Defined benefit pension plans:


Amortization of defined benefit pension items:
Prior service cost	—		—		—		0.7		(0.2)		0.5
Actuarial losses	0.8		(0.2)		0.6		0.8		(0.2)		0.6

Total defined benefit pension plans, net	0.8		(0.2)		0.6		1.5		(0.4)		1.1
Other comprehensive loss	$	(1.3)	$	(0.2)	$	(1.5)	$	—	$	(0.4)	$	(0.4)

Segment Information (Tables)

3 Months Ended

Nov. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following table presents financial information by operating segment for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Net sales:
ABL	$	876.4	$	947.1
ISG	64.2		56.8
Eliminations(1)	(5.9)		(6.0)
Total	$	934.7	$	997.9

Operating profit:
ABL	$	143.8	$	118.1
ISG	5.3		7.7
Unallocated corporate amounts	(16.2)		(16.9)
Total	$	132.9	$	108.9

____________________________

(1) These amounts represent intersegment sales. Profit on these sales eliminates within gross profit on a consolidated basis.

Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated

The following table reconciles operating profit by segment to income before income taxes for the periods presented (in millions):


	Three Months Ended
	November 30, 2023		November 30, 2022
Operating profit - ABL	$	143.8	$	118.1
Operating profit - ISG	5.3		7.7
Unallocated corporate amounts	(16.2)		(16.9)
Operating profit	132.9		108.9
Interest expense, net	0.9		6.6
Miscellaneous expense, net	1.1		9.1
Income before income taxes	$	130.9	$	93.2

Description of Business and Basis of Presentation (Details)	3 Months Ended
	Nov. 30, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	2

Acquisitions and Divestitures (Details) $ in Millions		1 Months Ended	3 Months Ended
Acquisitions and Divestitures (Details) $ in Millions	May 15, 2023 USD ($)	Nov. 30, 2022 USD ($)	Nov. 30, 2023 USD ($) transaction	Aug. 31, 2023 USD ($)	Oct. 30, 2022 USD ($)	Aug. 31, 2022 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of acquisitions \| transaction			0
Number of divestitures \| transaction			0
Goodwill		$ 1,082.0	$ 1,097.5	$ 1,097.9		$ 1,084.3
ISG
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Goodwill		68.9	83.3	$ 83.5		$ 70.1
Preliminary goodwill			$ 15.0
KE2 Therm Solutions, Inc
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Goodwill	$ 15.0
Identified intangible assets	$ 18.0
Weighted average amortization period (in years)	15 years
Sunoptics Prismatic Skylights Business \| Disposal Group, Not Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Assets transferred					$ 15.1
Pre-tax loss on the sale		$ 11.2

Fair Value Measurements - Schedule of Carrying Value and Estimated Fair Value of Financial Instruments (Details) - Fair value measured on recurring basis - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets at fair value	$ 521.0	$ 405.5
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash and cash equivalents	513.3	397.9
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other financial instruments	0.5	0.4
Level 1,2 and 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets in fair value hierarchy	513.8	398.3
Other investments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other investments	$ 7.2	$ 7.2

Fair Value Measurements - Narrative (Details) - USD ($)	Nov. 30, 2023	Aug. 31, 2023
Line of Credit \| Credit facility \| Revolving Credit Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Short-term borrowings outstanding	$ 0	$ 0
Approximate fair value of short term borrowings	0	0
Estimate of Fair Value Measurement \| Unsecured debt \| 2.150% Senior Unsecured Notes Due December 2030
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying and estimated fair values of financial instruments	$ 401,300,000	$ 401,400,000

Inventories (Details) - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Inventory, Net [Abstract]
Raw materials, supplies, and work in process	$ 233.5	$ 214.0
Finished goods	162.5	180.3
Inventories excluding reserves	396.0	394.3
Less: Reserves	(30.7)	(25.8)
Total inventories	$ 365.3	$ 368.5

Property, Plant, and Equipment - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment, at cost	$ 966.7	$ 961.8
Less: Accumulated depreciation and amortization	(673.1)	(664.2)
Property, plant, and equipment, net	293.6	297.6
Land
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment, at cost	22.9	23.0
Buildings and leasehold improvements
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment, at cost	212.4	210.9
Machinery and equipment
Property, Plant and Equipment [Line Items]
Total property, plant, and equipment, at cost	$ 731.4	$ 727.9

