ACUITY INC. (DE) 10-K

Item 8. Financial Statements and Supplementary Data. Index to Consolidated Financial Statements Page Management’s Report on Internal Control over Financial Reporting 29 Reports of Independent Registered Public Accounting Firm 30 Consolidated Balance Sheets as of August 31, 2023 and 2022 33 Consolidated Statements of Comprehensive Income for the years ended August 31, 2023, 2022, and 2021 34 Consolidated Statements of Cash Flows for the years ended August 31, 2023, 2022, and 2021 35 Consolidated Statements of Stockholders’ Equity for the years ended August 31, 2023, 2022, and 2021 36 Notes to Consolidated Financial Statements 37 Note 1 — Description of Business and Basis of Presentation 37 Note 2 — Significant Accounting Policies 38 Note 3 — New Accounting Pronouncements 45 Note 4 — Acquisitions and Divestitures 46 Note 5 — Fair Value Measurements 47 Note 6 — Leases 50 Note 7 — Debt and Lines of Credit 51 Note 8 — Commitments and Contingencies 52 Note 9 — Segment Information 55 Note 10 — Revenue Recognition 56 Note 11 — Share-based Payments 58 Note 12 — Pension and Defined Contribution Plans 62 Note 13 — Special Charges 69 Note 14 — Common Stock and Related Matters 70 Note 15— Income Taxes 72 Note 16 — Supplemental Disaggregated Information 74 28 Table of Contents MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING ACUITY BRANDS, INC. The management of Acuity Brands, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2023. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013 Framework) . Based on this assessment, management believes that, as of August 31, 2023, the Company’s internal control over financial reporting is effective. Management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the acquired business of KE2 Therm Solutions, Inc., (“KE2 Therm”), which is included in the Company’s consolidated financial statements as of August 31, 2023 and for the period from the acquisition date of May 15, 2023 through August 31, 2023. As of August 31, 2023, KE2 Therm constituted less than 2% of both the Company’s consolidated assets and stockholders' equity. For the year ended August 31, 2023, KE2 Therm constituted less than 1% of both the Company's net sales and pre-tax income. Ernst & Young LLP (PCAOB ID: 42 ), the Company’s independent registered public accounting firm, has issued an audit report on its audit of the Company’s internal control over financial reporting. This report dated October 26, 2023 is included within this Form 10-K. /s/ NEIL M. ASHE /s/ KAREN J. HOLCOM Neil M. Ashe Chairman, President and Chief Executive Officer Karen J. Holcom Senior Vice President and Chief Financial Officer 29 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Acuity Brands, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Acuity Brands, Inc. (the Company) as of August 31, 2023 and 2022, the related consolidated statements of comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended August 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at August 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2023, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated October 26, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates. 30 Table of Contents Valuation of Indefinite-Lived Trade Names Description of the Matter As explained in Notes 2 and 5 to the consolidated financial statements, the Company tests indefinite-lived trade names for impairment on an annual basis or more frequently if an event occurs or circumstances change that would more likely than not indicate that the fair value of the indefinite-lived trade name is below its carrying amount. The Company’s indefinite-lived intangible assets consisted of thirteen trade names with an aggregate carrying value of approximately $173.4 million as of June 1, 2023, the Company’s annual indefinite-lived trade name testing date. If the carrying amount exceeds the estimated fair value, an impairment loss would be recorded in the amount equal to the excess. As described in Notes 2 and 5, the Company recognized an impairment charge of approximately $14.0 million for six of these trade names. 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 materially 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, and the Company’s historical results. For the six trade names that were impaired, we involved our valuation specialists to assist in evaluating the Company’s discounted cash flow model and certain assumptions including the 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. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Atlanta, Georgia October 26, 2023 31 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Acuity Brands, Inc. Opinion on Internal Control Over Financial Reporting We have audited Acuity Brands, Inc.’s internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Acuity Brands, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of August 31, 2023, based on the COSO criteria. As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the acquired business of KE2 Therm Solutions, Inc. (KE2 Therm), which is included in the 2023 consolidated financial statements of the Company and constituted less than 2% of both the Company’s consolidated assets and stockholders’ equity, as of August 31, 2023 and less than 1% of both net sales and pre-tax income, for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of KE2 Therm. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2023 and 2022, the related consolidated statements of comprehensive income, cash flows and stockholders’ equity for each of the three years in the period ended August 31, 2023, and the related notes and our report dated October 26, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Atlanta, Georgia October 26, 2023 32 Table of Contents ACUITY BRANDS, INC. CONSOLIDATED BALANCE SHEETS (In millions, except share data) August 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 397.9 $ 223.2 Accounts receivable, less reserve for doubtful accounts of $ 1.3 and $ 1.2 , respectively 555.3 665.9 Inventories 368.5 485.7 Prepayments and other current assets 73.5 91.2 Total current assets 1,395.2 1,466.0 Property, plant, and equipment, net 297.6 276.5 Operating lease right-of-use assets 84.1 74.9 Goodwill 1,097.9 1,084.3 Intangible assets, net 481.2 529.2 Deferred income taxes 3.0 1.3 Other long-term assets 49.5 48.0 Total assets $ 3,408.5 $ 3,480.2 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 285.7 $ 397.8 Current maturities of debt — 18.0 Current operating lease liabilities 19.7 15.7 Accrued compensation 103.3 88.0 Other accrued liabilities 186.7 214.1 Total current liabilities 595.4 733.6 Long-term debt 495.6 495.0 Long-term operating lease liabilities 75.5 67.4 Accrued pension liabilities 38.4 41.4 Deferred income taxes 59.0 102.1 Other long-term liabilities 129.2 128.9 Total liabilities 1,393.1 1,568.4 Commitments and contingencies (see Commitments and Contingencies footnote) Stockholders’ equity: Preferred stock, $ 0.01 par value; 50,000,000 shares authorized; none issued — — Common stock, $ 0.01 par value; 500,000,000 shares authorized; 54,411,186 and 54,241,069 issued, respectively 0.5 0.5 Paid-in capital 1,066.8 1,036.3 Retained earnings 3,505.4 3,176.2 Accumulated other comprehensive loss ( 112.6 ) ( 125.8 ) Treasury stock, at cost — 23,362,196 and 21,753,820 shares, respectively ( 2,444.7 ) ( 2,175.4 ) Total stockholders’ equity 2,015.4 1,911.8 Total liabilities and stockholders’ equity $ 3,408.5 $ 3,480.2 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 33 Table of Contents ACUITY BRANDS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions, except per-share data) Year Ended August 31, 2023 2022 2021 Net sales $ 3,952.2 $ 4,006.1 $ 3,461.0 Cost of products