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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Acuity Brands Inc | NYSE:AYI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-2.42 | -0.91% | 263.84 | 267.47 | 263.38 | 266.19 | 256,554 | 23:03:23 |
|
(Mark One)
|
|
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to .
|
Delaware
|
|
001-16583
|
|
58-2632672
|
(State or other jurisdiction of incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification Number)
|
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
|
Large Accelerated Filer
|
☑
|
Accelerated Filer
|
☐
|
Non-accelerated Filer
|
☐
|
Smaller Reporting Company
|
☐
|
Emerging Growth Company
|
☐
|
|
|
Location in Form 10-K
|
|
Incorporated Document
|
Part II, Item 5; Part III, Items 10, 11, 12, 13, and 14
|
|
Proxy Statement for 2019 Annual Meeting of Stockholders
|
|
|
|
Page
|
|
||
|
||
|
||
|
|
|
|
|
Item 1.
|
Business
|
|
Manufactured
|
|
Purchased
|
|
Total
|
|||
United States
|
19
|
%
|
|
7
|
%
|
|
26
|
%
|
Mexico
|
60
|
%
|
|
—
|
%
|
|
60
|
%
|
China
|
—
|
%
|
|
11
|
%
|
|
11
|
%
|
Others
|
3
|
%
|
|
—
|
%
|
|
3
|
%
|
Total
|
82
|
%
|
|
18
|
%
|
|
100
|
%
|
Item 1a.
|
Risk Factors
|
Item 1b.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Nature of Facilities
|
Owned
|
|
Leased
|
||
Manufacturing facilities
|
13
|
|
|
5
|
|
Warehouses
|
1
|
|
|
3
|
|
Distribution centers*
|
2
|
|
|
7
|
|
Offices
|
5
|
|
|
17
|
|
|
United States
|
|
Mexico
|
|
Europe
|
|
Canada
|
|
Total
|
|||||
Owned
|
6
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
13
|
|
Leased
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
5
|
|
Total
|
8
|
|
|
6
|
|
|
2
|
|
|
2
|
|
|
18
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer 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
|
|||||
6/1/2019 through 6/30/2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,800,000
|
|
7/1/2019 through 7/31/2019
|
250,000
|
|
|
$
|
131.58
|
|
|
250,000
|
|
|
4,550,000
|
|
8/1/2019 through 8/31/2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,550,000
|
|
Total
|
250,000
|
|
|
$
|
131.58
|
|
|
250,000
|
|
|
4,550,000
|
|
|
|
Aug-14
|
|
Aug-15
|
|
Aug-16
|
|
Aug-17
|
|
Aug-18
|
|
Aug-19
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Acuity Brands, Inc.
|
|
$
|
100
|
|
$
|
158
|
|
$
|
223
|
|
$
|
144
|
|
$
|
125
|
|
$
|
103
|
|
S&P Midcap 400 Index
|
|
$
|
100
|
|
$
|
100
|
|
$
|
112
|
|
$
|
126
|
|
$
|
151
|
|
$
|
142
|
|
Dow Jones US Electrical Components & Equipment Index
|
|
$
|
100
|
|
$
|
90
|
|
$
|
103
|
|
$
|
128
|
|
$
|
150
|
|
$
|
135
|
|
Dow Jones US Building Materials & Fixtures Index
|
|
$
|
100
|
|
$
|
115
|
|
$
|
143
|
|
$
|
150
|
|
$
|
159
|
|
$
|
177
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended August 31,
|
||||||||||||||||||
|
2019(1)
|
|
2018(2)
|
|
2017(3)
|
|
2016(4)
|
|
2015(5)
|
||||||||||
|
(In millions, except per-share data)
|
||||||||||||||||||
Net sales
|
$
|
3,672.7
|
|
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
|
$
|
3,291.3
|
|
|
$
|
2,706.7
|
|
Net income
|
330.4
|
|
|
349.6
|
|
|
321.7
|
|
|
290.8
|
|
|
222.1
|
|
|||||
Basic earnings per share
|
8.32
|
|
|
8.54
|
|
|
7.46
|
|
|
6.67
|
|
|
5.13
|
|
|||||
Diluted earnings per share
|
8.29
|
|
|
8.52
|
|
|
7.43
|
|
|
6.63
|
|
|
5.09
|
|
|||||
Cash and cash equivalents
|
461.0
|
|
|
129.1
|
|
|
311.1
|
|
|
413.2
|
|
|
756.8
|
|
|||||
Total assets
|
3,172.4
|
|
|
2,988.8
|
|
|
2,899.6
|
|
|
2,948.0
|
|
|
2,407.0
|
|
|||||
Long-term debt
|
347.5
|
|
|
356.4
|
|
|
356.5
|
|
|
355.0
|
|
|
352.4
|
|
|||||
Total debt
|
356.6
|
|
|
356.8
|
|
|
356.9
|
|
|
355.2
|
|
|
352.4
|
|
|||||
Stockholders’ equity
|
1,918.9
|
|
|
1,716.8
|
|
|
1,665.6
|
|
|
1,659.8
|
|
|
1,360.0
|
|
|||||
Cash dividends declared per common share
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
(1)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2019 include a) pre-tax special charges of $1.8 million related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $30.8 million, c) pre-tax share-based payment expense of $29.2 million, d) pre-tax acquisition-related items of $2.5 million, and e) certain manufacturing inefficiencies related to the closure of a facility of $0.9 million, totaling $1.28 per share.
|
(2)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2018 include a) pre-tax special charges of $5.6 million related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $28.5 million, c) pre-tax share-based payment expense of $32.3 million, d) pre-tax acquisition-related items of $3.8 million, e) excess inventory related to the closure of a facility of $3.1 million, f) gain on sale of a business of $5.4 million, and g) discrete income tax benefits of the U.S. Tax Cuts and Jobs Act of $34.6 million, totaling $0.32 per share.
|
(3)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2017 include a) pre-tax special charges of $11.3 million related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $28.0 million, c) pre-tax share-based payment expense of $32.0 million, d) gain on sale of investment in unconsolidated affiliate of $7.2 million, and e) manufacturing related inefficiencies directly related to the closure of a facility of $1.6 million, totaling $1.02 per share.
|
(4)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2016 include a) pre-tax special charges of $15.0 million related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $21.4 million, c) pre-tax share-based payment expense of $27.7 million, d) pre-tax acquisition-related items of $10.8 million, and e) pre-tax impairment of intangible asset of $5.1 million, totaling $1.21 per share.
|
(5)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2015 include a) pre-tax special charges of $12.4 million related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $11.0 million, c) pre-tax share-based payment expense of $18.2 million, d) non tax-deductible professional fees of $3.2 million related to acquisitions, and e) pre-tax net loss on financial instruments of $2.6 million, totaling $0.74 per share.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Operating profit margin in the mid-teens or higher;
|
•
|
Diluted earnings per share growth in excess of 15% per annum;
|
•
|
Return on stockholders’ equity of 20% or better per annum;
|
•
|
Cash flow from operations, less capital expenditures, that is in excess of net income; and
|
•
|
Return on invested capital in excess of our weighted average cost of capital.
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1 to 3 Years
|
|
4 to 5
Years
|
|
After 5
Years
|
||||||||||
Debt(1)
|
$
|
356.7
|
|
|
$
|
350.3
|
|
|
$
|
4.8
|
|
|
$
|
0.7
|
|
|
$
|
0.9
|
|
Interest obligations(2)
|
95.2
|
|
|
23.6
|
|
|
25.2
|
|
|
20.9
|
|
|
25.5
|
|
|||||
Operating leases(3)
|
68.7
|
|
|
16.7
|
|
|
23.4
|
|
|
11.8
|
|
|
16.8
|
|
|||||
Purchase obligations(4)
|
357.2
|
|
|
347.2
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities(5)
|
44.9
|
|
|
1.8
|
|
|
3.2
|
|
|
1.5
|
|
|
38.4
|
|
|||||
Total
|
$
|
922.7
|
|
|
$
|
739.6
|
|
|
$
|
66.6
|
|
|
$
|
34.9
|
|
|
$
|
81.6
|
|
(1)
|
These amounts, which represent the principal amounts outstanding at August 31, 2019, are included in our Consolidated Balance Sheets. See the Debt and Lines of Credit footnote for additional information regarding debt and other matters.
|
(2)
|
These amounts primarily represent our expected future interest payments on outstanding debt held at August 31, 2019 and our outstanding loans related to our corporate-owned life insurance policies (“COLI”), which constitute a small portion of the total contractual obligations shown. COLI-related interest payments included in this table are estimates. These estimates are based on various assumptions, including age at death, loan interest rate, and tax bracket. The amounts in this table do not include COLI-related payments after ten years due to the difficulty in calculating a meaningful estimate that far in the future. Note that payments related to debt and the COLI are reflected in our Consolidated Statements of Cash Flows.
|
(3)
|
Our operating lease obligations are described in the Commitments and Contingencies footnote.
|
(4)
|
Purchase obligations include commitments to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders.
|
(5)
|
These amounts are included in our Consolidated Balance Sheets and largely represent liabilities for which we are obligated to make future payments under certain long-term employee benefit programs. Estimates of the amounts and timing of these amounts are based on various assumptions, including expected return on plan assets, interest rates, and other variables. The amounts in this table do not include amounts related to future funding obligations under the defined benefit pension plans. The amount and timing of these future funding obligations are subject to many variables and are also dependent on whether or not we elect to make contributions to the pension plans in excess of those required under Employee Retirement Income Security Act of 1974. Such voluntary contributions may reduce or defer the funding obligations. See the Pension and Profit Sharing Plans footnote for additional information. These amounts exclude $16.6 million of unrecognized tax benefits as the period of cash settlement with the respective taxing authorities cannot be reasonably estimated.