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 9.9	$ 13.6

Goodwill and Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 1,097.9	$ 1,084.3
Derecognitions for divestitures		(0.7)
Foreign currency translation adjustments	(0.4)	(1.6)
Goodwill, ending balance	1,097.5	1,082.0
ABL
Goodwill [Roll Forward]
Goodwill, beginning balance	1,014.4	1,014.2
Derecognitions for divestitures		(0.7)
Foreign currency translation adjustments	(0.2)	(0.4)
Goodwill, ending balance	1,014.2	1,013.1
ISG
Goodwill [Roll Forward]
Goodwill, beginning balance	83.5	70.1
Derecognitions for divestitures		0.0
Foreign currency translation adjustments	(0.2)	(1.2)
Goodwill, ending balance	$ 83.3	$ 68.9

Other Current Liabilities (Details) - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Payables and Accruals [Abstract]
Customer incentive programs	$ 34.8	$ 31.6
Refunds to customers	24.4	25.6
Current deferred revenues	13.3	14.1
Sales commissions	28.6	35.7
Freight costs	10.8	15.0
Warranty and recall costs	23.9	22.8
Tax-related items	22.2	9.2
Interest on long-term debt	5.0	2.3
Other	35.0	30.4
Total other current liabilities	$ 198.0	$ 186.7

Debt and Lines of Credit (Details) - USD ($)	Jun. 30, 2022	Nov. 10, 2020	Nov. 30, 2023	Aug. 31, 2023
Unsecured debt \| 2.150% Senior Unsecured Notes Due December 2030 \| Acuity Brands Lighting, Inc.
Line of Credit Facility [Abstract]
Aggregate principal amount		$ 500,000,000
Interest rate (as percent)		2.15%
Debt issuance price as a percentage of face value (as percent)		99.737%
Deferred issuance costs		$ 4,800,000
Term of instrument		10 years
Line of Credit \| Revolving Credit Facility \| Credit facility
Line of Credit Facility [Abstract]
Term of instrument	5 years
Executed revolving credit facility	$ 600,000,000
Line of credit facility, additional borrowing capacity	$ 400,000,000
Short-term borrowings outstanding			$ 0	$ 0
Additional borrowing capacity under revolving credit facility			596,200,000
Letters of Credit \| Revolving Credit Facility \| Credit facility
Line of Credit Facility [Abstract]
Outstanding letters of credit			$ 3,800,000

Commitments and Contingencies (Details) $ in Millions		3 Months Ended
Commitments and Contingencies (Details) $ in Millions	Jan. 25, 2023 former_associate	Nov. 30, 2023 USD ($)	Nov. 30, 2022 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Standard warranty term (in years)		5 years
Movement in Standard Product Warranty Accrual [Roll Forward]
Beginning balance		$ 31.6	$ 27.3
Warranty and recall costs		12.4	3.7
Payments and other deductions		(11.3)	(8.6)
Ending balance		$ 32.7	$ 22.4
Data Security Incidents
Loss Contingencies [Line Items]
Number of former associates that filed a class action lawsuit \| former_associate	2

Changes in Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ 2,015.4	$ 1,911.8
Net income	100.6	74.9
Other comprehensive (loss) income	(1.5)	(0.4)
Share-based payment amortization, issuances, and cancellations	2.1	(1.8)
Employee stock purchase plan issuances	0.5	0.5
Cash dividends of $0.13 per share paid on common stock	(4.1)	(4.3)
Stock options exercised	1.1	0.4
Repurchases of common stock	(50.0)	(77.6)
Ending balance	$ 2,064.1	$ 1,903.5
Cash dividends paid (in usd per share)	$ 0.13	$ 0.13
Common Stock Outstanding
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)	31.1	32.5
Beginning balance	$ 0.5	$ 0.5
Share-based payment amortization, issuances, and cancellations (in shares)	0.1	0.2
Repurchases of common stock (shares)	(0.3)	(0.5)
Ending balance (in shares)	30.9	32.2
Ending balance	$ 0.5	$ 0.5
Paid-in Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	1,066.8	1,036.3
Share-based payment amortization, issuances, and cancellations	2.1	(1.8)
Employee stock purchase plan issuances	0.5	0.5
Stock options exercised	1.1	0.4
Ending balance	1,070.5	1,035.4
Retained Earnings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	3,505.4	3,176.2
Net income	100.6	74.9
Cash dividends of $0.13 per share paid on common stock	(4.1)	(4.3)
Ending balance	3,601.9	3,246.8
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(112.6)	(125.8)
Other comprehensive (loss) income	(1.5)	(0.4)
Ending balance	(114.1)	(126.2)
Treasury Stock, at cost
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	(2,444.7)	(2,175.4)
Repurchases of common stock	(50.0)	(77.6)
Ending balance	$ (2,494.7)	$ (2,253.0)