sold 2,239.0 2,333.4 1,986.0 Gross profit 1,713.2 1,672.7 1,475.0 Selling, distribution, and administrative expenses 1,212.9 1,163.0 1,044.1 Special charges 26.9 — 3.3 Operating profit 473.4 509.7 427.6 Other expense: Interest expense, net 18.9 24.9 23.2 Miscellaneous expense (income), net 7.8 ( 9.1 ) 8.2 Total other expense 26.7 15.8 31.4 Income before income taxes 446.7 493.9 396.2 Income tax expense 100.7 109.9 89.9 Net income $ 346.0 $ 384.0 $ 306.3 Earnings per share (1) : Basic earnings per share $ 10.88 $ 11.23 $ 8.44 Basic weighted average number of shares outstanding 31.806 34.182 36.284 Diluted earnings per share $ 10.76 $ 11.08 $ 8.38 Diluted weighted average number of shares outstanding 32.164 34.645 36.554 Dividends declared per share $ 0.52 $ 0.52 $ 0.52 Comprehensive income: Net income $ 346.0 $ 384.0 $ 306.3 Other comprehensive income (loss) items, net of tax: Foreign currency translation adjustments 8.5 ( 33.3 ) 13.3 Defined benefit plans 4.7 5.7 21.2 Other comprehensive income (loss) items, net of tax 13.2 ( 27.6 ) 34.5 Comprehensive income $ 359.2 $ 356.4 $ 340.8 ______________________________ (1) Earnings per share is calculated using unrounded numbers. Amounts in the table may not recalculate exactly due to rounding. The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 34 Table of Contents ACUITY BRANDS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended August 31, 2023 2022 2021 Cash flows from operating activities: Net income $ 346.0 $ 384.0 $ 306.3 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 93.2 94.8 100.1 Share-based payment expense 42.0 37.4 32.5 Gain on the sale or disposal of property, plant, and equipment — ( 2.3 ) ( 0.1 ) Asset impairments 20.8 1.7 6.0 Loss on sale of a business 11.2 — — Deferred income taxes ( 47.8 ) 0.6 ( 2.7 ) Changes in operating assets and liabilities, net of acquisitions Accounts receivable 114.6 ( 99.7 ) ( 68.7 ) Inventories 115.2 ( 83.3 ) ( 35.5 ) Prepayments and other current assets 21.4 ( 17.6 ) ( 18.2 ) Accounts payable ( 110.5 ) 2.6 65.5 Other ( 28.0 ) ( 1.9 ) 23.5 Net cash provided by operating activities 578.1 316.3 408.7 Cash flows from investing activities: Purchases of property, plant, and equipment ( 66.7 ) ( 56.5 ) ( 43.8 ) Proceeds from sale of property, plant, and equipment — 8.9 4.7 Acquisitions of businesses, net of cash acquired ( 35.5 ) ( 12.9 ) ( 75.3 ) Other investing activities 11.5 ( 1.7 ) ( 3.5 ) Net cash used for investing activities ( 90.7 ) ( 62.2 ) ( 117.9 ) Cash flows from financing activities: Borrowings on credit facility, net of repayments ( 18.0 ) 18.0 — Issuances of long-term debt — — 493.8 Repayments of long-term debt — — ( 401.1 ) Repurchases of common stock ( 266.6 ) ( 514.8 ) ( 434.9 ) Proceeds from stock option exercises and other 2.7 12.5 3.2 Payments of taxes withheld on net settlement of equity awards ( 14.2 ) ( 8.6 ) ( 4.5 ) Dividends paid ( 16.8 ) ( 18.1 ) ( 19.1 ) Other financing activities — ( 1.4 ) — Net cash used for financing activities ( 312.9 ) ( 512.4 ) ( 362.6 ) Effect of exchange rate changes on cash and cash equivalents 0.2 ( 9.8 ) 2.4 Net change in cash and cash equivalents 174.7 ( 268.1 ) ( 69.4 ) Cash and cash equivalents at beginning of year 223.2 491.3 560.7 Cash and cash equivalents at end of year $ 397.9 $ 223.2 $ 491.3 Supplemental cash flow information: Income taxes paid $ 147.2 $ 109.4 $ 86.4 Interest paid $ 27.9 $ 26.1 $ 22.2 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 35 Table of Contents ACUITY BRANDS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In millions) Common Stock Outstanding Shares (1) Amount Paid-in Capital Retained Earnings Accumulated Other Comprehensive Loss Items Treasury Stock, at cost Total Balance, August 31, 2020 38.9 $ 0.5 $ 963.6 $ 2,523.3 $ ( 132.7 ) $ ( 1,227.2 ) $ 2,127.5 Net income — — — 306.3 — — 306.3 Other comprehensive income, net of tax — — — — 34.5 — 34.5 Share-based payment amortization, issuances, and cancellations 0.1 — 28.8 — — — 28.8 Employee stock purchase plan issuances — — 1.0 — — — 1.0 Cash dividends of $ 0.52 per share paid on common stock — — — ( 19.1 ) — — ( 19.1 ) Stock options exercised — — 2.2 — — — 2.2 Cumulative effect of adoption of ASC 326 — — — ( 0.2 ) — — ( 0.2 ) Repurchases of common stock ( 3.8 ) — — — — ( 436.5 ) ( 436.5 ) Balance, August 31, 2021 35.2 0.5 995.6 2,810.3 ( 98.2 ) ( 1,663.7 ) 2,044.5 Net income — — — 384.0 — — 384.0 Other comprehensive loss, net of tax — — — — ( 27.6 ) — ( 27.6 ) Share-based payment amortization, issuances, and cancellations 0.1 — 28.2 — — — 28.2 Employee stock purchase plan issuances — — 1.8 — — — 1.8 Cash dividends of $ 0.52 per share paid on common stock — — — ( 18.1 ) — — ( 18.1 ) Stock options exercised 0.1 — 10.7 — — — 10.7 Repurchases of common stock ( 2.9 ) — — — — ( 511.7 ) ( 511.7 ) Balance, August 31, 2022 32.5 0.5 1,036.3 3,176.2 ( 125.8 ) ( 2,175.4 ) 1,911.8 Net income — — — 346.0 — — 346.0 Other comprehensive income, net of tax — — — — 13.2 — 13.2 Share-based payment amortization, issuances, and cancellations 0.2 — 27.8 — — — 27.8 Employee stock purchase plan issuances — — 1.5 — — — 1.5 Cash dividends of $ 0.52 per share paid on common stock — — — ( 16.8 ) — — ( 16.8 ) Stock options exercised — — 1.2 — — — 1.2 Repurchases of common stock ( 1.6 ) — — — — ( 269.3 ) ( 269.3 ) Balance, August 31, 2023 31.1 $ 0.5 $ 1,066.8 $ 3,505.4 $ ( 112.6 ) $ ( 2,444.7 ) $ 2,015.4 ______________________________ (1) Share activity and balances above calculated using rounded numbers. The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. 36 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Description of Business and Basis of Presentation Acuity Brands, Inc. (referred to herein as “we,” “our,” “us,” the “Company,” or similar references) is a market-leading industrial technology company. We use technology to solve problems in spaces and light. Through our two business segments, Acuity Brands Lighting and Lighting Controls (“ABL”) and the Intelligent Spaces Group (“ISG”), we design, manufacture, and bring to market products and services that make a valuable difference in people's lives. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications. ABL Segment Our ABL strategy is to increase product vitality, improve service levels, use technology to improve and differentiate both our products and our services, and drive productivity. ABL's portfolio of lighting solutions includes commercial, architectural, and specialty lighting in addition to lighting controls and components that can be combined to create integrated lighting controls systems. We offer devices such as luminaires that predominantly utilize light emitting diode (“LED”) technology designed to optimize energy efficiency and comfort for various indoor and outdoor applications. ABL's portfolio of products includes but is not limited to the following brands: A-Light TM , Aculux TM , American Electric Lighting ® , Cyclone TM , Dark to Light ® , eldoLED ® , Eureka ® , Gotham ® , Healthcare Lighting ® , Holophane ® , Hydrel ® , Indy TM , IOTA ® , Juno ® , Lithonia Lighting ® , Luminaire LED TM , Luminis ® , Mark Architectural Lighting TM , nLight ® , OPTOTRONIC ® , Peerless ® , RELOC ® Wiring Solutions, and Sensor Switch TM . Principal customers of ABL include electrical distributors, retail home improvement centers, electric utilities, national accounts, original equipment manufacturer (“OEM”) customers, digital retailers, lighting showrooms, and energy service companies. Our customers are located in North America and select international markets that serve new construction, renovation and retrofit, and maintenance and repair applications. ABL's lighting and lighting controls solutions are sold primarily through a network of independent