|
|
Year Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2019
|
|
2018
|
|
(Decrease)
|
|
Change
|
|||||||
Net sales
|
$
|
3,672.7
|
|
|
$
|
3,680.1
|
|
|
$
|
(7.4
|
)
|
|
(0.2
|
)%
|
Cost of products sold
|
2,193.0
|
|
|
2,194.7
|
|
|
(1.7
|
)
|
|
(0.1
|
)%
|
|||
Gross profit
|
1,479.7
|
|
|
1,485.4
|
|
|
(5.7
|
)
|
|
(0.4
|
)%
|
|||
Percent of net sales
|
40.3
|
%
|
|
40.4
|
%
|
|
(10
|
)
|
bps
|
|
|
|||
Selling, distribution, and administrative expenses
|
1,015.0
|
|
|
1,019.0
|
|
|
(4.0
|
)
|
|
(0.4
|
)%
|
|||
Special charges
|
1.8
|
|
|
5.6
|
|
|
(3.8
|
)
|
|
NM
|
|
|||
Operating profit
|
462.9
|
|
|
460.8
|
|
|
2.1
|
|
|
0.5
|
%
|
|||
Percent of net sales
|
12.6
|
%
|
|
12.5
|
%
|
|
10
|
|
bps
|
|
|
|||
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
33.3
|
|
|
33.5
|
|
|
(0.2
|
)
|
|
(0.6
|
)%
|
|||
Miscellaneous expense, net
|
4.7
|
|
|
1.4
|
|
|
3.3
|
|
|
NM
|
|
|||
Total other expense
|
38.0
|
|
|
34.9
|
|
|
3.1
|
|
|
8.9
|
%
|
|||
Income before income taxes
|
424.9
|
|
|
425.9
|
|
|
(1.0
|
)
|
|
(0.2
|
)%
|
|||
Percent of net sales
|
11.6
|
%
|
|
11.6
|
%
|
|
—
|
|
bps
|
|
|
|||
Income tax expense
|
94.5
|
|
|
76.3
|
|
|
18.2
|
|
|
23.9
|
%
|
|||
Effective tax rate
|
22.2
|
%
|
|
17.9
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
330.4
|
|
|
$
|
349.6
|
|
|
$
|
(19.2
|
)
|
|
(5.5
|
)%
|
Diluted earnings per share
|
$
|
8.29
|
|
|
$
|
8.52
|
|
|
$
|
(0.23
|
)
|
|
(2.7
|
)%
|
NM - not meaningful
|
|
|
|
|
|
|
|
(In millions, except per share data)
|
Year Ended August 31,
|
|
Increase (Decrease)
|
Percent Change
|
|||||||||
|
2019
|
|
2018
|
|
|||||||||
Gross profit
|
$
|
1,479.7
|
|
|
$
|
1,485.4
|
|
|
|
|
|||
Add-back: Manufacturing inefficiencies (1)
|
0.9
|
|
|
—
|
|
|
|
|
|||||
Add-back: Acquisition-related items (2)
|
1.2
|
|
|
1.7
|
|
|
|
|
|||||
Add-back: Excess inventory (3)
|
—
|
|
|
3.1
|
|
|
|
|
|||||
Adjusted gross profit
|
$
|
1,481.8
|
|
|
$
|
1,490.2
|
|
|
$
|
(8.4
|
)
|
(0.6
|
)%
|
Percent of net sales
|
40.3
|
%
|
|
40.5
|
%
|
|
(20
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Selling, distribution, and administrative expenses
|
$
|
1,015.0
|
|
|
$
|
1,019.0
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(30.8
|
)
|
|
(28.5
|
)
|
|
|
|
|||||
Less: Share-based payment expense
|
(29.2
|
)
|
|
(32.3
|
)
|
|
|
|
|||||
Less: Acquisition-related items (2)
|
(1.3
|
)
|
|
(2.1
|
)
|
|
|
|
|||||
Adjusted selling, distribution, and administrative expenses
|
$
|
953.7
|
|
|
$
|
956.1
|
|
|
$
|
(2.4
|
)
|
(0.3
|
)%
|
Percent of net sales
|
26.0
|
%
|
|
26.0
|
%
|
|
—
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
462.9
|
|
|
$
|
460.8
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
30.8
|
|
|
28.5
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
29.2
|
|
|
32.3
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies (1)
|
0.9
|
|
|
—
|
|
|
|
|
|||||
Add-back: Acquisition-related items (2)
|
2.5
|
|
|
3.8
|
|
|
|
|
|||||
Add-back: Excess inventory (3)
|
—
|
|
|
3.1
|
|
|
|
|
|||||
Add-back: Special charges
|
1.8
|
|
|
5.6
|
|
|
|
|
|||||
Adjusted operating profit
|
$
|
528.1
|
|
|
$
|
534.1
|
|
|
$
|
(6.0
|
)
|
(1.1
|
)%
|
Percent of net sales
|
14.4
|
%
|
|
14.5
|
%
|
|
(10
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Other expense
|
$
|
38.0
|
|
|
$
|
34.9
|
|
|
|
|
|||
Add-back: Gain on sale of business
|
—
|
|
|
5.4
|
|
|
|
|
|||||
Adjusted other expense
|
$
|
38.0
|
|
|
$
|
40.3
|
|
|
$
|
(2.3
|
)
|
(5.7
|
)%
|
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
330.4
|
|
|
$
|
349.6
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
30.8
|
|
|
28.5
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
29.2
|
|
|
32.3
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies (1)
|
0.9
|
|
|
—
|
|
|
|
|
|||||
Add-back: Acquisition-related items (2)
|
2.5
|
|
|
3.8
|
|
|
|
|
|||||
Add-back: Excess inventory (3)
|
—
|
|
|
3.1
|
|
|
|
|
|||||
Add-back: Special charges
|
1.8
|
|
|
5.6
|
|
|
|
|
|||||
Less: Gain on sale of business
|
—
|
|
|
(5.4
|
)
|
|
|
|
|||||
Total pre-tax adjustments to net income
|
65.2
|
|
|
67.9
|
|
|
|
|
|||||
Income tax effect
|
(14.2
|
)
|
|
(20.0
|
)
|
|
|
|
|||||
Less: Discrete income tax benefits of the TCJA (4)
|
—
|
|
|
(34.6
|
)
|
|
|
|
|||||
Adjusted net income
|
$
|
381.4
|
|
|
$
|
362.9
|
|
|
$
|
18.5
|
|
5.1
|
%
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
$
|
8.29
|
|
|
$
|
8.52
|
|
|
|
|
|||
Adjusted diluted earnings per share
|
$
|
9.57
|
|
|
$
|
8.84
|
|
|
$
|
0.73
|
|
8.3
|
%
|
|
Year Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
(Decrease)
|
|
Change
|
|||||||
Net sales
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
|
$
|
175.0
|
|
|
5.0
|
%
|
Cost of products sold
|
2,194.7
|
|
|
2,024.0
|
|
|
170.7
|
|
|
8.4
|
%
|
|||
Gross profit
|
1,485.4
|
|
|
1,481.1
|
|
|
4.3
|
|
|
0.3
|
%
|
|||
Percent of net sales
|
40.4
|
%
|
|
42.3
|
%
|
|
(190
|
)
|
bps
|
|
|
|||
Selling, distribution, and administrative expenses
|
1,019.0
|
|
|
942.3
|
|
|
76.7
|
|
|
8.1
|
%
|
|||
Special charges
|
5.6
|
|
|
11.3
|
|
|
(5.7
|
)
|
|
NM
|
|
|||
Operating profit
|
460.8
|
|
|
527.5
|
|
|
(66.7
|
)
|
|
(12.6
|
)%
|
|||
Percent of net sales
|
12.5
|
%
|
|
15.0
|
%
|
|
(250
|
)
|
bps
|
|
|
|||
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
33.5
|
|
|
32.5
|
|
|
1.0
|
|
|
3.1
|
%
|
|||
Miscellaneous expense, net
|
1.4
|
|
|
2.4
|
|
|
(1.0
|
)
|
|
NM
|
|
|||
Total other expense
|
34.9
|
|
|
34.9
|
|
|
—
|
|
|
—
|
%
|
|||
Income before income taxes
|
425.9
|
|
|
492.6
|
|
|
(66.7
|
)
|
|
(13.5
|
)%
|
|||
Percent of net sales
|
11.6
|
%
|
|
14.1
|
%
|
|
(250
|
)
|
bps
|
|
|
|||
Income tax expense
|
76.3
|
|
|
170.9
|
|
|
(94.6
|
)
|
|
(55.4
|
)%
|
|||
Effective tax rate
|
17.9
|
%
|
|
34.7
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
$
|
27.9
|
|
|
8.7
|
%
|
Diluted earnings per share
|
$
|
8.52
|
|
|
$
|
7.43
|
|
|
$
|
1.09
|
|
|
14.7
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
(In millions, except per share data)
|
Year Ended August 31,
|
|
Increase (Decrease)
|
Percent Change
|
|||||||||
|
2018
|
|
2017
|
|
|||||||||
Gross profit
|
$
|
1,485.4
|
|
|
$
|
1,481.1
|
|
|
|
|
|||
Add-back: Acquisition-related items (1)
|
1.7
|
|
|
—
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies (2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Add-back: Excess inventory (3)
|
3.1
|
|
|
—
|
|
|
|
|
|||||
Adjusted gross profit
|
$
|
1,490.2
|
|
|
$
|
1,482.7
|
|
|
$
|
7.5
|
|
0.5
|
%
|
Percent of net sales
|
40.5
|
%
|
|
42.3
|
%
|
|
(180
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Selling, distribution, and administrative expenses
|
$
|
1,019.0
|
|
|
$
|
942.3
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(28.5
|
)
|
|
(28.0
|
)
|
|
|
|
|||||
Less: Share-based payment expense
|
(32.3
|
)
|
|
(32.0
|
)
|
|
|
|
|||||
Less: Acquisition-related items (1)
|
(2.1
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted selling, distribution, and administrative expenses
|
$
|
956.1
|
|
|
$
|
882.3
|
|
|
$
|
73.8
|
|
8.4
|
%
|
Percent of net sales
|
26.0
|
%
|
|
25.2
|
%
|
|
80
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating profit
|
$
|
460.8
|
|
|
$
|
527.5
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
28.5
|
|
|
28.0
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
32.3
|
|
|
32.0
|
|
|
|
|
|||||
Add-back: Acquisition-related items (1)
|
3.8
|
|
|
—
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies (2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Add-back: Excess inventory (3)
|
3.1
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charges
|
5.6
|
|
|
11.3
|
|
|
|
|
|||||
Adjusted operating profit
|
$
|
534.1
|
|
|
$
|
600.4
|
|
|
$
|
(66.3
|
)
|
(11.0
|
)%
|
Percent of net sales
|
14.5
|
%
|
|
17.1
|
%
|
|
(260
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Other expense
|
$
|
34.9
|
|
|
$
|
34.9
|
|
|
|
|
|||
Add-back: Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
7.2
|
|
|
|
|
|||||
Add-back: Gain on sale of business
|
5.4
|
|
|
—
|
|
|
|
|
|||||
Adjusted other expense
|
$
|
40.3
|
|
|
$
|
42.1
|
|
|
$
|
(1.8
|
)
|
(4.3
|
)%
|
|
|
|
|
|
|
|
|||||||
Net income
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
28.5
|
|
|
28.0
|
|
|
|
|
|||||
Add-back: Share-based payment expense
|
32.3
|
|
|
32.0
|
|
|
|
|
|||||
Add-back: Acquisition-related items (1)
|
3.8
|
|
|
—
|
|
|
|
|
|||||
Add-back: Manufacturing inefficiencies (2)
|
—
|
|
|
1.6
|
|
|
|
|
|||||
Add-back: Excess inventory (3)
|
3.1
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charges
|
5.6
|
|
|
11.3
|
|
|
|
|
|||||
Less: Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
(7.2
|
)
|
|
|
|
|||||
Less: Gain on sale of business
|
(5.4
|
)
|
|
—
|
|
|
|
|
|||||
Total pre-tax adjustments to net income
|
67.9
|
|
|
65.7
|
|
|
|
|
|||||
Income tax effect
|
(20.0
|
)
|
|
(21.5
|
)
|
|
|
|
|||||
Less: Discrete income tax benefits of the TCJA (4)
|
(34.6
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted net income
|
$
|
362.9
|
|
|
$
|
365.9
|
|
|
$
|
(3.0
|
)
|
(0.8
|
)%
|
|
|
|
|
|
|
|
|||||||
Diluted earnings per share
|
$
|
8.52
|
|
|
$
|
7.43
|
|
|
|
|
|||
Adjusted diluted earnings per share
|
$
|
8.84
|
|
|
$
|
8.45
|
|
|
$
|
0.39
|
|
4.6
|
%
|
Item 7a.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
/s/ VERNON J. NAGEL
|
|
/s/ KAREN J. HOLCOM
|
Vernon J. Nagel
Chairman and
Chief Executive Officer
|
|
Karen J. Holcom
Senior Vice President and
Chief Financial Officer
|
Description of the Matter
|
At August 31, 2019, the Company’s indefinite-lived intangible assets consisted of eight trade names with an aggregate carrying value of approximately $141.3 million. As explained in Note 2 to the consolidated financial statements, the Company tests indefinite-lived trade names for impairment on an annual basis or more frequently as facts and circumstances change. If the carrying amount exceeds the estimated fair value, an impairment loss would be recorded in the amount equal to the excess.
Auditing the Company’s impairment tests for indefinite-lived trade names was especially complex due to the judgmental nature of the significant assumptions used in the determination of estimated fair values for trade names. The Company estimates the fair values of trade names using a fair value model based on discounted future cash flows. Significant assumptions used to estimate the value of the trade names included estimated future net sales (including short- and long-term growth rates), discount rates and royalty rates, all of which are forward-looking and could be affected by economic, industry and company-specific qualitative factors.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s annual impairment process. This included testing controls over management’s review of the discounted cash flow model, including the significant assumptions described above.