Revenue Recognition - Contract Balances (Details) - USD ($) $ in Millions	Nov. 30, 2023	Aug. 31, 2023
Revenue from Contract with Customer [Abstract]
Current deferred revenues	$ 13.3	$ 14.1
Non-current deferred revenues	$ 46.4	$ 47.6

Revenue Recognition - Narrative (Details) $ in Millions	3 Months Ended
Revenue Recognition - Narrative (Details) $ in Millions	Nov. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Timing of revenue recognition	Current deferred revenues primarily consist of professional service and service-type warranty fees collected prior to performing the related service as well as software licenses and are included within Other current liabilities on the Consolidated Balance Sheets. These services are expected to be performed within one year. Revenue recognized from beginning balances of contract liabilities during the three months ended November 30, 2023 totaled $3.9 million.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	$ 3.9

Revenue Recognition - Disaggregated Revenues (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Disaggregation of Revenue [Line Items]
Total sales	$ 934.7	$ 997.9
Operating Segments \| ABL
Disaggregation of Revenue [Line Items]
Total sales	876.4	947.1
Operating Segments \| ISG
Disaggregation of Revenue [Line Items]
Total sales	64.2	56.8
Eliminations
Disaggregation of Revenue [Line Items]
Total sales	(5.9)	(6.0)
Independent sales network \| Operating Segments \| ABL
Disaggregation of Revenue [Line Items]
Total sales	625.2	673.7
Direct sales network \| Operating Segments \| ABL
Disaggregation of Revenue [Line Items]
Total sales	97.4	106.4
Retail sales \| Operating Segments \| ABL
Disaggregation of Revenue [Line Items]
Total sales	55.6	49.9
Corporate accounts \| Operating Segments \| ABL
Disaggregation of Revenue [Line Items]
Total sales	41.5	49.1
OEM and other \| Operating Segments \| ABL
Disaggregation of Revenue [Line Items]
Total sales	$ 56.7	$ 68.0

Share-based Payments (Details) - USD ($) $ in Millions	3 Months Ended
Share-based Payments (Details) - USD ($) $ in Millions	Nov. 30, 2023	Nov. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-based payment expense	$ 11.1	$ 10.7

Share-based Payments - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share-based payment arrangement, expense, tax benefit	$ 1.5	$ 1.3

Pension Plans (Details) - Pension Plan - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 1.1	$ 1.1
Interest cost	2.5	2.2
Expected return on plan assets	(2.2)	(2.4)
Amortization of prior service cost	0.0	0.7
Recognized actuarial loss	0.8	0.8
Net periodic pension cost	$ 2.2	$ 2.4

Special Charges (Details) - USD ($) $ in Millions	3 Months Ended
Special Charges (Details) - USD ($) $ in Millions	Nov. 30, 2023	Nov. 30, 2022
Restructuring Cost and Reserve [Line Items]
Special charges	$ 0.0	$ 6.9
Operating lease, impairment loss		4.3
Employee Severance and Other Costs
Restructuring Cost and Reserve [Line Items]
Special charges		$ 2.6

Other Expense (Details) - USD ($) $ in Millions	3 Months Ended
Other Expense (Details) - USD ($) $ in Millions	Nov. 30, 2023	Nov. 30, 2022
Interest expense, net:
Interest expense	$ 6.4	$ 7.9
Interest income	(5.5)	(1.3)
Interest expense, net	0.9	6.6
Miscellaneous expense, net:
Non-service components of net periodic pension cost	1.1	1.3
Foreign currency transaction losses (gains)	0.6	(2.7)
Loss on sale of a business	0.0	11.2
Other items	(0.6)	(0.7)
Miscellaneous expense, net	1.1	9.1
Total other expense	$ 2.0	$ 15.7

Earnings Per Share - Basic and Diluted Earnings Per Share, Treasury Stock Method (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions

3 Months Ended

Nov. 30, 2023

Nov. 30, 2022

Earnings Per Share [Abstract]

Net income

$ 100.6

$ 74.9

Basic weighted average shares outstanding (in shares)

^[1]

31,005

32,308

Common stock equivalents (in shares)

360

396

Diluted weighted average shares outstanding (in shares)

^[1]

31,365

32,704

Basic earnings per share (in dollars per share)

^[1]

$ 3.25

$ 2.32

Diluted earnings per share (in dollars per share)

^[1]

$ 3.21

$ 2.29

[1]	Earnings per share is calculated using unrounded numbers. Amounts in the table may not recalculate exactly due to rounding.