sales agencies that cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, directly to large corporate accounts, and directly to OEM customers. Products are delivered directly from our manufacturing facilities or through a network of distribution centers, regional warehouses, and commercial warehouses using both common carriers and an internally-managed truck fleet. ISG Segment Our ISG strategy is to make spaces smarter, safer, and greener by connecting the edge to the cloud. ISG offers building management solutions and building management software. Our building management solutions include products for controlling heating, ventilation, air conditioning (“HVAC”); lighting; shades; refrigeration; and building access that deliver end-to-end optimization of those building systems. Our intelligent building software enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions. Through a connected and converged building system architecture, our software delivers different applications, allows clients to upgrade over time with natural refresh cycles, and deploys new capabilities. Customers of ISG primarily include system integrators as well as retail stores, airports, and enterprise campuses throughout North America and select international locations. ISG products and solutions are marketed under multiple brand names, including but not limited, to Atrius ® , Distech Controls ® , and KE2 Therm Solutions ® . Basis of Presentation We have prepared the Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) to present the financial position, results of operations, and cash flows of Acuity Brands, Inc. and its wholly-owned subsidiaries. 37 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 2 — Significant Accounting Policies Principles of Consolidation The Consolidated Financial Statements include the accounts of Acuity Brands, Inc. and its wholly-owned subsidiaries after elimination of intercompany transactions and accounts. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Revenue Recognition Refer to the Revenue Recognition footnote of the Notes to Consolidated Financial Statements for information related to our revenue recognition accounting policies. Cash and Cash Equivalents Cash in excess of daily requirements is invested in time deposits and marketable securities and is included in the accompanying balance sheets at fair value. We consider time deposits and marketable securities with an original maturity of three months or less when purchased to be cash equivalents. Accounts Receivable We record accounts receivable at net realizable value. This value includes a reserve for doubtful accounts to reflect our estimate of expected credit losses over the contractual term of our receivables. Our estimation of current expected credit losses reflects our considerations of historical write-offs, an analysis of past due accounts based on the contractual terms of the receivables, and the economic status of customers, if known. We additionally consider the impact of general economic conditions, including construction spending, unemployment rates, and macroeconomic growth, on our customers' future ability to meet their obligations. We believe that the reserve is sufficient to cover uncollectible amounts; however, there can be no assurance that unanticipated future business conditions of customers will not have a negative impact on our results of operations, financial condition, or cash flows. Concentrations of Credit Risk Concentrations of credit risk with respect to receivables, which are typically unsecured, are generally limited due to the wide variety of customers and markets using our lighting, lighting controls, building management systems, and location-aware applications as well as their dispersion across many different geographic areas. One customer accounted for approximately 10 % of receivables at August 31, 2023 and at August 31, 2022. No single customer accounted for more than 10% of net sales in fiscal 2023, 2022, or 2021. Reclassifications We may reclassify certain prior period amounts to conform to the current year presentation. No material reclassifications occurred during the current period. 38 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Inventories Inventories include materials, direct labor, inbound freight, customs, duties, tariffs, and related manufacturing overhead. Inventories are stated on a first-in, first-out basis at the lower of cost and net realizable value and consist of the following as of the dates presented (in millions): August 31, 2023 2022 Raw materials, supplies, and work in process (1) $ 214.0 $ 252.6 Finished goods 180.3 264.0 Inventories excluding reserves 394.3 516.6 Less: Reserves ( 25.8 ) ( 30.9 ) Total inventories $ 368.5 $ 485.7 _______________________________________ (1) Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, we do not believe the segregation of raw materials and work in process is meaningful information. We review inventory quantities on hand and record a provision for excess or obsolete inventory primarily based on estimated future demand and current market conditions. A significant change in customer demand or market conditions could render certain inventory obsolete and could have a material adverse impact on our operating results in the period the change occurs. The following table summarizes the changes in our inventory reserves for the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Beginning balance $ 30.9 $ 38.0 $ 49.3 Additions to reserve 16.2 15.7 21.4 Disposals of reserved inventory ( 20.6 ) ( 22.5 ) ( 32.7 ) Foreign currency translation adjustments ( 0.7 ) ( 0.3 ) — Ending balance $ 25.8 $ 30.9 $ 38.0 Assets Held for Sale We classify assets as held for sale when a plan for disposal is developed and approved, the asset is available for immediate sale, an active program to locate a buyer at a price reasonable in relation to current fair value is initiated, and transfer of the asset is expected to be completed within one year. We cease the depreciation and amortization of the assets when all of these criteria have been met and generally reflect balances within Prepayments and other current assets on our Consolidated Balance Sheets . We did not have any assets classified as held for sale at August 31, 2023 or August 31, 2022. During the year ended August 31, 2022, we sold one building classified as held for sale at August 31, 2021 with a total carrying value of $ 6.6 million for a gain of approximately $ 2.3 million. This gain is reflected in Selling, distribution, and administrative expenses within our Consolidated Statements of Comprehensive Income . 39 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Goodwill and Other Intangibles The changes in the carrying amount of goodwill during the periods presented by segment are summarized as follows (in millions): ABL ISG Total Balance as of August 31, 2021 $ 1,022.2 $ 72.5 $ 1,094.7 Adjustments to provisional amounts from acquired businesses 2.3 — 2.3 Foreign currency translation adjustments ( 10.3 ) ( 2.4 ) ( 12.7 ) Balance as of August 31, 2022 1,014.2 70.1 1,084.3 Additions from acquired businesses — 15.2 15.2 Adjustments to provisional amounts from acquired businesses — ( 0.2 ) ( 0.2 ) Derecognitions for divestitures ( 0.7 ) — ( 0.7 ) Foreign currency translation adjustments 0.9 ( 1.6 ) ( 0.7 ) Balance as of August 31, 2023 $ 1,014.4 $ 83.5 $ 1,097.9 Through multiple acquisitions, we acquired definite-lived intangible assets that are amortized over their estimated useful lives. Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely. Significant estimates and assumptions were used to determine the initial fair value of these acquired intangible assets, including estimated future short-term and long-term net sales and profitability, customer attrition rates, royalty rates, and discount rates. Certain of our intangible assets are attributable to foreign operations and are impacted by currency translation due to movements in foreign currency rates year over year. Summarized information for our intangible assets is as follows as of the dates presented (in millions except amortization periods): August 31, 2023 2022 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Definite-lived intangible assets: Patents and patented technology $ 158.8 $ ( 122.3 ) $ 160.8 $ ( 116.0 ) Trademarks and trade names 45.5 ( 18.4 ) 27.2 ( 18.3 ) Distribution network 61.8 ( 49.4 ) 61.8 ( 47.3 ) Customer relationships 425.0 ( 155.4 ) 427.7 ( 140.4 ) Total definite-lived intangible assets $ 691.1 $ ( 345.5 ) $ 677.5 $ ( 322.0 ) Indefinite-lived trade names $ 135.6 $ 173.7 We recorded amortization expense of $ 42.1 million, $ 41.0 million, and $ 40.7 million related to acquired intangible assets during fiscal 2023, 2022 , and 2021, respectively. Amortization expense is generally recorded on a straight-line basis and is expected to be approximately $ 39.6 million in fiscal 2024, $ 32.2 million in fiscal 2025, $ 29.5 million in fiscal 2026, $ 28.0 million in fiscal 2027, and $ 23.9 million in fiscal 2028. We test goodwill and indefinite-lived intangible assets for impairment on an annual basis as of the first date of our fourth fiscal quarter (June 1) or more frequently if facts and circumstances indicate an asset is more likely than not impaired, as required by Accounting Standards Codification (“ASC”) Topic 350, Intangibles—Goodwill and Other (“ASC 350”). ASC 350 allows for an optional qualitative analysis for goodwill to determine the likelihood of impairment. If the qualitative review results in a more likely than not probability of impairment, a quantitative analysis is required. The qualitative step may be bypassed entirely in favor of a quantitative test. The quantitative analysis for goodwill tests for impairments by comparing the fair value of a reporting unit to its carrying value, including goodwill. Reporting unit fair values can be determined based on a combination of valuation techniques including the expected present value of future cash flows, a market multiple approach, and a comparable transaction approach. If the fair value of a reporting unit exceeds its carrying value, goodwill is not 40 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS considered impaired. Conversely, if the carrying value of a reporting unit exceeds its fair value, an impairment charge for the difference would be recorded. In fiscal 2023, 2022, and 2021, we used a quantitative analysis to calculate the fair value of our reporting units using a combination of discounted future cash flows and relevant market multiples. The analysis for goodwill did no t result in an impairment charge during fiscal 2023, 2022, or 2021. We performed our annual indefinite-lived intangible asset impairment analyses on the first day of our fiscal fourth quarter (June 1) for each period presented. As of June 1, 2023, the current fiscal year testing date, we held 13 indefinite-lived intangible assets with an aggregate carrying value of $ 173.4 million. The impairment test for indefinite-lived trade names compares the fair value of a trade name with its carrying value. If the carrying amount exceeds the estimated fair value, an impairment loss would be recorded for the amount of the excess. We estimate the fair value of indefinite-lived trade names using a fair value model based on discounted future cash flows. Significant assumptions, including estimated future short-term and long-term net sales, royalty rates, and discount rates, are used in the determination of estimated fair value for indefinite-lived trade names. Refer to the Fair Value Measurement footnote of the Notes to Consolidated Financial Statements for further information regarding significant assumptions used in our fiscal 2023 impairment test. Based on the results of the indefinite-lived intangible asset analyses for fiscal 2023, we recorded an impairment charge of $ 14.0 million for six trade names within Special Charges in the Consolidated Statements of Comprehensive Income related to our ABL segment. We also determined five of these trade names no longer have indefinite lives. These trade names were classified as definite-lived as of June 1, 2023 and will be amortized over 15 years. The impairment analyses for fiscal 2023 of the other seven indefinite-lived intangible assets indicated that their fair values exceeded their carrying values. The impairment analyses of our indefinite-lived intangible assets indicated that their fair values exceeded their carrying values for fiscal 2022 and fiscal 2021. Other Long-Term Assets Other long-term assets consist of the following items whose economic benefits are expected to be realized greater than one year from the dates presented (in millions): August 31, 2023 2022 Deferred costs and other assets (1) (2) $ 29.9 $ 28.1 Investments in debt and equity securities 7.2 11.9 Pensions plans in which plan assets exceed benefit obligation 12.4 8.0 Total other long-term assets $ 49.5 $ 48.0 _______________________________________ (1) Estimated recoveries of warranty and recall costs, net of estimated credit losses, expected to be recovered greater than one year from the respective balance sheet dates are included in this category. (2) Included within this category are company-owned life insurance investments. We maintain life insurance policies on 56 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, 2023. 41 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Current Liabilities Other current liabilities consist of the following as of the dates presented (in millions): August 31, 2023 2022 Customer incentive programs (1) $ 31.6 $ 40.7 Refunds to customers (1) 25.6 28.0 Current deferred revenues (1) 14.1 11.4 Sales commissions 35.7 41.9 Freight costs 15.0 22.8 Warranty and recall costs (2) 22.8 22.4 Tax-related items (3) 9.2 13.9 Interest on long-term debt (4) 2.3 2.3 Other 30.4 30.7 Total other current liabilities $ 186.7 $ 214.1 ____________________________________ (1) Refer to the Revenue Recognition footnote of the Notes to Consolidated Financial Statements for additional information. (2) Refer to the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements for additional information. (3) Includes accruals for income, property, sales and use, and value added taxes. (4) Refer to the Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for additional information. Other Long-Term Liabilities Other long-term liabilities consist of the following as of the dates presented (in millions): August 31, 2023 2022 Deferred compensation and postretirement benefits other than pensions (1) $ 45.6 $ 44.4 Deferred revenues (2) 47.6 53.1 Unrecognized tax position liabilities, including interest (3) 23.4 22.0 Self-insurance liabilities (4) 3.8 3.7 Product warranty and recall costs (4) 8.8 4.9 Other — 0.8 Total other long-term liabilities $ 129.2 $ 128.9 ____________________________________ (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. We maintain life insurance policies on certain former officers and other key employees as a means of satisfying a portion of these obligations. (2) Refer to the Revenue Recognition footnote of the Notes to Consolidated Financial Statements for additional information. (3) Refer to the Income Taxes footnote of the Notes to Consolidated Financial Statements for additional information. (4) Refer to the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements for additional information. Shipping and Handling Fees and Costs We include shipping and handling fees billed to customers in Net sales in the Consolidated Statements of Comprehensive Income . When a product is sold, the associated shipping and handling costs are recorded in the Consolidated Statements of Comprehensive Income based on their function. Costs associated with inbound freight and freight between manufacturing facilities and distribution centers are generally recorded in Cost of products sold, which may be capitalized into inventory . Other shipping and handling costs, which primarily include amounts incurred to transfer finished goods to a customer's desired location, are included in Selling, distribution, and administrative expenses and totaled $ 141.7 million, $ 151.2 million, and $ 132.0 million in fiscal 2023, 2022, and 2021, respectively. 