To test the fair values of the Company’s indefinite-lived trade names, our audit procedures included, among others, evaluating the Company’s use of the discounted cash flow model, the completeness and accuracy of the underlying data and the significant assumptions described above. We compared the significant assumptions to current industry, market and economic trends, the Company’s historical results and other relevant factors. We involved our valuation specialists to assist in evaluating the Company’s discount rates and royalty rates. In addition, we considered the accuracy of the Company’s historical projections of net sales compared to actual net sales. We also performed a sensitivity analysis to evaluate the potential change in the fair values of the trade names resulting from changes in the significant assumptions.
|
|
August 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
461.0
|
|
|
$
|
129.1
|
|
Accounts receivable, less reserve for doubtful accounts of $1.0 and $1.3, respectively
|
561.0
|
|
|
637.9
|
|
||
Inventories
|
340.8
|
|
|
411.8
|
|
||
Prepayments and other current assets
|
79.0
|
|
|
32.3
|
|
||
Total current assets
|
1,441.8
|
|
|
1,211.1
|
|
||
Property, plant, and equipment, at cost:
|
|
|
|
|
|
||
Land
|
22.6
|
|
|
22.9
|
|
||
Buildings and leasehold improvements
|
190.7
|
|
|
189.1
|
|
||
Machinery and equipment
|
544.4
|
|
|
516.6
|
|
||
Total property, plant, and equipment
|
757.7
|
|
|
728.6
|
|
||
Less — Accumulated depreciation and amortization
|
(480.4
|
)
|
|
(441.9
|
)
|
||
Property, plant, and equipment, net
|
277.3
|
|
|
286.7
|
|
||
Goodwill
|
967.3
|
|
|
970.6
|
|
||
Intangible assets, net
|
466.0
|
|
|
498.7
|
|
||
Deferred income taxes
|
2.3
|
|
|
2.9
|
|
||
Other long-term assets
|
17.7
|
|
|
18.8
|
|
||
Total assets
|
$
|
3,172.4
|
|
|
$
|
2,988.8
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
338.8
|
|
|
$
|
451.1
|
|
Current maturities of long-term debt
|
9.1
|
|
|
0.4
|
|
||
Accrued compensation
|
73.2
|
|
|
67.0
|
|
||
Other accrued liabilities
|
175.0
|
|
|
164.2
|
|
||
Total current liabilities
|
596.1
|
|
|
682.7
|
|
||
Long-term debt
|
347.5
|
|
|
356.4
|
|
||
Accrued pension liabilities
|
99.7
|
|
|
64.6
|
|
||
Deferred income taxes
|
92.7
|
|
|
92.5
|
|
||
Self-insurance reserves
|
6.8
|
|
|
7.9
|
|
||
Other long-term liabilities
|
110.7
|
|
|
67.9
|
|
||
Total liabilities
|
1,253.5
|
|
|
1,272.0
|
|
||
Commitments and contingencies (see Commitments and Contingencies footnote)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 500,000,000 shares authorized; 53,778,155 and 53,667,327 issued, respectively
|
0.5
|
|
|
0.5
|
|
||
Paid-in capital
|
930.0
|
|
|
906.3
|
|
||
Retained earnings
|
2,295.8
|
|
|
1,999.2
|
|
||
Accumulated other comprehensive loss
|
(151.4
|
)
|
|
(114.8
|
)
|
||
Treasury stock, at cost — 14,325,197 and 13,676,689 shares, respectively
|
(1,156.0
|
)
|
|
(1,074.4
|
)
|
||
Total stockholders’ equity
|
1,918.9
|
|
|
1,716.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,172.4
|
|
|
$
|
2,988.8
|
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
3,672.7
|
|
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
Cost of products sold
|
2,193.0
|
|
|
2,194.7
|
|
|
2,024.0
|
|
|||
Gross profit
|
1,479.7
|
|
|
1,485.4
|
|
|
1,481.1
|
|
|||
Selling, distribution, and administrative expenses
|
1,015.0
|
|
|
1,019.0
|
|
|
942.3
|
|
|||
Special charges
|
1.8
|
|
|
5.6
|
|
|
11.3
|
|
|||
Operating profit
|
462.9
|
|
|
460.8
|
|
|
527.5
|
|
|||
Other expense:
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
33.3
|
|
|
33.5
|
|
|
32.5
|
|
|||
Miscellaneous expense, net
|
4.7
|
|
|
1.4
|
|
|
2.4
|
|
|||
Total other expense
|
38.0
|
|
|
34.9
|
|
|
34.9
|
|
|||
Income before income taxes
|
424.9
|
|
|
425.9
|
|
|
492.6
|
|
|||
Income tax expense
|
94.5
|
|
|
76.3
|
|
|
170.9
|
|
|||
Net income
|
$
|
330.4
|
|
|
$
|
349.6
|
|
|
$
|
321.7
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share
|
$
|
8.32
|
|
|
$
|
8.54
|
|
|
$
|
7.46
|
|
Basic weighted average number of shares outstanding
|
39.7
|
|
|
40.9
|
|
|
43.1
|
|
|||
Diluted earnings per share
|
$
|
8.29
|
|
|
$
|
8.52
|
|
|
$
|
7.43
|
|
Diluted weighted average number of shares outstanding
|
39.8
|
|
|
41.0
|
|
|
43.3
|
|
|||
Dividends declared per share
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
$
|
330.4
|
|
|
$
|
349.6
|
|
|
$
|
321.7
|
|
Other comprehensive income (loss) items:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(11.5
|
)
|
|
(25.2
|
)
|
|
19.0
|
|
|||
Defined benefit plans, net of tax
|
(25.1
|
)
|
|
21.2
|
|
|
20.7
|
|
|||
Other comprehensive (loss) income items, net of tax
|
(36.6
|
)
|
|
(4.0
|
)
|
|
39.7
|
|
|||
Comprehensive income
|
$
|
293.8
|
|
|
$
|
345.6
|
|
|
$
|
361.4
|
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
330.4
|
|
|
$
|
349.6
|
|
|
$
|
321.7
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
88.3
|
|
|
80.3
|
|
|
74.6
|
|
|||
Share-based payment expense
|
29.2
|
|
|
32.3
|
|
|
32.0
|
|
|||
Loss on the sale or disposal of property, plant, and equipment
|
0.9
|
|
|
0.6
|
|
|
0.3
|
|
|||
Deferred income taxes
|
9.3
|
|
|
(38.2
|
)
|
|
(7.7
|
)
|
|||
Gain on sale of business
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|||
Gain on sale of investment in unconsolidated affiliate
|
—
|
|
|
—
|
|
|
(7.2
|
)
|
|||
Change in assets and liabilities, net of effect of acquisitions, divestitures, and exchange rate changes:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
97.7
|
|
|
(62.8
|
)
|
|
2.7
|
|
|||
Inventories
|
70.8
|
|
|
(74.4
|
)
|
|
(32.4
|
)
|
|||
Prepayments and other current assets
|
(34.0
|
)
|
|
0.7
|
|
|
6.0
|
|
|||
Accounts payable
|
(111.5
|
)
|
|
52.5
|
|
|
(4.6
|
)
|
|||
Other current liabilities
|
(11.9
|
)
|
|
19.1
|
|
|
(63.5
|
)
|
|||
Other
|
25.5
|
|
|
(2.8
|
)
|
|
14.7
|
|
|||
Net cash provided by operating activities
|
494.7
|
|
|
351.5
|
|
|
336.6
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment
|
(53.0
|
)
|
|
(43.6
|
)
|
|
(67.3
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
—
|
|
|
5.5
|
|
|||
Acquisition of businesses, net of cash acquired
|
(2.9
|
)
|
|
(163.2
|
)
|
|
—
|
|
|||
Proceeds from sale of business
|
—
|
|
|
1.1
|
|
|
—
|
|
|||
Proceeds from sale of investment in unconsolidated affiliate
|
—
|
|
|
—
|
|
|
13.2
|
|
|||
Other investing activities
|
2.9
|
|
|
1.7
|
|
|
(0.2
|
)
|
|||
Net cash used for investing activities
|
(53.0
|
)
|
|
(204.0
|
)
|
|
(48.8
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings on credit facility
|
86.5
|
|
|
395.4
|
|
|
—
|
|
|||
Repayments of borrowings on credit facility
|
(86.5
|
)
|
|
(395.4
|
)
|
|
—
|
|
|||
(Repayments) issuances of long-term debt
|
(0.4
|
)
|
|
(0.4
|
)
|
|
1.0
|
|
|||
Repurchases of common stock
|
(81.6
|
)
|
|
(298.4
|
)
|
|
(357.9
|
)
|
|||
Proceeds from stock option exercises and other
|
0.6
|
|
|
1.7
|
|
|
3.0
|
|
|||
Payments of taxes withheld on net settlement of equity awards
|
(6.0
|
)
|
|
(8.2
|
)
|
|
(15.2
|
)
|
|||
Dividends paid
|
(20.8
|
)
|
|
(21.4
|
)
|
|
(22.7
|
)
|
|||
Net cash used for financing activities
|
(108.2
|
)
|
|
(326.7
|
)
|
|
(391.8
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(1.6
|
)
|
|
(2.8
|
)
|
|
1.9
|
|
|||
Net change in cash and cash equivalents
|
331.9
|
|
|
(182.0
|
)
|
|
(102.1
|
)
|
|||
Cash and cash equivalents at beginning of year
|
129.1
|
|
|
311.1
|
|
|
413.2
|
|
|||
Cash and cash equivalents at end of year
|
$
|
461.0
|
|
|
$
|
129.1
|
|
|
$
|
311.1
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid during the period
|
$
|
92.9
|
|
|
$
|
126.6
|
|
|
$
|
173.6
|
|
Interest paid during the period
|
$
|
35.6
|
|
|
$
|
36.7
|
|
|
$
|
33.6
|
|
|
Common Stock Outstanding
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Loss Items |
|
Treasury
Stock, at cost
|
|
Total
|
|||||||||||||
Balance, August 31, 2016
|
43.7
|
|
|
$
|
0.5
|
|
|
$
|
856.4
|
|
|
$
|
1,360.9
|
|
|
$
|
(139.4
|
)
|
|
$
|
(418.6
|
)
|
|
$
|
1,659.8
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
321.7
|
|
|
—
|
|
|
—
|
|
|
321.7
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39.7
|
|
|
—
|
|
|
39.7
|
|
||||||
Amortization, issuance, and cancellations of restricted stock grants
|
0.1
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
16.8
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
||||||
Repurchases of common stock
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357.9
|
)
|
|
(357.9
|
)
|
||||||
Excess tax benefits from share-based payments
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
||||||
Balance, August 31, 2017
|
41.8
|
|
|
0.5
|
|
|
881.0
|
|
|
1,659.9
|
|
|
(99.7
|
)
|
|
(776.1
|
)
|
|
1,665.6
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
349.6
|
|
|
—
|
|
|
—
|
|
|
349.6
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Reclassification of stranded tax effects of the Tax Cuts and Jobs Act
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization, issuance, and cancellations of restricted stock grants
|
0.2
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
23.7
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Repurchases of common stock
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
|
(298.4
|
)
|
||||||
Balance, August 31, 2018
|
40.0
|
|
|
0.5
|
|
|
906.3
|
|
|
1,999.2
|
|
|
(114.8
|
)
|
|
(1,074.4
|
)
|
|
1,716.8
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
330.4
|
|
|
—
|
|
|
—
|
|
|
330.4
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.6
|
)
|
|
—
|
|
|
(36.6
|
)
|
||||||
Amortization, issuance, and cancellations of restricted stock grants
|
0.2
|
|
|
—
|
|
|
23.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.1
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
||||||
Repurchases of common stock
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81.6
|
)
|
|
(81.6
|
)
|
||||||
ASC 606 adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
||||||
Balance, August 31, 2019
|
39.5
|
|
|
$
|
0.5
|
|
|
$
|
930.0
|
|
|
$
|
2,295.8
|
|
|
$
|
(151.4
|
)
|
|
$
|
(1,156.0
|
)
|
|
$
|
1,918.9
|
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
$
|
23.4
|
|
|
$
|
21.3
|
|
|
$
|
17.3
|
|
Refund costs
|
—
|
|
|
133.4
|
|
|
134.2
|
|
|||
Payments and other deductions
|
—
|
|
|
(131.3
|
)
|
|
(130.2
|
)
|
|||
ASC 606 adjustments (1)
|
(23.4
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
—
|
|
|
$
|
23.4
|
|
|
$
|
21.3
|
|
(1)
|
Estimated liabilities for returns, cash discounts, and other deductions are now reflected as Other current liabilities within our consolidated financial statements. Refer to the New Accounting Pronouncements and Revenue Recognition footnotes for additional information.
|
|
August 31,
|
||||||
|
2019
|
|
2018
|
||||
Raw materials, supplies, and work in process(1)
|
$
|
179.4
|
|
|
$
|
196.8
|
|
Finished goods
|
183.7
|
|
|
251.8
|
|
||
Inventories excluding reserves
|
363.1
|
|
|
448.6
|
|
||
Less: Reserves
|
(22.3
|
)
|
|
(36.8
|
)
|
||
Total inventories
|
$
|
340.8
|
|
|
$
|
411.8
|
|
(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.
|
|
Carrying Amount
|
||
Balance, August 31, 2017
|
$
|
900.9
|
|
Additions from acquired businesses
|
77.0
|
|
|
Foreign currency translation adjustments
|
(7.3
|
)
|
|
Balance, August 31, 2018
|
970.6
|
|
|
Additions from an acquired business
|
2.0
|
|
|
Adjustments to provisional amounts
|
(0.2
|
)
|
|
Foreign currency translation adjustments
|
(5.1
|
)
|
|
Balance as of August 31, 2019
|
$
|
967.3
|
|
|
|
|
August 31,
|
||||||||||||||
|
|
|
2019
|
|
2018
|
||||||||||||
|
Weighted Average Amortization Period in Years
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents and patented technology
|
12
|
|
$
|
135.7
|
|
|
$
|
(72.9
|
)
|
|
$
|
137.2
|
|
|
$
|
(62.2
|
)
|
Trademarks and trade names
|
19
|
|
27.2
|
|
|
(14.5
|
)
|
|
27.2
|
|
|
(13.2
|
)
|
||||
Distribution network
|
28
|
|
61.8
|
|
|
(39.7
|
)
|
|
61.8
|
|
|
(37.5
|
)
|
||||
Customer relationships
|
21
|
|
299.2
|
|
|
(72.1
|
)
|
|
300.0
|
|
|
(56.3
|
)
|
||||
Total definite-lived intangible assets
|
17
|
|
$
|
523.9
|
|
|
$
|
(199.2
|
)
|
|
$
|
526.2
|
|
|
$
|
(169.2
|
)
|
Indefinite-lived trade names
|
|
|
$
|
141.3
|
|
|
|
|
|
$
|
141.7
|
|
|
|
|
|
August 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred contract costs
|
$
|
15.4
|
|
|
$
|
12.8
|
|
Net overfunded pension plans
|
—
|
|
|
1.6
|
|
||
Other(1)
|
2.3
|
|
|
4.4
|
|
||
Total other long-term assets
|
$
|
17.7
|
|
|
$
|
18.8
|
|
(1)
|
Amounts primarily include deferred debt issuance costs related to our credit facilities and company-owned life insurance investments. We maintain life insurance policies on 66 former employees primarily to satisfy obligations under certain deferred compensation plans. These company-owned life insurance policies are presented net of loans that are secured by these policies. This program is frozen, and no new policies were issued in the three-year period ended August 31, 2019.