Earnings Per Share - Antidilutive Securities Excluded from EPS Computation (Details) - shares shares in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Awards excluded from diluted earnings per share, (less than) (in shares)	0.1
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Awards excluded from diluted earnings per share, (less than) (in shares)	0.1	0.1
Performance stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Awards excluded from diluted earnings per share, (less than) (in shares)	0.0	0.0
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Awards excluded from diluted earnings per share, (less than) (in shares)	0.2	0.1

Comprehensive Income - Changes in Components of Accumulated Other Comprehensive Income (Loss) Items (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	$ 2,015.4	$ 1,911.8
Other comprehensive loss before reclassifications	(2.1)	(1.5)
Amounts reclassified from accumulated other comprehensive loss	0.6	1.1
Net current period other comprehensive (loss) income	(1.5)	(0.4)
Ending balance	2,064.1	1,903.5
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(112.6)	(125.8)
Net current period other comprehensive (loss) income	(1.5)	(0.4)
Ending balance	(114.1)	(126.2)
Foreign Currency Items
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(65.0)	(73.5)
Other comprehensive loss before reclassifications	(2.1)	(1.5)
Amounts reclassified from accumulated other comprehensive loss	0.0	0.0
Net current period other comprehensive (loss) income	(2.1)	(1.5)
Ending balance	(67.1)	(75.0)
Defined Benefit Pension Plans
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Beginning balance	(47.6)	(52.3)
Other comprehensive loss before reclassifications	0.0	0.0
Amounts reclassified from accumulated other comprehensive loss	0.6	1.1
Net current period other comprehensive (loss) income	0.6	1.1
Ending balance	$ (47.0)	$ (51.2)

Comprehensive Income - Tax Amounts Allocated to Components of Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other comprehensive (loss) income, before tax	$ (1.3)	$ 0.0
Other comprehensive (loss) income, tax (expense) benefit	(0.2)	(0.4)
Other comprehensive loss items, net of tax	(1.5)	(0.4)
Foreign currency translation adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other comprehensive (loss) income, before tax	(2.1)	(1.5)
Other comprehensive (loss) income, tax (expense) benefit	0.0	0.0
Other comprehensive loss items, net of tax	(2.1)	(1.5)
Prior service cost
Accumulated Other Comprehensive Income (Loss) [Line Items]
Amortization of defined benefit pension items, before tax	0.0	0.7
Amortization of defined benefit pension items, tax (expense) benefit	0.0	(0.2)
Amortization of defined benefit pension items, net of tax	0.0	0.5
Actuarial losses
Accumulated Other Comprehensive Income (Loss) [Line Items]
Amortization of defined benefit pension items, before tax	0.8	0.8
Amortization of defined benefit pension items, tax (expense) benefit	(0.2)	(0.2)
Amortization of defined benefit pension items, net of tax	0.6	0.6
Total defined benefit pension plans, net
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other comprehensive (loss) income, before tax	0.8	1.5
Other comprehensive (loss) income, tax (expense) benefit	(0.2)	(0.4)
Other comprehensive loss items, net of tax	$ 0.6	$ 1.1

Segment Information - Operating Segment (Details) $ in Millions	3 Months Ended
	Nov. 30, 2023 USD ($) segment	Nov. 30, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	2
Special charges	$ 0.0	$ 6.9
Net sales	934.7	997.9
Operating profit:	132.9	108.9
Operating Segments \| ABL
Segment Reporting Information [Line Items]
Special charges		6.9
Net sales	876.4	947.1
Operating profit:	143.8	118.1
Operating Segments \| ISG
Segment Reporting Information [Line Items]
Net sales	64.2	56.8
Operating profit:	5.3	7.7
Eliminations
Segment Reporting Information [Line Items]
Net sales	(5.9)	(6.0)
Unallocated corporate amounts
Segment Reporting Information [Line Items]
Operating profit:	$ (16.2)	$ (16.9)

Segment Reporting - Income Before Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2023	Nov. 30, 2022
Segment Reporting Information [Line Items]
Operating profit	$ 132.9	$ 108.9
Interest expense, net	0.9	6.6
Miscellaneous expense, net	1.1	9.1
Income before income taxes	130.9	93.2
Operating Segments \| ABL
Segment Reporting Information [Line Items]
Operating profit	143.8	118.1
Operating Segments \| ISG
Segment Reporting Information [Line Items]
Operating profit	5.3	7.7
Unallocated corporate amounts
Segment Reporting Information [Line Items]
Operating profit	$ (16.2)	$ (16.9)

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