42 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Share-based Payments We account for stock options, restricted stock, performance stock units, and stock units representing certain deferrals into the Nonemployee Director Deferred Compensation Plan (the “Director Plan”) or the Supplemental Deferred Savings Plan (“SDSP”) (both of which are discussed further in the Share-based Payments footnote) based on their grant-date fair values estimated under the provisions of ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). We generally recognize compensation cost for share-based payment transactions on a straight-line basis over an award's requisite service period as defined by ASC 718. We apply the accelerated attribution method in certain circumstances, such as when a performance stock unit is subject to graded vesting. For awards subject to a market condition, we consider both actual and derived service periods, as well as the expected performance period, to determine the appropriate compensation recognition method. We have recorded share-based payment expense, net of estimated forfeitures, in Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income . Share-based payment expense includes expense related to restricted stock, performance stock units, options issued, and stock units deferred into the Director Plan. We recorded $ 42.0 million, $ 37.4 million, and $ 32.5 million of share-based payment expense for the years ended August 31, 2023, 2022, and 2021, respectively. The total income tax benefit recognized for share-based payment expense was $ 7.2 million, $ 9.6 million, and $ 6.5 million for the years ended August 31, 2023, 2022, and 2021, respectively. Excess tax benefits and/or expense related to share-based payment awards are reported within Income tax expense on the Consolidated Statements of Comprehensive Income . We recognized net excess tax benefit related to share-based payment cost of $ 1.5 million and $ 4.8 million for the years ended August 31, 2023 and 2022, respectively. We recognized net excess tax expense related to share-based payment cost of $ 0.5 million for the year ended August 31, 2021. See the Share-based Payments footnote of the Notes to Consolidated Financial Statements for more information. Property, Plant, and Equipment Property, plant, and equipment is initially recorded at cost and depreciated principally on a straight-line basis using estimated useful lives of plant and equipment ( 3 to 40 years for buildings and related improvements and 2 to 15 years for machinery and equipment) for financial reporting purposes. Accelerated depreciation methods are used for income tax purposes. Leasehold improvements are amortized over the shorter of the life of the lease or the estimated useful life of the improvement . Land is not depreciated. Depreciation expense amounted to $ 51.1 million, $ 53.8 million, and $ 59.4 million during fiscal 2023, 2022, and 2021, respectively. The balance of property, plant, and equipment consists of the following as of the dates presented (in millions): August 31, 2023 2022 Land $ 23.0 $ 22.0 Buildings and leasehold improvements 210.9 202.3 Machinery and equipment 727.9 667.6 Total property, plant, and equipment, at cost 961.8 891.9 Less: Accumulated depreciation and amortization ( 664.2 ) ( 615.4 ) Property, plant, and equipment, net $ 297.6 $ 276.5 Research and Development Research and development (“R&D”) expense consists of compensation, payroll taxes, employee benefits, materials, supplies, and other administrative costs, but it does not include all new or enhanced product development costs. R&D expense is expensed as incurred and is included in Selling, distribution, and administrative expenses in our Consolidated Statements of Comprehensive Income . R&D expense amounted to $ 97.1 million, $ 95.1 million, and $ 88.3 million during fiscal 2023, 2022 , and 2021, respectively. 43 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Advertising Advertising costs are expensed as incurred and are included within Selling, distribution, and administrative expenses in our Consolidated Statements of Comprehensive Income . These costs totaled $ 21.9 million, $ 19.3 million, and $ 15.9 million during fiscal 2023, 2022 , and 2021, respectively. Interest Expense, Net Interest expense, net , is comprised primarily of interest expense on long-term debt, line of credit borrowings, and loans that are secured by and presented net of company-owned life insurance policies on our Consolidated Balance Sheets . Interest expense is partially offset by interest income earned on cash and cash equivalents. The following table summarizes the components of Interest expense, net during the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Interest expense $ 27.9 $ 27.0 $ 24.2 Interest income ( 9.0 ) ( 2.1 ) ( 1.0 ) Interest expense, net $ 18.9 $ 24.9 $ 23.2 Miscellaneous Expense (Income), Net Miscellaneous expense (income), net , is comprised primarily of non-service related components of net periodic pension cost, gains and losses associated with foreign currency-related transactions, and non-operating gains and losses. During fiscal 2023 we reported an $ 11.2 million loss of the sale of our Sunoptics prismatic skylights business. The details of the Sunoptics sale are described in the Acquisitions and Divestitures footnote of the Notes to Consolidated Financial Statements . Amounts relating to foreign currency transactions consisted of net gains of $ 8.4 million in fiscal 2023, net gains of $ 5.3 million in fiscal 2022, and net losses of $ 1.3 million in fiscal 2021. Income Taxes We are taxed at statutory corporate rates after adjusting income reported for financial statement purposes for certain items that are treated differently for income tax purposes. Deferred income tax expenses or benefits result from changes during the year in cumulative temporary differences between the tax basis and book basis of assets and liabilities. Refer to the Income Taxes footnote of the Notes to Consolidated Financial Statements for additional information. Foreign Currency Translation The functional currency for foreign operations is generally the local currency where the foreign operations are domiciled. The translation of foreign currencies into U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using a weighted average exchange rate each month during the year. The gains or losses resulting from the balance sheet translation are included in Foreign currency translation adjustments in the Consolidated Statements of Comprehensive Income and are excluded from net income. Comprehensive Income Comprehensive income represents a measure of all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. Other comprehensive income (loss) items includes foreign currency translation and pension adjustments. 