|
|
August 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred compensation and postretirement benefits other than pensions(1)
|
$
|
41.6
|
|
|
$
|
40.0
|
|
Service-type warranties(2)
|
46.3
|
|
|
14.8
|
|
||
Unrecognized tax position liabilities, including interest(3)
|
17.6
|
|
|
4.9
|
|
||
Other(4)
|
5.2
|
|
|
8.2
|
|
||
Total other long-term liabilities
|
$
|
110.7
|
|
|
$
|
67.9
|
|
(1)
|
We maintain several non-qualified retirement plans for the benefit of eligible employees, primarily deferred compensation plans. The deferred compensation plans provide for elective deferrals of an eligible employee’s compensation and, in some cases, matching contributions by the organization. In addition, one plan provides an automatic contribution of 3% of an eligible employee’s compensation. We maintain life insurance policies on certain former officers and other key employees as a means of satisfying a portion of these obligations.
|
(2)
|
Certain service-type warranties accounted for as contingent liabilities prior to the adoption of ASC 606 are now reflected as contract liabilities effective September 1, 2018. Refer to the New Accounting Pronouncements and Revenue Recognition footnotes for additional information.
|
(3)
|
See the Income Taxes footnote for more information.
|
(4)
|
Amount primarily includes deferred rent.
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Interest expense
|
$
|
36.4
|
|
|
$
|
35.5
|
|
|
$
|
34.1
|
|
Interest income
|
(3.1
|
)
|
|
(2.0
|
)
|
|
(1.6
|
)
|
|||
Interest expense, net
|
$
|
33.3
|
|
|
$
|
33.5
|
|
|
$
|
32.5
|
|
|
Foreign Currency Items
|
|
Defined Benefit Pension Plans
|
|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance as of August 31, 2017
|
$
|
(28.7
|
)
|
|
$
|
(71.0
|
)
|
|
$
|
(99.7
|
)
|
Other comprehensive (loss) income before reclassifications
|
(16.5
|
)
|
|
14.0
|
|
|
(2.5
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (1)
|
(8.7
|
)
|
|
7.2
|
|
|
(1.5
|
)
|
|||
Net current period other comprehensive (loss) income
|
(25.2
|
)
|
|
21.2
|
|
|
(4.0
|
)
|
|||
Reclassification of stranded tax effects of TCJA
|
—
|
|
|
(11.1
|
)
|
|
(11.1
|
)
|
|||
Balance as of August 31, 2018
|
(53.9
|
)
|
|
(60.9
|
)
|
|
(114.8
|
)
|
|||
Other comprehensive loss before reclassifications
|
(11.5
|
)
|
|
(31.1
|
)
|
|
(42.6
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (1)
|
—
|
|
|
6.0
|
|
|
6.0
|
|
|||
Net current period other comprehensive loss
|
(11.5
|
)
|
|
(25.1
|
)
|
|
(36.6
|
)
|
|||
Balance at August 31, 2019
|
$
|
(65.4
|
)
|
|
$
|
(86.0
|
)
|
|
$
|
(151.4
|
)
|
(1)
|
The before tax amounts of the defined benefit pension plan items are included in net periodic pension cost. See the Pension and Defined Contribution Plans footnote for additional details. The reclassification of foreign currency items relates to the sale of a foreign domiciled business and is included within Miscellaneous expense, net on the Consolidated Statements of Comprehensive Income.
|
|
Year Ended August 31,
|
||||||||||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||||||||||||||
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(11.5
|
)
|
|
$
|
—
|
|
|
$
|
(11.5
|
)
|
|
$
|
(25.2
|
)
|
|
$
|
—
|
|
|
$
|
(25.2
|
)
|
|
$
|
19.0
|
|
|
$
|
—
|
|
|
$
|
19.0
|
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial (losses) gains
|
(40.8
|
)
|
|
9.7
|
|
|
(31.1
|
)
|
|
18.4
|
|
|
(4.4
|
)
|
|
14.0
|
|
|
18.3
|
|
|
(5.7
|
)
|
|
12.6
|
|
|||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
3.5
|
|
|
(0.9
|
)
|
|
2.6
|
|
|
3.1
|
|
|
(0.7
|
)
|
|
2.4
|
|
|
3.1
|
|
|
(0.7
|
)
|
|
2.4
|
|
|||||||||
Actuarial losses
|
4.1
|
|
|
(1.0
|
)
|
|
3.1
|
|
|
6.8
|
|
|
(2.0
|
)
|
|
4.8
|
|
|
8.9
|
|
|
(3.2
|
)
|
|
5.7
|
|
|||||||||
Settlement losses
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total defined benefit plans, net
|
(32.8
|
)
|
|
7.7
|
|
|
(25.1
|
)
|
|
28.3
|
|
|
(7.1
|
)
|
|
21.2
|
|
|
30.3
|
|
|
(9.6
|
)
|
|
20.7
|
|
|||||||||
Other comprehensive (loss) income
|
$
|
(44.3
|
)
|
|
$
|
7.7
|
|
|
$
|
(36.6
|
)
|
|
$
|
3.1
|
|
|
$
|
(7.1
|
)
|
|
$
|
(4.0
|
)
|
|
$
|
49.3
|
|
|
$
|
(9.6
|
)
|
|
$
|
39.7
|
|
|
Year Ended August 31, 2018
|
|
Year Ended August 31, 2017
|
||||||||||||||||||||
|
As Revised
|
|
Previously Reported
|
|
Higher (Lower)
|
|
As Revised
|
|
Previously Reported
|
|
Higher (Lower)
|
||||||||||||
Cost of products sold
|
$
|
2,194.7
|
|
|
$
|
2,193.3
|
|
|
$
|
1.4
|
|
|
$
|
2,024.0
|
|
|
$
|
2,023.9
|
|
|
$
|
0.1
|
|
Selling, distribution, and administrative expenses
|
1,019.0
|
|
|
1,026.6
|
|
|
(7.6
|
)
|
|
942.3
|
|
|
951.1
|
|
|
(8.8
|
)
|
||||||
Miscellaneous expense, net
|
1.4
|
|
|
(4.8
|
)
|
|
6.2
|
|
|
2.4
|
|
|
(6.3
|
)
|
|
8.7
|
|
Consolidated Statement of Comprehensive Income
|
|
Year Ended August 31, 2019
|
||||||||||
|
|
As Currently Reported
|
|
Without ASC 606 Adoption
|
|
Higher (Lower)
|
||||||
Net sales
|
|
$
|
3,672.7
|
|
|
$
|
3,681.6
|
|
|
$
|
(8.9
|
)
|
Cost of products sold
|
|
2,193.0
|
|
|
2,197.1
|
|
|
(4.1
|
)
|
|||
Selling, distribution, and administrative expenses
|
|
1,015.0
|
|
|
1,014.6
|
|
|
0.4
|
|
|||
Operating profit
|
|
462.9
|
|
|
468.1
|
|
|
(5.2
|
)
|
|||
Income tax expense
|
|
94.5
|
|
|
95.7
|
|
|
(1.2
|
)
|
|||
Net income
|
|
330.4
|
|
|
334.4
|
|
|
(4.0
|
)
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
8.32
|
|
|
$
|
8.42
|
|
|
$
|
(0.10
|
)
|
Diluted earnings per share
|
|
8.29
|
|
|
8.39
|
|
|
(0.10
|
)
|
Consolidated Balance Sheet
|
|
August 31, 2019
|
|||||||||
|
|
As Currently Reported
|
|
Without ASC 606 Adoption
|
|
Higher (Lower)
|
|||||
Accounts receivable, net
|
|
$
|
561.0
|
|
|
539.6
|
|
|
$
|
21.4
|
|
Prepayments and other current assets
|
|
79.0
|
|
|
65.1
|
|
|
13.9
|
|
||
Other accrued liabilities
|
|
175.0
|
|
|
139.4
|
|
|
35.6
|
|
||
Deferred income tax liabilities
|
|
92.7
|
|
|
98.0
|
|
|
(5.3
|
)
|
||
Other long-term liabilities
|
|
110.7
|
|
|
88.7
|
|
|
22.0
|
|
||
Retained earnings
|
|
2,295.8
|
|
|
2,312.8
|
|
|
(17.0
|
)
|
|
August 31, 2019
|
|
September 1, 2018
|
||||
Current deferred revenues
|
$
|
4.7
|
|
|
$
|
4.8
|
|
Non-current deferred revenues
|
46.4
|
|
|
35.0
|
|
|
Year Ended August 31, 2019
|
||
Independent sales network
|
$
|
2,516.4
|
|
Direct sales network
|
381.1
|
|
|
Retail sales
|
270.2
|
|
|
Corporate accounts
|
318.0
|
|
|
Other
|
187.0
|
|
|
Total
|
$
|
3,672.7
|
|
|
August 31, 2019
|
|
August 31, 2018
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Senior unsecured public notes, net of unamortized discount and deferred costs
|
$
|
349.9
|
|
|
$
|
352.7
|
|
|
$
|
349.5
|
|
|
$
|
361.7
|
|
Industrial revenue bond
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
||||
Bank loans
|
2.7
|
|
|
2.9
|
|
|
3.3
|
|
|
3.3
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||
|
August 31,
|
|
August 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
203.2
|
|
|
$
|
215.5
|
|
|
$
|
45.5
|
|
|
$
|
53.5
|
|
Service cost
|
2.9
|
|
|
2.7
|
|
|
0.2
|
|
|
0.2
|
|
||||
Interest cost
|
7.7
|
|
|
7.3
|
|
|
1.3
|
|
|
1.3
|
|
||||
Amendments
|
11.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial losses (gains)
|
26.2
|
|
|
(14.3
|
)
|
|
3.2
|
|
|
(4.5
|
)
|
||||
Settlement gain
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(8.8
|
)
|
|
(8.0
|
)
|
|
(2.6
|
)
|
|
(5.5
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(3.0
|
)
|
|
0.5
|
|
||||
Benefit obligation at end of year
|
239.2
|
|
|
203.2
|
|
|
44.6
|
|
|
45.5
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
149.4
|
|
|
$
|
136.8
|
|
|
$
|
30.9
|
|
|
$
|
34.1
|
|
Actual return on plan assets
|
9.0
|
|
|
11.3
|
|
|
3.1
|
|
|
0.9
|
|
||||
Employer contributions
|
5.3
|
|
|
9.3
|
|
|
1.2
|
|
|
1.2
|
|
||||
Benefits paid
|
(12.2
|
)
|
|
(8.0
|
)
|
|
(2.6
|
)
|
|
(5.5
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
0.2
|
|
||||
Fair value of plan assets at end of year
|
151.5
|
|
|
149.4
|
|
|
30.7
|
|
|
30.9
|
|
||||
Funded status at the end of year
|
$
|
(87.7
|
)
|
|
$
|
(53.8
|
)
|
|
$
|
(13.9
|
)
|
|
$
|
(14.6
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-current assets
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liabilities
|
(1.8
|
)
|
|
(5.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
||||
Non-current liabilities
|
(85.9
|
)
|
|
(50.1
|
)
|
|
(13.8
|
)
|
|
(14.5
|
)
|
||||
Net amount recognized in consolidated balance sheets
|
$
|
(87.7
|
)
|
|
$
|
(53.8
|
)
|
|
$
|
(13.9
|
)
|
|
$
|
(14.6
|
)
|
Accumulated benefit obligation
|
$
|
239.2
|
|
|
$
|
202.7
|
|
|
$
|
44.6
|
|
|
$
|
45.5
|
|
Pre-tax amounts in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
(12.4
|
)
|
|
$
|
(4.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
(83.4
|
)
|
|
(58.8
|
)
|
|
(13.0
|
)
|
|
(12.9
|
)
|
||||
Amounts in accumulated other comprehensive loss
|
$
|
(95.8
|
)
|
|
$
|
(63.4
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
(12.9
|
)
|
Pensions plans in which benefit obligation exceeds plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
239.2
|
|
|
$
|
119.2
|
|
|
$
|
44.6
|
|
|
$
|
45.5
|
|
Accumulated benefit obligation
|
239.2
|
|
|
118.7
|
|
|
44.6
|
|
|
45.5
|
|
||||
Plan assets
|
151.5
|
|
|
63.8
|
|
|
30.6
|
|
|
30.9
|
|
||||
Pensions plans in which plan assets exceed benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
—
|
|
|
$
|
84.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accumulated benefit obligation
|
—
|
|
|
84.0
|
|
|
—
|
|
|
—
|
|
||||
Plan assets
|
—
|
|
|
85.6
|
|
|
—
|
|
|
—
|
|
||||
Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
4.0
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
$
|
4.1
|
|
|
$
|
2.9
|
|
|
$
|
1.4
|
|
|
$
|
1.5
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
$
|
2.9
|
|
|
$
|
2.7
|
|
|
$
|
3.5
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
7.7
|
|
|
7.3
|
|
|
6.9
|
|
|
1.3
|
|
|
1.3
|
|
|
1.1
|
|
||||||
Expected return on plan assets
|
(10.5
|
)
|
|
(10.2
|
)
|
|
(9.4
|
)
|
|
(1.9
|
)
|
|
(2.2
|
)
|
|
(1.9
|
)
|
||||||
Amortization of prior service cost
|
3.5
|
|
|
3.1
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
2.7
|
|
|
4.5
|
|
|
5.3
|
|
|
1.4
|
|
|
2.3
|
|
|
3.6
|
|
||||||
Net periodic pension cost
|
$
|
6.7
|
|
|
$
|
7.4
|
|
|
$
|
9.4
|
|
|
$
|
1.0
|
|
|
$
|
1.6
|
|
|
$
|
3.0
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Discount rate
|
2.8
|
%
|
|
3.9
|
%
|
|
2.0
|
%
|
|
2.9
|
%
|
Rate of compensation increase
|
5.0
|
%
|
|
5.5
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Discount rate
|
3.9
|
%
|
|
3.5
|
%
|
|
3.2
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
|
2.1
|
%
|
Expected return on plan assets
|
7.3
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
Rate of compensation increase
|
5.5
|
%
|
|
5.5
|
%
|
|
5.5
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
3.2
|
%
|
|
% of Plan Assets
|
||||||||||
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Equity securities
|
53.3
|
%
|
|
57.5
|
%
|
|
73.0
|
%
|
|
61.9
|
%
|
Fixed income securities
|
41.8
|
%
|
|
37.8
|
%
|
|
17.1
|
%
|
|
25.5
|
%
|
Multi-strategy investments
|
—
|
%
|
|
—
|
%
|
|
9.9
|
%
|
|
12.6
|
%
|
Real estate
|
4.9
|
%
|
|
4.7
|
%
|
|
—
|
%
|
|
—
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic large cap equity fund
|
$
|
45.6
|
|
|
$
|
45.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity fund
|
20.5
|
|
|
20.5
|
|
|
—
|
|
|
—
|
|
||||
Collective trust: Domestic small cap equities
|
14.6
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
||||
Short-term fixed income investments
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
86.7
|
|
|
|
|
|
|
|
|
|
|
||||
Assets calculated at net asset value:
|
|
|
|
|
|
|
|
||||||||
Fixed-income investments
|
57.4
|
|
|
|
|
|
|
|
|||||||
Real estate fund
|
7.4
|
|
|
|
|
|
|
|
|||||||
Total assets at net asset value
|
64.8
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
$
|
151.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic large cap equity fund
|
$
|
48.3
|
|
|
$
|
48.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity fund
|
20.8
|
|
|
20.8
|
|
|
—
|
|
|
—
|
|
||||
Collective trust: Domestic small cap equities
|
16.8
|
|
|
—
|
|
|
16.8
|
|
|
—
|
|
||||
Short-term fixed income investments
|
7.6
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
93.5
|
|
|
|
|
|
|
|
|
|
|
||||
Assets calculated at net asset value:
|
|
|
|
|
|
|
|
||||||||
Fixed-income investments
|
48.9
|
|
|
|
|
|
|
|
|||||||
Real estate fund
|
7.0
|
|
|
|
|
|
|
|
|||||||
Total assets at net asset value
|
55.9
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
$
|
149.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
22.4
|
|
|
$
|
—
|
|
|
$
|
22.4
|
|
|
$
|
—
|
|
Short-term fixed income investments
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Multi-strategy investments
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
||||
Fixed-income investments
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
30.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
19.1
|
|
|
$
|
—
|
|
|
$
|
19.1
|
|
|
$
|
—
|
|
Short-term fixed income investments
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Multi-strategy investments
|
3.9
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
||||
Fixed-income investments
|
7.6
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
30.9
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Plans
|
|
International Plans
|
||||
2020
|
$
|
9.5
|
|
|
$
|
1.0
|
|
2021
|
9.3
|
|
|
1.0
|
|
||
2022
|
12.5
|
|
|
1.0
|
|
||
2023
|
24.2
|
|
|
1.1
|
|
||
2024
|
17.8
|
|
|
1.1
|
|
||
2025-2029
|
66.8
|
|
|
6.3
|
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be shared by the remaining participating employers.
|
•
|
If a participating employer chooses to stop participating in some of its multi-employer plans, the employer may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
August 31,
|
||||||
|
2019
|
|
2018
|
||||
Senior unsecured public notes due December 2019, principal
|
$
|
350.0
|
|
|
$
|
350.0
|
|
Senior unsecured public notes due December 2019, unamortized discount and deferred costs
|
(0.1
|
)
|
|
(0.5
|
)
|
||
Industrial revenue bond due June 2021
|
4.0
|
|
|
4.0
|
|
||
Bank loans
|
2.7
|
|
|
3.3
|
|
||
Total debt outstanding, net of unamortized discount and deferred costs
|
$
|
356.6
|
|
|
$
|
356.8
|
|
|
Common Stock
|
|||||
|
Shares
|
|
Amount
|
|||
|
|
|
(At par)
|
|||
Balance at August 31, 2016
|
53.4
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.1
|
|
|
—
|
|
|
Stock options exercised
|
—
|
|
*
|
—
|
|
|
Balance at August 31, 2017
|
53.5
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.2
|
|
|
—
|
|
|
Stock options exercised
|
—
|
|
*
|
—
|
|
|
Balance at August 31, 2018
|
53.7
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.1
|
|
|
—
|
|
|
Balance at August 31, 2019
|
53.8
|
|
|
$
|
0.5
|
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
330.4
|
|
|
$
|
349.6
|
|
|
$
|
321.7
|
|
Basic weighted average shares outstanding
|
39.7
|
|
|
40.9
|
|
|
43.1
|
|
|||
Common stock equivalents
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|||
Diluted weighted average shares outstanding
|
39.8
|
|
|
41.0
|
|
|
43.3
|
|
|||
Basic earnings per share
|
$
|
8.32
|
|
|
$
|
8.54
|
|
|
$
|
7.46
|
|
Diluted earnings per share
|
$
|
8.29
|
|
|
$
|
8.52
|
|
|
$
|
7.43
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value Per
Share
|
||
Outstanding at August 31, 2018
|
0.4
|
|
$
|
186.63
|
|
Granted
|
0.2
|
|
$
|
120.73
|
|
Vested
|
(0.2)
|
|
$
|
184.60
|
|
Forfeited*
|
—
|
|
$
|
159.88
|
|
Outstanding at August 31, 2019
|
0.4
|
|
$
|
156.32
|
|
|
Outstanding
|
|
Exercisable
|
||||
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
Outstanding at August 31, 2016
|
0.3
|
|
$129.85
|
|
0.1
|
|
$83.89
|
Granted
|
—
|
*
|
$239.76
|
|
|
|
|
Exercised
|
—
|
*
|
$139.69
|
|
|
|
|
Outstanding at August 31, 2017
|
0.3
|
|
$156.43
|
|
0.2
|
|
$106.54
|
Granted
|
—
|
*
|
$156.39
|
|
|
|
|
Exercised
|
—
|
*
|
$115.27
|
|
|
|
|
Outstanding at August 31, 2018
|
0.3
|
|
$154.69
|
|
0.2
|
|
$134.13
|
Granted
|
0.1
|
|
$116.40
|
|
|
|
|
Outstanding at August 31, 2019
|
0.4
|
|
$146.70
|
|
0.3
|
|
$147.51
|
Range of option exercise prices:
|
|
|
|
|
|
|
|
$40.01 - $100.00 (average life - 3.1 years)
|
0.1
|
|
$62.25
|
|
0.1
|
|
$62.25
|
$100.01 - $160.00 (average life - 6.9 years)
|
0.2
|
|
$125.66
|
|
0.1
|
|
$125.09
|
$160.01 - $210.00 (average life - 6.2 years)
|
0.1
|
|
$207.80
|
|
0.1
|
|
$207.80
|
$210.01 - $239.76 (average life - 7.1 years)
|
0.1
|
|
$239.76
|
|
—
|
*
|
$239.76
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
$
|
27.3
|
|
|
$
|
22.0
|
|
|
$
|
15.5
|
|
Warranty and recall costs
|
18.7
|
|
|
32.4
|
|
|
39.8
|
|
|||
Payments and other deductions
|
(19.7
|
)
|
|
(27.7
|
)
|
|
(33.3
|
)
|
|||
Acquired warranty and recall liabilities
|
—
|
|
|
0.6
|
|
|
—
|
|
|||
ASC 606 adjustments (1)
|
(14.8
|
)
|
|
—
|
|
|
—
|
|
|||
Ending balance
|
$
|
11.5
|
|
|
$
|
27.3
|
|
|
$
|
22.0
|
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Severance and employee-related costs
|
$
|
(0.5
|
)
|
|
$
|
5.4
|
|
|
$
|
11.2
|
|
Other restructuring costs
|
2.3
|
|
|
0.2
|
|
|
0.1
|
|
|||
Total special charges
|
$
|
1.8
|
|
|
$
|
5.6
|
|
|
$
|
11.3
|
|
|
Fiscal 2019 Actions
|
|
Fiscal 2018 Actions
|
|
Fiscal 2017 Actions
|
|
Total
|
||||||||
Balance as of August 31, 2018
|
$
|
—
|
|
|
$
|
9.2
|
|
|
$
|
0.9
|
|
|
$
|
10.1
|
|
Severance costs
|
1.9
|
|
|
(2.0
|
)
|
|
(0.4
|
)
|
|
(0.5
|
)
|
||||
Payments made during the period
|
(0.6
|
)
|
|
(6.6
|
)
|
|
(0.5
|
)
|
|
(7.7
|
)
|
||||
Balance as of August 31, 2019
|
$
|
1.3
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Provision for current federal taxes
|
$
|
60.3
|
|
|
$
|
88.9
|
|
|
$
|
151.2
|
|
Provision for current state taxes
|
14.7
|
|
|
16.4
|
|
|
20.4
|
|
|||
Provision for current foreign taxes
|
10.2
|
|
|
9.2
|
|
|
7.0
|
|
|||
Provision (benefit) for deferred taxes
|
9.3
|
|
|
(38.2
|
)
|
|
(7.7
|
)
|
|||
Total provision for income taxes
|
$
|
94.5
|
|
|
$
|
76.3
|
|
|
$
|
170.9
|
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Federal income tax computed at statutory rate
|
$
|
89.2
|
|
|
$
|
109.4
|
|
|
$
|
172.4
|
|
State income tax, net of federal income tax benefit
|
12.2
|
|
|
11.5
|
|
|
12.2
|
|
|||
Foreign permanent differences and rate differential
|
2.1
|
|
|
(2.0
|
)
|
|
(1.6
|
)
|
|||
Discrete income tax benefits of the TCJA
|
(2.2
|
)
|
|
(34.6
|
)
|
|
—
|
|
|||
Research and development tax credits
|
(18.1
|
)
|
|
(3.3
|
)
|
|
(3.0
|
)
|
|||
Unrecognized tax benefits
|
12.2
|
|
|
0.4
|
|
|
0.8
|
|
|||
Other, net
|
(0.9
|
)
|
|
(5.1
|
)
|
|
(9.9
|
)
|
|||
Total provision for income taxes
|
$
|
94.5
|
|
|
$
|
76.3
|
|
|
$
|
170.9
|
|
|
August 31,
|
||||||
|
2019
|
|
2018
|
||||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Depreciation
|
$
|
(22.0
|
)
|
|
$
|
(15.0
|
)
|
Goodwill and intangibles
|
(149.6
|
)
|
|
(151.2
|
)
|
||
Other liabilities
|
(2.8
|
)
|
|
(2.3
|
)
|
||
Total deferred income tax liabilities
|
(174.4
|
)
|
|
(168.5
|
)
|
||
Deferred income tax assets:
|
|
|
|
|
|
||
Self-insurance
|
2.6
|
|
|
2.6
|
|
||
Pension
|
22.7
|
|
|
18.1
|
|
||
Deferred compensation
|
20.5
|
|
|
23.7
|
|
||
Net operating losses
|
6.2
|
|
|
6.2
|
|
||
Other accruals not yet deductible
|
26.9
|
|
|
24.9
|
|
||
Other assets
|
9.7
|
|
|
7.0
|
|
||
Total deferred income tax assets
|
88.6
|
|
|
82.5
|
|
||
Valuation allowance
|
(4.6
|
)
|
|
(3.6
|
)
|
||
Net deferred income tax liabilities
|
$
|
(90.4
|
)
|
|
$
|
(89.6
|
)
|
|
Year Ended August 31,
|
||||||
|
2019
|
|
2018
|
||||
Unrecognized tax benefits balance at beginning of year
|
$
|
4.4
|
|
|
$
|
6.0
|
|
Additions based on tax positions related to the current year
|
2.0
|
|
|
0.6
|
|
||
Additions for tax positions of prior years
|
10.9
|
|
|
1.0
|
|
||
Reductions due to settlements
|
—
|
|
|
(2.2
|
)
|
||
Reductions due to lapse of statute of limitations
|
(0.7
|
)
|
|
(1.0
|
)
|
||
Unrecognized tax benefits balance at end of year
|
$
|
16.6
|
|
|
$
|
4.4
|
|
|
Year Ended August 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales(1):
|
|
|
|
|
|
|
|
|
|||
Domestic(2)
|
$
|
3,277.4
|
|
|
$
|
3,292.6
|
|
|
$
|
3,123.1
|
|
International
|
395.3
|
|
|
387.5
|
|
|
382.0
|
|
|||
Total
|
$
|
3,672.7
|
|
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
Operating profit:
|
|
|
|
|
|
|
|
||||
Domestic(2)
|
$
|
419.3
|
|
|
$
|
419.0
|
|
|
$
|
503.3
|
|
International
|
43.6
|
|
|
41.8
|
|
|
24.2
|
|
|||
Total
|
$
|
462.9
|
|
|
$
|
460.8
|
|
|
$
|
527.5
|
|
Income before provision for income taxes:
|
|
|
|
|
|
|
|
||||
Domestic(2)
|
$
|
386.4
|
|
|
$
|
386.4
|
|
|
$
|
478.5
|
|
International
|
38.5
|
|
|
39.5
|
|
|
14.1
|
|
|||
Total
|
$
|
424.9
|
|
|
$
|
425.9
|
|
|
$
|
492.6
|
|
Long-lived assets(3):
|
|
|
|
|
|
|
|
||||
Domestic(2)
|
$
|
248.9
|
|
|
$
|
256.4
|
|
|
$
|
252.8
|
|
International
|
48.4
|
|
|
52.0
|
|
|
51.5
|
|
|||
Total
|
$
|
297.3
|
|
|
$
|
308.4
|
|
|
$
|
304.3
|
|
(1)
|
Net sales are attributed to each country based on the selling location.