44 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the changes in each component of accumulated other comprehensive loss net of tax during the periods presented (in millions): Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items Balance as of August 31, 2021 $ ( 40.2 ) $ ( 58.0 ) $ ( 98.2 ) Other comprehensive (loss) income before reclassifications ( 33.3 ) 0.7 ( 32.6 ) Amounts reclassified from accumulated other comprehensive loss (1) — 5.0 5.0 Net current period other comprehensive (loss) income ( 33.3 ) 5.7 ( 27.6 ) Balance as of August 31, 2022 ( 73.5 ) ( 52.3 ) ( 125.8 ) Other comprehensive income before reclassifications 8.5 0.4 8.9 Amounts reclassified from accumulated other comprehensive loss (1) — 4.3 4.3 Net current period other comprehensive income 8.5 4.7 13.2 Balance as of August 31, 2023 $ ( 65.0 ) $ ( 47.6 ) $ ( 112.6 ) _______________________________________ (1) The before tax amounts of the defined benefit pension plan items are included in net periodic pension cost. See the Pension and Defined Contribution Plans footnote for additional details. The following table presents the tax expense or benefit allocated to each component of other comprehensive income (loss) during the periods presented (in millions): Year Ended August 31, 2023 2022 2021 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 $ 8.5 $ — $ 8.5 $ ( 33.3 ) $ — $ ( 33.3 ) $ 13.3 $ — $ 13.3 Defined benefit pension plans: Tax adjustments — — — — — — — ( 3.2 ) ( 3.2 ) Actuarial gains 0.4 — 0.4 0.7 — 0.7 17.5 ( 3.6 ) 13.9 Amortization of defined benefit pension items: Prior service cost 2.6 ( 0.6 ) 2.0 2.9 ( 0.7 ) 2.2 2.9 ( 0.6 ) 2.3 Actuarial losses 3.0 ( 0.7 ) 2.3 3.3 ( 0.8 ) 2.5 5.5 ( 1.2 ) 4.3 Settlement losses — — — 0.4 ( 0.1 ) 0.3 3.9 — 3.9 Total defined benefit plans, net 6.0 ( 1.3 ) 4.7 7.3 ( 1.6 ) 5.7 29.8 ( 8.6 ) 21.2 Other comprehensive income (loss) $ 14.5 $ ( 1.3 ) $ 13.2 $ ( 26.0 ) $ ( 1.6 ) $ ( 27.6 ) $ 43.1 $ ( 8.6 ) $ 34.5 Note 3 — New Accounting Pronouncements Accounting Standards Adopted in Fiscal 2023 Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) In October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-08, which requires companies to recognize and measure contract assets and contract liabilities acquired in a business combination as if the acquiring company originated the related revenue contracts. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, or our fiscal 2024, with early adoption permitted, including in an interim period. We early adopted ASU 2021-08 as of May 15, 2023, on a prospective basis, as permitted by the standard, and applied its provisions to our current period acquisition. This standard did not have a material effect on our fiscal 2023 acquisition or our financial condition, results of operations, or cash flows. 45 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounting Standards Yet to Be Adopted ASU 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (“ASU 2023-02” ) In March 2023, the FASB issued ASU 2023-02, which expands the permitted use of the proportional amortization method of accounting for certain tax-related investments if certain conditions are met. ASU 2023-02 is effective for fiscal years beginning after December 15, 2023, or our fiscal 2025, with early adoption permitted, including in an interim period. As of August 31, 2023, we do not hold any qualifying investments. Therefore, we do not expect ASU 2023-02 to have a material impact on our financial condition, results of operations, or cash flows. All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable. Note 4 — Acquisitions and Divestitures Acquisitions The following discussion relates to fiscal 2023 and 2021 acquisitions. There were no acquisitions during fiscal 2022. The $ 12.9 million of cash outflows reflected in the fiscal 2022 Consolidated Statements of Cash Flows relate to fiscal 2021 acquisitions primarily for working capital settlements. Fiscal 2023 Acquisitions On May 15, 2023, using cash on hand, we acquired all of the equity interests of KE2 Therm Solutions, Inc. (“KE2 Therm”). KE2 Therm develops and provides intelligent refrigeration control solutions that deliver the precision of digital controls to promote safety, efficiency, and reliability, while delivering cost savings to the customer. This acquisition is intended to expand ISG's technology and controls product portfolio and reach new customers . We accounted for the acquisition of KE2 Therm in accordance with Accounting Standards Codification (“ASC”) Topic 805 , Business Combinations (“ASC 805”). Acquired assets and liabilities were recorded at their estimated acquisition-date fair values. Acquisition-related costs were expensed as incurred and were not material to our financial statements. The aggregate purchase price of these acquisitions reflects preliminary goodwill within the ISG segment of $ 15.0 million at August 31, 2023, which is not expected to be deductible for tax purposes. The goodwill is primarily comprised of expected benefits related to expanding ISG's technology and controls product portfolio as well as the trained workforce acquired with these businesses and expected synergies from combining the operations of KE2 Therm with our operations. We additionally recorded preliminary gross intangible assets of $ 18.0 million as of August 31, 2023, which reflect estimates for definite-lived intangibles with a preliminary estimated weighted average useful life of approximately 15 years. Amounts recorded for acquired assets and liabilities are deemed to be provisional until disclosed otherwise as we continue to gather information related to the identification and valuation of acquired assets and liabilities including, but not limited to, intangible assets and tax-related items. The operating results of KE2 Therm have been included in our financial statements since the date of acquisition and are not material to our financial condition, results of operations, or cash flows. Fiscal 2021 Acquisitions ams OSRAM's North American Digital Systems Business On July 1, 2021, using cash on hand, we acquired certain assets and liabilities of ams OSRAM’s North American Digital Systems business (“OSRAM DS”). This acquisition is intended to enhance our LED driver and controls technology portfolio and accelerate our innovation, expand our access to market through a more fulsome OEM product offering, and give us more control over our supply chain. 46 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Rockpile Ventures, Inc. On May 18, 2021, using cash on hand, we acquired all of the equity interests of Rockpile Ventures, Inc., ( “Rockpile Ventures”) an accelerator of edge artificial intelligence (“AI”) startups. Rockpile Ventures helps early-stage artificial intelligence companies drive co-engineering and co-selling partnerships with major cloud ecosystems, enabling faster adoption from proof-of-concept trials to market scale. Accounting for Fiscal 2021 Acquisitions We accounted for the acquisitions of Rockpile Ventures and OSRAM DS (collectively the “2021 Acquisitions”) in accordance with ASC 805. We finalized the acquisition accounting for the 2021 Acquisitions during fiscal 2022. There were no material changes to our financial statements as a result of the finalization of the acquisition accounting for these acquisitions. The aggregate purchase price of the 2021 Acquisitions reflects goodwill of $ 12.3 million and definite-lived customer-based intangible assets of $ 6.7 million, which have a useful life of approximately 11 years. Goodwill recognized from the 2021 Acquisitions is comprised primarily of expected synergies from obtaining more control over our supply chain and technology, combining the operations of the acquired business with our operations, and acquiring the associated trained workforce. Goodwill from the 2021 Acquisitions totaling $ 9.2 million is tax deductible. Divestitures We sold our Sunoptics prismatic skylights business