|
(2)
|
Domestic amounts include amounts for U.S. based operations.
|
(3)
|
Long-lived assets include net property, plant, and equipment, long-term deferred income tax assets, and other long-term assets as reflected in the Consolidated Balance Sheets.
|
|
At August 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
361.9
|
|
|
$
|
18.1
|
|
|
$
|
—
|
|
|
$
|
81.0
|
|
|
$
|
—
|
|
|
$
|
461.0
|
|
Accounts receivable, net
|
—
|
|
|
484.7
|
|
|
—
|
|
|
76.3
|
|
|
—
|
|
|
561.0
|
|
||||||
Inventories
|
—
|
|
|
317.1
|
|
|
—
|
|
|
23.7
|
|
|
—
|
|
|
340.8
|
|
||||||
Other current assets
|
32.2
|
|
|
27.1
|
|
|
—
|
|
|
19.7
|
|
|
—
|
|
|
79.0
|
|
||||||
Total current assets
|
394.1
|
|
|
847.0
|
|
|
—
|
|
|
200.7
|
|
|
—
|
|
|
1,441.8
|
|
||||||
Property, plant, and equipment, net
|
0.2
|
|
|
220.7
|
|
|
—
|
|
|
56.4
|
|
|
—
|
|
|
277.3
|
|
||||||
Goodwill
|
—
|
|
|
747.6
|
|
|
2.7
|
|
|
217.0
|
|
|
—
|
|
|
967.3
|
|
||||||
Intangible assets, net
|
—
|
|
|
271.0
|
|
|
103.7
|
|
|
91.3
|
|
|
—
|
|
|
466.0
|
|
||||||
Deferred income taxes
|
30.2
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
|
(33.7
|
)
|
|
2.3
|
|
||||||
Other long-term assets
|
1.1
|
|
|
15.2
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
17.7
|
|
||||||
Investments in and amounts due from affiliates
|
1,627.9
|
|
|
476.8
|
|
|
321.6
|
|
|
—
|
|
|
(2,426.3
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
2,053.5
|
|
|
$
|
2,578.3
|
|
|
$
|
428.0
|
|
|
$
|
572.6
|
|
|
$
|
(2,460.0
|
)
|
|
$
|
3,172.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.7
|
|
|
$
|
314.4
|
|
|
$
|
—
|
|
|
$
|
23.7
|
|
|
$
|
—
|
|
|
$
|
338.8
|
|
Current maturities of long-term debt
|
—
|
|
|
8.7
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
9.1
|
|
||||||
Other accrued liabilities
|
11.8
|
|
|
186.0
|
|
|
—
|
|
|
50.4
|
|
|
—
|
|
|
248.2
|
|
||||||
Total current liabilities
|
12.5
|
|
|
509.1
|
|
|
—
|
|
|
74.5
|
|
|
—
|
|
|
596.1
|
|
||||||
Long-term debt
|
—
|
|
|
345.2
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
347.5
|
|
||||||
Deferred income taxes
|
—
|
|
|
105.8
|
|
|
—
|
|
|
20.6
|
|
|
(33.7
|
)
|
|
92.7
|
|
||||||
Other long-term liabilities
|
122.1
|
|
|
80.4
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
217.2
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
146.4
|
|
|
(146.4
|
)
|
|
—
|
|
||||||
Total stockholders’ equity
|
1,918.9
|
|
|
1,537.8
|
|
|
428.0
|
|
|
314.1
|
|
|
(2,279.9
|
)
|
|
1,918.9
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
2,053.5
|
|
|
$
|
2,578.3
|
|
|
$
|
428.0
|
|
|
$
|
572.6
|
|
|
$
|
(2,460.0
|
)
|
|
$
|
3,172.4
|
|
|
At August 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
80.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48.6
|
|
|
$
|
—
|
|
|
$
|
129.1
|
|
Accounts receivable, net
|
—
|
|
|
560.7
|
|
|
—
|
|
|
77.2
|
|
|
—
|
|
|
637.9
|
|
||||||
Inventories
|
—
|
|
|
386.6
|
|
|
—
|
|
|
25.2
|
|
|
—
|
|
|
411.8
|
|
||||||
Other current assets
|
2.3
|
|
|
18.6
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
32.3
|
|
||||||
Total current assets
|
82.8
|
|
|
965.9
|
|
|
—
|
|
|
162.4
|
|
|
—
|
|
|
1,211.1
|
|
||||||
Property, plant, and equipment, net
|
0.2
|
|
|
226.8
|
|
|
—
|
|
|
59.7
|
|
|
—
|
|
|
286.7
|
|
||||||
Goodwill
|
—
|
|
|
746.5
|
|
|
2.7
|
|
|
221.4
|
|
|
—
|
|
|
970.6
|
|
||||||
Intangible assets, net
|
—
|
|
|
286.6
|
|
|
106.5
|
|
|
105.6
|
|
|
—
|
|
|
498.7
|
|
||||||
Deferred income taxes
|
36.4
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
(39.7
|
)
|
|
2.9
|
|
||||||
Other long-term assets
|
1.2
|
|
|
15.6
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
18.8
|
|
||||||
Investments in and amounts due from affiliates
|
1,707.0
|
|
|
370.6
|
|
|
279.5
|
|
|
—
|
|
|
(2,357.1
|
)
|
|
—
|
|
||||||
Total assets
|
$
|
1,827.6
|
|
|
$
|
2,612.0
|
|
|
$
|
388.7
|
|
|
$
|
557.3
|
|
|
$
|
(2,396.8
|
)
|
|
$
|
2,988.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.3
|
|
|
$
|
420.7
|
|
|
$
|
—
|
|
|
$
|
30.1
|
|
|
$
|
—
|
|
|
$
|
451.1
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
||||||
Other accrued liabilities
|
18.8
|
|
|
170.1
|
|
|
—
|
|
|
42.3
|
|
|
—
|
|
|
231.2
|
|
||||||
Total current liabilities
|
19.1
|
|
|
590.8
|
|
|
—
|
|
|
72.8
|
|
|
—
|
|
|
682.7
|
|
||||||
Long-term debt
|
—
|
|
|
353.5
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
356.4
|
|
||||||
Deferred income taxes
|
—
|
|
|
106.5
|
|
|
—
|
|
|
25.7
|
|
|
(39.7
|
)
|
|
92.5
|
|
||||||
Other long-term liabilities
|
91.7
|
|
|
34.0
|
|
|
—
|
|
|
14.7
|
|
|
—
|
|
|
140.4
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
138.8
|
|
|
(138.8
|
)
|
|
—
|
|
||||||
Total stockholders’ equity
|
1,716.8
|
|
|
1,527.2
|
|
|
388.7
|
|
|
302.4
|
|
|
(2,218.3
|
)
|
|
1,716.8
|
|
||||||
Total liabilities and stockholders’ equity
|
$
|
1,827.6
|
|
|
$
|
2,612.0
|
|
|
$
|
388.7
|
|
|
$
|
557.3
|
|
|
$
|
(2,396.8
|
)
|
|
$
|
2,988.8
|
|
|
Year Ended August 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
3,253.6
|
|
|
$
|
—
|
|
|
$
|
419.1
|
|
|
$
|
—
|
|
|
$
|
3,672.7
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
52.7
|
|
|
204.7
|
|
|
(257.4
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
3,253.6
|
|
|
52.7
|
|
|
623.8
|
|
|
(257.4
|
)
|
|
3,672.7
|
|
||||||
Cost of products sold
|
—
|
|
|
1,940.1
|
|
|
—
|
|
|
454.1
|
|
|
(201.2
|
)
|
|
2,193.0
|
|
||||||
Gross profit
|
—
|
|
|
1,313.5
|
|
|
52.7
|
|
|
169.7
|
|
|
(56.2
|
)
|
|
1,479.7
|
|
||||||
Selling, distribution, and administrative expenses
|
15.6
|
|
|
897.6
|
|
|
2.8
|
|
|
155.3
|
|
|
(56.3
|
)
|
|
1,015.0
|
|
||||||
Intercompany charges
|
(33.2
|
)
|
|
25.6
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
||||||
Special charges
|
—
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
||||||
Operating profit
|
17.6
|
|
|
388.5
|
|
|
49.9
|
|
|
6.8
|
|
|
0.1
|
|
|
462.9
|
|
||||||
Interest expense, net
|
10.9
|
|
|
17.4
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
|
33.3
|
|
||||||
Equity earnings in subsidiaries
|
(330.0
|
)
|
|
(23.2
|
)
|
|
—
|
|
|
0.2
|
|
|
353.0
|
|
|
—
|
|
||||||
Miscellaneous expense (income), net
|
6.7
|
|
|
(2.1
|
)
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
4.7
|
|
||||||
Income before income taxes
|
330.0
|
|
|
396.4
|
|
|
49.9
|
|
|
1.5
|
|
|
(352.9
|
)
|
|
424.9
|
|
||||||
Income tax (benefit) expense
|
(0.4
|
)
|
|
84.5
|
|
|
10.5
|
|
|
(0.1
|
)
|
|
—
|
|
|
94.5
|
|
||||||
Net income
|
330.4
|
|
|
311.9
|
|
|
39.4
|
|
|
1.6
|
|
|
(352.9
|
)
|
|
330.4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(11.5
|
)
|
|
(11.5
|
)
|
|
—
|
|
|
—
|
|
|
11.5
|
|
|
(11.5
|
)
|
||||||
Defined benefit plans, net of tax
|
(25.1
|
)
|
|
(17.1
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
17.3
|
|
|
(25.1
|
)
|
||||||
Other comprehensive loss items, net of tax
|
(36.6
|
)
|
|
(28.6
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
28.8
|
|
|
(36.6
|
)
|
||||||
Comprehensive income
|
$
|
293.8
|
|
|
$
|
283.3
|
|
|
$
|
39.4
|
|
|
$
|
1.4
|
|
|
$
|
(324.1
|
)
|
|
$
|
293.8
|
|
|
Year Ended August 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
3,275.7
|
|
|
$
|
—
|
|
|
$
|
404.4
|
|
|
$
|
—
|
|
|
$
|
3,680.1
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
53.6
|
|
|
211.2
|
|
|
(264.8
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
3,275.7
|
|
|
53.6
|
|
|
615.6
|
|
|
(264.8
|
)
|
|
3,680.1
|
|
||||||
Cost of products sold
|
—
|
|
|
1,951.2
|
|
|
—
|
|
|
442.1
|
|
|
(198.6
|
)
|
|
2,194.7
|
|
||||||
Gross profit
|
—
|
|
|
1,324.5
|
|
|
53.6
|
|
|
173.5
|
|
|
(66.2
|
)
|
|
1,485.4
|
|
||||||
Selling, distribution, and administrative expenses
|
41.0
|
|
|
884.6
|
|
|
3.2
|
|
|
156.3
|
|
|
(66.1
|
)
|
|
1,019.0
|
|
||||||
Intercompany charges
|
(59.2
|
)
|
|
49.5
|
|
|
—
|
|
|
9.7
|
|
|
—
|
|
|
—
|
|
||||||
Special charges
|
—
|
|
|
5.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
||||||
Operating profit
|
18.2
|
|
|
384.8
|
|
|
50.4
|
|
|
7.5
|
|
|
(0.1
|
)
|
|
460.8
|
|
||||||
Interest expense, net
|
11.1
|
|
|
16.9
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
33.5
|
|
||||||
Equity earnings in subsidiaries
|
(344.3
|
)
|
|
(18.5
|
)
|
|
—
|
|
|
0.2
|
|
|
362.6
|
|
|
—
|
|
||||||
Miscellaneous expense (income), net
|
6.4
|
|
|
(1.8
|
)
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
1.4
|
|
||||||
Income before income taxes
|
345.0
|
|
|
388.2
|
|
|
50.4
|
|
|
5.0
|
|
|
(362.7
|
)
|
|
425.9
|
|
||||||
Income tax (benefit) expense
|
(4.6
|
)
|
|
72.0
|
|
|
8.5
|
|
|
0.4
|
|
|
—
|
|
|
76.3
|
|
||||||
Net income
|
349.6
|
|
|
316.2
|
|
|
41.9
|
|
|
4.6
|
|
|
(362.7
|
)
|
|
349.6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
(25.2
|
)
|
|
(25.2
|
)
|
|
—
|
|
|
—
|
|
|
25.2
|
|
|
(25.2
|
)
|
||||||
Defined benefit plans, net of tax
|
21.2
|
|
|
16.9
|
|
|
—
|
|
|
4.3
|
|
|
(21.2
|
)
|
|
21.2
|
|
||||||
Other comprehensive (loss) income items, net of tax
|
(4.0
|
)
|
|
(8.3
|
)
|
|
—
|
|
|
4.3
|
|
|
4.0
|
|
|
(4.0
|
)
|
||||||
Comprehensive income
|
$
|
345.6
|
|
|
$
|
307.9
|
|
|
$
|
41.9
|
|
|
$
|
8.9
|
|
|
$
|
(358.7
|
)
|
|
$
|
345.6
|
|
|
Year Ended August 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
3,105.2
|
|
|
$
|
—
|
|
|
$
|
399.9
|
|
|
$
|
—
|
|
|
$
|
3,505.1
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
49.4
|
|
|
179.2
|
|
|
(228.6
|
)
|
|
—
|
|
||||||
Total sales
|
—
|
|
|
3,105.2
|
|
|
49.4
|
|
|
579.1
|
|
|
(228.6
|
)
|
|
3,505.1
|
|
||||||
Cost of products sold
|
—
|
|
|
1,764.6
|
|
|
—
|
|
|
432.8
|
|
|
(173.4
|
)
|
|
2,024.0
|
|
||||||
Gross profit
|
—
|
|
|
1,340.6
|
|
|
49.4
|
|
|
146.3
|
|
|
(55.2
|
)
|
|
1,481.1
|
|
||||||
Selling, distribution, and administrative expenses
|
39.2
|
|
|
824.6
|
|
|
3.6
|
|
|
130.0
|
|
|
(55.1
|
)
|
|
942.3
|
|
||||||
Intercompany charges
|
(56.9
|
)
|
|
47.7
|
|
|
—
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
||||||
Special charges
|
—
|
|
|
11.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.3
|
|
||||||
Operating profit
|
17.7
|
|
|
457.0
|
|
|
45.8
|
|
|
7.1
|
|
|
(0.1
|
)
|
|
527.5
|
|
||||||
Interest expense, net
|
11.0
|
|
|
16.1
|
|
|
—
|
|
|
5.4
|
|
|
—
|
|
|
32.5
|
|
||||||
Equity earnings in subsidiaries
|
(320.9
|
)
|
|
(7.7
|
)
|
|
—
|
|
|
0.2
|
|
|
328.4
|
|
|
—
|
|
||||||
Miscellaneous expense (income), net
|
5.8
|
|
|
(7.9
|
)
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
2.4
|
|
||||||
Income (loss) before income taxes
|
321.8
|
|
|
456.5
|
|
|
45.8
|
|
|
(3.0
|
)
|
|
(328.5
|
)
|
|
492.6
|
|
||||||
Income tax expense (benefit)
|
0.1
|
|
|
158.0
|
|
|
15.7
|
|
|
(2.9
|
)
|
|
—
|
|
|
170.9
|
|
||||||
Net income (loss)
|
321.7
|
|
|
298.5
|
|
|
30.1
|
|
|
(0.1
|
)
|
|
(328.5
|
)
|
|
321.7
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
19.0
|
|
|
19.0
|
|
|
—
|
|
|
—
|
|
|
(19.0
|
)
|
|
19.0
|
|
||||||
Defined benefit plans, net of tax
|
20.7
|
|
|
11.8
|
|
|
—
|
|
|
7.5
|
|
|
(19.3
|
)
|
|
20.7
|
|
||||||
Other comprehensive income items, net of tax
|
39.7
|
|
|
30.8
|
|
|
—
|
|
|
7.5
|
|
|
(38.3
|
)
|
|
39.7
|
|
||||||
Comprehensive income
|
$
|
361.4
|
|
|
$
|
329.3
|
|
|
$
|
30.1
|
|
|
$
|
7.4
|
|
|
$
|
(366.8
|
)
|
|
$
|
361.4
|
|
|
Year Ended August 31, 2019
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
391.1
|
|
|
$
|
63.4
|
|
|
$
|
—
|
|
|
$
|
43.1
|
|
|
$
|
(2.9
|
)
|
|
$
|
494.7
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(44.5
|
)
|
|
—
|
|
|
(8.5
|
)
|
|
—
|
|
|
(53.0
|
)
|
||||||
Investments in subsidiaries
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
||||||
Acquisitions of businesses and intangible assets
|
—
|
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
||||||
Other investing activities
|
0.8
|
|
|
2.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
Net cash used for investing activities
|
(2.1
|
)
|
|
(45.3
|
)
|
|
—
|
|
|
(8.5
|
)
|
|
2.9
|
|
|
(53.0
|
)
|
||||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Borrowings on credit facility
|
—
|
|
|
86.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86.5
|
|
||||||
Repayments of borrowings on credit facility
|
—
|
|
|
(86.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(86.5
|
)
|
||||||
Repayments of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
Proceeds from stock option exercises and other
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Repurchases of common stock
|
(81.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81.6
|
)
|
||||||
Withholding taxes on net settlement of equity awards
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.0
|
)
|
||||||
Dividends paid
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
||||||
Net cash used for financing activities
|
(107.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(108.2
|
)
|
||||||
Effect of exchange rate changes on cash
|
0.2
|
|
|
—
|
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||||
Net change in cash and cash equivalents
|
281.4
|
|
|
18.1
|
|
|
—
|
|
|
32.4
|
|
|
—
|
|
|
331.9
|
|
||||||
Cash and cash equivalents at beginning of year
|
80.5
|
|
|
—
|
|
|
—
|
|
|
48.6
|
|
|
—
|
|
|
129.1
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
361.9
|
|
|
$
|
18.1
|
|
|
$
|
—
|
|
|
$
|
81.0
|
|
|
$
|
—
|
|
|
$
|
461.0
|
|
|
Year Ended August 31, 2018
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
322.1
|
|
|
$
|
30.2
|
|
|
$
|
—
|
|
|
$
|
36.0
|
|
|
$
|
(36.8
|
)
|
|
$
|
351.5
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(31.4
|
)
|
|
—
|
|
|
(12.2
|
)
|
|
—
|
|
|
(43.6
|
)
|
||||||
Investments in subsidiaries
|
(154.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
154.7
|
|
|
—
|
|
||||||
Acquisitions of businesses and intangible assets
|
—
|
|
|
(136.3
|
)
|
|
—
|
|
|
(26.9
|
)
|
|
—
|
|
|
(163.2
|
)
|
||||||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.1
|
|
||||||
Other investing activities
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
Net cash used for investing activities
|
(153.0
|
)
|
|
(167.7
|
)
|
|
—
|
|
|
(38.0
|
)
|
|
154.7
|
|
|
(204.0
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Borrowings on credit facility
|
—
|
|
|
395.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395.4
|
|
||||||
Repayments of borrowings on credit facility
|
—
|
|
|
(395.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(395.4
|
)
|
||||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
||||||
Proceeds from stock option exercises and other
|
1.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
||||||
Repurchases of common stock
|
(298.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
||||||
Withholding taxes on net settlement of equity awards
|
(8.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.2
|
)
|
||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.8
|
)
|
|
36.8
|
|
|
—
|
|
||||||
Intercompany capital
|
—
|
|
|
136.6
|
|
|
—
|
|
|
18.1
|
|
|
(154.7
|
)
|
|
—
|
|
||||||
Dividends paid
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||||
Net cash (used for) provided by financing activities
|
(326.3
|
)
|
|
136.6
|
|
|
—
|
|
|
(19.1
|
)
|
|
(117.9
|
)
|
|
(326.7
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
0.9
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(2.8
|
)
|
||||||
Net change in cash and cash equivalents
|
(157.2
|
)
|
|
—
|
|
|
—
|
|
|
(24.8
|
)
|
|
—
|
|
|
(182.0
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
237.7
|
|
|
—
|
|
|
—
|
|
|
73.4
|
|
|
—
|
|
|
311.1
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
80.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48.6
|
|
|
$
|
—
|
|
|
$
|
129.1
|
|
|
Year Ended August 31, 2017
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net cash provided by operating activities
|
$
|
262.3
|
|
|
$
|
41.4
|
|
|
$
|
—
|
|
|
$
|
32.9
|
|
|
$
|
—
|
|
|
$
|
336.6
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(53.1
|
)
|
|
—
|
|
|
(14.2
|
)
|
|
—
|
|
|
(67.3
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
0.2
|
|
|
—
|
|
|
5.3
|
|
|
—
|
|
|
5.5
|
|
||||||
Proceeds from sale of investment in unconsolidated affiliate
|
—
|
|
|
13.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.2
|
|
||||||
Other investing activities
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Net cash used for investing activities
|
—
|
|
|
(39.9
|
)
|
|
—
|
|
|
(8.9
|
)
|
|
—
|
|
|
(48.8
|
)
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
||||||
Proceeds from stock option exercises and other
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||||
Repurchases of common stock
|
(357.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(357.9
|
)
|
||||||
Withholding taxes on net settlement of equity awards
|
(15.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.2
|
)
|
||||||
Dividends paid
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
||||||
Net cash (used for) provided by financing activities
|
(392.8
|
)
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
(391.8
|
)
|
||||||
Effect of exchange rate changes on cash
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
1.9
|
|
||||||
Net change in cash and cash equivalents
|
(130.5
|
)
|
|
—
|
|
|
—
|
|
|
28.4
|
|
|
—
|
|
|
(102.1
|
)
|
||||||
Cash and cash equivalents at beginning of year
|
368.2
|
|
|
—
|
|
|
—
|
|
|
45.0
|
|
|
—
|
|
|
413.2
|
|
||||||
Cash and cash equivalents at end of year
|
$
|
237.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
73.4
|
|
|
$
|
—
|
|
|
$
|
311.1
|
|
|
Fiscal Year 2019
|
||||||||||||||
(In millions)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net sales
|
$
|
932.6
|
|
|
$
|
854.4
|
|
|
$
|
947.6
|
|
|
$
|
938.1
|
|
Gross profit
|
$
|
367.5
|
|
|
$
|
333.9
|
|
|
$
|
383.6
|
|
|
$
|
394.7
|
|
Net income
|
$
|
79.6
|
|
|
$
|
66.3
|
|
|
$
|
88.4
|
|
|
$
|
96.1
|
|
Basic earnings per share
|
$
|
1.99
|
|
|
$
|
1.68
|
|
|
$
|
2.23
|
|
|
$
|
2.43
|
|
Diluted earnings per share
|
$
|
1.98
|
|
|
$
|
1.67
|
|
|
$
|
2.22
|
|
|
$
|
2.42
|
|
|
Fiscal Year 2018
|
||||||||||||||
(In millions)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net sales
|
$
|
842.8
|
|
|
$
|
832.1
|
|
|
$
|
944.0
|
|
|
$
|
1,061.2
|
|
Gross profit (1)
|
$
|
349.9
|
|
|
$
|
334.5
|
|
|
$
|
389.1
|
|
|
$
|
411.9
|
|
Net income
|
$
|
71.5
|
|
|
$
|
96.9
|
|
|
$
|
73.0
|
|
|
$
|
108.2
|
|
Basic earnings per share
|
$
|
1.71
|
|
|
$
|
2.34
|
|
|
$
|
1.81
|
|
|
$
|
2.71
|
|
Diluted earnings per share
|
$
|
1.70
|
|
|
$
|
2.33
|
|
|
$
|
1.80
|
|
|
$
|
2.70
|
|
(1)
|
Fiscal 2018 quarterly gross profit amounts have been retrospectively adjusted to reflect the impact of ASU 2017-07 to our interim periods. See the New Accounting Pronouncements footnote for further details.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9a.