in November 2022. We transferred assets with a total carrying value of $ 15.1 million, which primarily consisted of intangibles with definite lives, inventories, and allocated goodwill from the ABL segment. We recognized a pre-tax loss on the sale of $ 11.2 million within Miscellaneous expense (income), net on the Consolidated Statements of Comprehensive Income . Additionally, we recorded impairment charges for certain retained assets as well as associate severance and other costs related to the sale. These items are included within Special charges on the Consolidated Statements of Comprehensive Income . See the Special Charges and Fair Value Measurements footnotes of the Notes to Consolidated Financial Statements for further details. There were no divestitures during fiscal 2022 or 2021. Note 5 — Fair Value Measurements We determine fair value measurements based on the assumptions a market participant would use in pricing an asset or liability. ASC Topic 820, Fair Value Measurement (“ASC 820”), establishes a three-level hierarchy that distinguishes between market participant assumptions based on (i) unadjusted quoted prices for identical assets or liabilities in an active market (Level 1), (ii) quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability (Level 2), and (iii) prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (Level 3). We utilize valuation methodologies to determine the fair values of our financial assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as prescribed in ASC 820. All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and relevance of the fair values. There were no material changes to the valuation methods or assumptions used to determine fair values during the current period. No transfers between the levels of the fair value hierarchy occurred during the current fiscal period. In the event of a transfer in or out of a level within the fair value hierarchy, the transfers would be recognized on the date of occurrence. We may from time to time be required to remeasure the carrying value of certain assets and liabilities to fair value on a nonrecurring basis. Such adjustments typically arise if we determine that certain of our assets are impaired. 47 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Financial Instruments Recorded at Fair Value The following table summarizes balances and the fair value hierarchy level of our financial instruments recorded at fair value on a recurring basis as of the dates presented (in millions): August 31, 2023 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Cash and cash equivalents $ 397.9 $ — $ — $ 397.9 $ 223.2 $ — $ — $ 223.2 Other financial instruments — 0.4 — 0.4 — — — — Assets in fair value hierarchy 397.9 0.4 — 398.3 223.2 — — 223.2 Other investments (1) 7.2 11.9 Total assets at fair value $ 397.9 $ 0.4 $ — $ 405.5 $ 223.2 $ — $ — $ 235.1 ____________________________________ (1) Includes strategic investments in privately-held entities over which we do not exercise significant influence or control without readily determinable fair values. Amounts are recorded at cost less any impairment adjusted for observable price changes, if any. During the second quarter of fiscal 2023, we received cash for the cancellation of a strategic investment, whose underlying company was acquired by a third party. We also received preferred equity in the third party with a cost basis of $ 2.5 million that is accounted for under ASC 320, Investments—Debt Securities using discounted cash flows based on rates of similar instruments (Level 2). During the year ended August 31, 2023, we recorded an allowance for credit loss for this investment for its full cost basis. This credit loss reflected a decline in the underlying company's financial condition and long-term prospects, which included a suspension of dividend payments owed to us as well as a significant market decline in its publicly traded securities, including similar preferred equities. This impairment charge is reflected in Miscellaneous expense (income), net for the year ended August 31, 2023 within our Consolidated Statements of Comprehensive Income. Accrued interest related to this investment was not material to our financial statements. We had no credit losses on our investments at August 31, 2022. Nonrecurring Fair Value Measurements The following table summarizes information related to our nonrecurring fair value measurements during the current fiscal year (in millions): Measurement Date Fair Value Hierarchy Level Fair Value Indefinite-lived trade names June 1, 2023 Level 3 $ 46.5 Right of use operating lease asset group November 30, 2022 Level 3 3.4 Total assets at nonrecurring fair value $ 49.9 Indefinite-Lived Trade Names We performed an evaluation of the fair values of our indefinite-lived trade names as of June 1, 2023. Our analyses indicated that the carrying values of six of our trade names exceeded their fair values due primarily to expectations of the associated brands' future performance compared to original expectations at acquisition date as well as increases in overall discount rates. The total fair value of these trade names at June 1, 2023 totaled $ 46.5 million, which resulted in an impairment charge of $ 14.0 million. This charge is reflected within Special Charges on the Consolidated Statements of Comprehensive Income and relates to our ABL segment. We also determined the remaining value for five of these indefinite-lived trade names no longer have indefinite lives. These trade names were classified as definite-lived as of June 1, 2023 and will be amortized over 15 years. The impairment analyses of the other seven indefinite-lived intangible assets indicated that their fair values exceeded their carrying values. We utilized significant assumptions to estimate the fair values of our indefinite-lived trade names using a fair value model based on discounted future cash flows (“fair value model”) in accordance with ASC 820. Future cash flows associated with our indefinite-lived trade names were calculated by multiplying a theoretical royalty rate a willing 48 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS third party would pay for use of the particular trade name by estimated future net sales attributable to the relevant trade name. The present value of the resulting after-tax cash flows reflected our estimate of the fair value of each trade name. This fair value model required us to make several significant assumptions, including specific estimated future net sales (including short and long-term growth rates), a royalty rate, and a discount rate for each trade name. Future net sales and short-term growth rates are estimated for trade names based on management’s financial forecasts, which consider key business drivers, such as specific revenue growth initiatives, market share changes, expected growth in our addressable market, and general economic factors, such as macroeconomic conditions, credit availability, and interest rates. Our expected revenues as of June 1, 2023 were based on our fiscal 2023 and 2024 projections as well as recent third-party lighting, controls, and building technology solutions market growth estimates through 2028. We also included revenue growth estimates based on current initiatives expected to help improve performance, as appropriate. The long-term growth rate used in determining terminal value was estimated at 2.5 % and was based primarily on our understanding of projections for expected long-term growth for our addressable market and historical long-term performance. The theoretical royalty rate was estimated primarily using management’s assumptions regarding the amount a willing third party would pay to use the particular trade name and was compared with