|
Controls and Procedures
|
Item 9b.
|
Other Information
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
||
|
||
|
||
|
||
|
||
|
||
(2)
|
Financial Statement Schedules:
|
|
|
Any of Schedules I through V not listed above have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto
|
|
(3)
|
Exhibits filed with this report (begins on next page):
|
|
|
Copies of exhibits will be furnished to stockholders upon request at a nominal fee. Requests should be sent to Acuity Brands, Inc., Investor Relations Department, 1170 Peachtree Street, N.E., Suite 2300, Atlanta, Georgia 30309-7676
|
|
EXHIBIT 3
|
(a)
|
|
Reference is made to Exhibit 3.1 of registrant’s Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
|
|
|
(b)
|
|
Reference is made to Exhibit 3.2 of registrant’s Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
|
|
|
(c)
|
|
|
Reference is made to Exhibit 3(c) of registrant’s Form 10-Q as filed with the Commission on January 9, 2017, which is incorporated herein by reference.
|
|
(d)
|
|
Reference is made to Exhibit 3(d) of registrant’s Form 10-Q as filed with the Commission on January 9, 2017, which is incorporated herein by reference.
|
|
EXHIBIT 4
|
(a)
|
|
Reference is made to Exhibit 4.1 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(b)
|
|
Reference is made to Exhibit 4.1 of registrant’s Form 8-K as filed with the Commission on December 9, 2009, which is incorporated herein by reference.
|
|
|
(c)
|
|
Reference is made to Exhibit 4.2 of registrant’s Form 8-K as filed with the Commission on December 9, 2009, which is incorporated herein by reference.
|
|
|
(d)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 10(i)
|
(1)
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 10-Q as filed with the Commission on July 3, 2018, which is incorporated herein by reference.
|
|
|
(2)
|
|
Reference is made to Exhibit 10.1 of registrant's Form 8-K as filed with the Commission on April 24, 2019, which is incorporated herein by reference.
|
EXHIBIT 10(iii)A
|
|
Management Contracts and Compensatory Arrangements:
|
|
|
|
(1)
|
|
Reference is made to Exhibit 10.6 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(2)
|
|
Reference is made to Exhibit 10(iii)A(3) of registrant’s Form 10-Q as filed with the Commission on January 14, 2002, which is incorporated herein by reference.
|
|
|
(3)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on October 27, 2006, which is incorporated herein by reference.
|
|
(4)
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on January 4, 2007, which is incorporated herein by reference.
|
|
|
(5)
|
|
Reference is made to Exhibit 10(iii)A(3) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
|
(6)
|
|
Reference is made to Exhibit 10.14 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(7)
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on January 14, 2003, which is incorporated by reference.
|
|
|
(8)
|
|
Reference is made to Exhibit 10(iii)A(8) of the registrant’s Form 10-Q as filed with the Commission on July 14, 2003, which is incorporated by reference.
|
|
|
(9)
|
|
Reference is made to Exhibit 10(iii)A(36) of the registrant’s Form 10-K as filed with the Commission on October 29, 2004, which is incorporated by reference.
|
|
|
(10)
|
|
Reference is made to Exhibit 99.2 of registrant’s Form 8-K filed with the Commission on July 6, 2006, which is incorporated herein by reference.
|
|
|
(11)
|
|
Reference is made to Exhibit 10(iii)A(6) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
|
(12)
|
|
Reference is made to Exhibit 10 (c) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
|
(13)
|
|
Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.
|
|
|
(14)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on July 6, 2006, which is incorporated herein by reference.
|
|
|
(15)
|
|
Reference is made to Exhibit 10(iii)A(86) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.
|
|
|
(16)
|
|
Reference is made to Exhibit 10(iii)A(68) of the registrant's Form 10-K as filed with the Commission on October 26, 2012, which is incorporated herein by reference.
|
|
|
(17)
|
|
Reference is made to Exhibit 10(c) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.
|
|
|
(18)
|
|
Reference is made to Exhibit 10.16 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(19)
|
|
Reference is made to Exhibit 10(iii)A(5) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
|
(20)
|
|
Reference is made to Exhibit 10.18 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(21)
|
|
Reference is made to Exhibit 10.19 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(22)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant’s Form 10-Q as filed with the Commission on April 14, 2003, which is incorporated by reference.
|
|
|
(23)
|
|
Reference is made to Exhibit 10.21 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(24)
|
|
Reference is made to Exhibit 10.25 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
|
(25)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant’s Form 10-Q as filed with the Commission on July 1, 2015, which is incorporated by reference.
|
|
|
(26)
|
|
Reference is made to Exhibit 10(c) of the registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.
|
|
|
(27)
|
|
Reference is made to Exhibit 10(iii)A(24) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(28)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on April 27, 2006, which is incorporated herein by reference.
|
|
|
(29)
|
|
Reference is made to Exhibit 10(iii)A(4) of the registrant’s Form 10-Q as filed with the Commission on July 14, 2003, which is incorporated by reference.
|
|
|
(30)
|
|
Reference is made to Exhibit 10(III)A(1) of the registrant’s Form 10-Q as filed with the Commission on July 6, 2004, which is incorporated by reference.
|
|
|
(31)
|
|
Reference is made to Exhibit 10(III)A(2) of the registrant’s Form 10-Q as filed with the Commission on July 6, 2004, which is incorporated by reference.
|
|
|
(32)
|
|
Reference is made to Exhibit 99.3 of registrant’s Form 8-K filed with the Commission on April 27, 2006, which is incorporated herein by reference.
|
|
|
(33)
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on April 4, 2007, which is incorporated herein by reference.
|
|
(34)
|
|
Reference is made to Exhibit 10(iii)A(78) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
|
(35)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(36)
|
|
Reference is made to Exhibit 10(a) of the registrant's Form 10-Q as filed with the Commission on April 3, 2019, which is incorporated herein by reference.
|
|
|
(37)
|
|
Reference is made to Exhibit 10(III)A(3) of the registrant’s Form 10-Q filed with the Commission on January 6, 2005 incorporated by reference.
|
|
|
(38)
|
|
Reference is made to Exhibit 10(III)A(4) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.
|
|
|
(39)
|
|
Reference is made to Exhibit 10(III)A(5) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.
|
|
|
(40)
|
|
Reference is made to Exhibit 10(III)A(1) of the registrant’s Form 10-Q as filed with the Commission on April 4, 2005, which is incorporated by reference.
|
|
|
(41)
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K filed with the Commission on November 18, 2005, which is incorporated herein by reference.
|
|
|
(42)
|
|
Reference is made to Exhibit 10(iii)A(81) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
|
(43)
|
|
Reference is made to Exhibit 10 (f) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
|
(44)
|
|
Reference is made to Exhibit 10(iii)A(4) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(45)
|
|
Reference is made to Exhibit 10(iii)A(46) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
|
(46)
|
|
Reference is made to Exhibit 10(iii)A(43) of the registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.
|
|
|
(47)
|
|
Reference is made to Exhibit 10(iii)A(44) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(48)
|
|
Reference is made to Exhibit 10(iii)A(45) of the registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
|
|
(49)
|
|
Reference is made to Exhibit 10(a) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.
|
|
|
(50)
|
|
Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on April 3, 2019, which is incorporated herein by reference.
|
|
|
(51)
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(52)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(53)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(54)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(55)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(56)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on December 2, 2005, which is incorporated herein by reference.
|
|
|
(57)
|
|
Reference is made to Exhibit A of the registrant’s Proxy Statement as filed with the Commission on November 16, 2007, which is incorporated herein by reference.
|
|
|
(58)
|
|
Reference is made to Exhibit 99.1 of the registrant’s Form 8-K as filed with the Commission on January 4, 2008, which is incorporated herein by reference.
|
|
|
(59)
|
|
Reference is made to Exhibit 10 (i) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
|
(60)
|
|
Reference is made to Exhibit 10 (j) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
|
(61)
|
|
Reference is made to Exhibit 10 (f) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
|
(62)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on January 9, 2015.
|
|
|
(63)
|
|
Reference is made to Exhibit 10(iii)A(79) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
(64)
|
|
Reference is made to Exhibit 10 (d) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
|
(65)
|
|
Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(66)
|
|
Reference is made to Exhibit 10(iii)A(58) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
|
(67)
|
|
Reference is made to Exhibit 10(iii)A(57) of the registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.
|
|
|
(68)
|
|
Reference is made to Exhibit 10(iii)A(59) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(69)
|
|
Reference is made to Exhibit 10(iii)A(58) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(70)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on January 9, 2015.
|
|
|
(71)
|
|
Reference is made to Exhibit 10(iii)A(84) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
|
(72)
|
|
Reference is made to Exhibit 10(iii)A(61) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(73)
|
|
Reference is made to Exhibit 10(iii)A(62) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(74)
|
|
Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.
|
|
|
(75)
|
|
Reference is made to Exhibit 10(iii)A(63) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(76)
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K as filed with the Commission on February 9, 2010, which is incorporated herein by reference.
|
|
|
(77)
|
|
Reference is made to Exhibit A of the
registrant’s Proxy Statement as filed with the Commission on November 19, 2012, which is incorporated herein by reference. |
|
|
(78)
|
|
Reference is made to Exhibit B of the
registrant’s Proxy Statement as filed with the Commission on November 19, 2012, which is incorporated herein by reference. |
|
(79)
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 29, 2013, which is incorporated herein by reference.
|
|
|
(80)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(81)
|
|
Reference is made to Exhibit 10(iii)A(65) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
|
(82)
|
|
Reference is made to Exhibit 10(iii)A(66) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
|
(83)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 6, 2016, which is incorporated herein by reference.
|
|
|
(84)
|
|
Reference is made to Exhibit 10(iii)A(70) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(85)
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
|
|
|
(86)
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(87)
|
|
Reference is made to Exhibit 10(iii)A(73) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(88)
|
|
|
Reference is made to Annex A of the registrant’s Proxy Statement as filed with the Commission on November 21, 2017, which is incorporated herein by reference.
|
|
(89)
|
|
Reference is made to Annex B of the registrant’s Proxy Statement as filed with the Commission on November 21,2017, which is incorporated herein by reference.
|
|
|
(90)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
|
(91)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
|
(92)
|
|
Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
|
(93)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(94)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 21
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 23
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 24
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 31
|
(a)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(b)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 32
|
(a)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(b)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 101
|
.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-K.
|
|
.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
Item 16.
|
Form 10-K Summary
|
Date:
|
October 29, 2019
|
|
By:
|
/S/ VERNON J. NAGEL
|
|
|
|
|
Vernon J. Nagel
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ VERNON J. NAGEL
|
|
Chairman and Chief Executive Officer
|
|
October 29, 2019
|
|
Vernon J. Nagel
|
|
|
|
||
|
|
|
|
|
|
/s/ KAREN J. HOLCOM
|
|
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
October 29, 2019
|
|
Karen J. Holcom
|
|
|
|
||
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
W. Patrick Battle
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
Peter C. Browning
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
G. Douglas Dillard, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
James H. Hance, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
Robert F. McCullough
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
Julia B. North
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
Dominic J. Pileggi
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
Ray M. Robinson
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2019
|
|
Mary A. Winston
|
|
|
|
|
|
|
|
|
|
|
|
*BY:
|
/s/ KAREN J. HOLCOM
|
|
Attorney-in-Fact
|
|
October 29, 2019
|
|
Karen J. Holcom
|
|
|
|
|
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