market information for similar intellectual property within and outside of the industry. During fiscal 2023, estimated theoretical royalty rates ranged between 1 % and 3 %. We based discount rates on the Capital Asset Pricing Model, which considers a current risk-free interest rate, beta, market risk premium, and size premium appropriate for each intangible. We utilized a range of estimated discount rates between 11 % and 13 % as of June 1, 2023. Any reasonably likely change in the assumptions used in the analyses for our trade names, including revenue growth rates, royalty rates, and discount rates, would not be material to our financial condition or results of operations. Right of Use Operating Lease Asset Group In connection with our sale of our Sunoptics prismatic skylights business in November 2022, we retained certain assets, primarily right of use lease assets, that we did not plan to continue using in our manufacturing operations. Accordingly, we assessed the recoverability of these assets using an undiscounted cash flow model and concluded that the carrying values of the assets were not fully recoverable, which triggered an impairment test for these assets. Our impairment test indicated that the fair value of the assets totaled $ 3.4 million, which resulted in an impairment charge of $ 4.3 million. This amount is included within Special charges on the Consolidated Statements of Comprehensive Income . The recoverability and impairment test required significant assumptions including estimated future cash flows, the identification of assets within the asset group, and the determination of appropriate discount rates. Future cash flows were largely based both on third-party market date for sublease rental rates as well as our historic experience in subleasing properties. The discount rate was calculated using a methodology consistent with our incremental borrowing rate for leases initiated at that time and approximated the high end of our weighted average discount rate for operating leases described in the Leases footnote of the Notes to Consolidated Financial Statements. Disclosures of Fair Value of Financial Instruments Disclosures of fair value information about financial instruments, for which it is practicable to estimate that value, are required each reporting period in addition to any financial instruments carried at fair value on a recurring basis as prescribed by ASC Topic 825, Financial Instruments (“ASC 825”). In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Fair value for our outstanding debt obligations is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2). Our senior unsecured public notes are carried at the outstanding balance, net of unamortized bond discount and deferred costs, as of the end of the reporting period. The estimated fair value of our senior unsecured public notes was $ 401.4 million and $ 399.2 million as of August 31, 2023 and 2022, respectively. We had no short-term borrowings and $ 18.0 million of short-term borrowings outstanding under our revolving credit facility as of August 31, 2023 and 2022, respectively. These borrowings are variable-rate instruments that reset on a 49 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS frequent short-term basis; therefore, we estimate that any outstanding carrying values of these instruments, which are equal to their face amounts, approximate their fair values. See Debt and Lines of Credit footnote for further details on our outstanding borrowings. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value to us. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating our management of liquidity and other risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above. Note 6 — Leases We lease property and equipment under operating lease arrangements, most of which relate to distribution centers and manufacturing facilities in the U.S., Mexico, and Canada. We include both the contractual term as well as any renewal option that we are reasonably certain to exercise in the determination of our lease terms. For leases with a term of greater than 12 months, we value lease liabilities as the present value of the lease payments over the related term. Related assets are equal to the calculated lease liabilities adjusted for incentives and other items as prescribed by ASC Topic 842, Leases (“ASC 842”). Lease payments generally consist of fixed amounts, and variable amounts based on a market rate or an index are not material to our consolidated lease cost. We have elected to use the practical expedient present in ASC 842 to not separate lease and non-lease components for all significant underlying asset classes and instead account for them together as a single lease component in the measurement of our lease liabilities. We apply the short-term lease exception to leases with a term of 12 months or less and exclude such leases from our Consolidated Balance Sheets . Payments related to these short-term leases are expensed on a straight-line basis over the lease term and are reflected as a component of lease cost within our Consolidated Statements of Comprehensive Income . Generally, the rates implicit in our leases are not readily determinable. Therefore, we discount future lease payments using our estimated incremental borrowing rate at lease commencement. We determine this rate based on a credit-adjusted risk-free rate, which approximates a secured rate over the lease term. The weighted average discount rate for operating leases was 3.5 % and 2.5 % as of August 31, 2023 and 2022, respectively. The following table presents the future undiscounted payments due on our operating lease liabilities as well as a reconciliation of those payments to our operating lease liabilities recorded as of the date presented (in millions): Fiscal year August 31, 2023 2024 $ 22.5 2025 20.9 2026 16.5 2027 12.5 2028 8.9 Thereafter 24.0 Total undiscounted lease payments 105.3 Less: Discount due to interest ( 10.1 ) Present value of lease liabilities $ 95.2 The weighted average remaining lease term for our operating leases was six years as of August 31, 2023. 50 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Lease cost is recorded within Cost of products sold, and may be capitalized into inventory as manufacturing overhead, or Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income based on the primary use of the related right of use (“ROU”) asset. The components of total lease cost were as follows during the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Operating lease cost $ 22.3 $ 18.8 $ 18.3 Variable lease cost 4.2 2.7 2.0 Short-term lease cost 3.6 4.3 2.2 Total lease cost $ 30.1 $ 25.8 $ 22.5 Cash paid for operating lease liabilities during the year ended August 31, 2023, 2022, and 2021 was $ 20.1 million, $ 18.5 million, and $ 26.2 million, respectively. ROU assets obtained in exchange for lease liabilities during the year ended August 31, 2023 and 2022 were $ 29.9 million and $ 37.3 million, respectively. We have no significant leases that have not yet commenced as of August 31, 2023 that create significant rights and obligations. We have subleased certain properties. Lease income from these subleases is recognized in the Consolidated Statements of Comprehensive Income as it is earned and is not material to our consolidated results of operations. We do not have any other significant transactions in which we are the lessor. During fiscal 2023 and 2022, we committed to plans to vacate certain leased properties, which indicated that it was more likely than not that the fair value of the related ROU assets were below their carrying values. We assessed the recoverability of these assets using an undiscounted cash flow model and concluded that the carrying values of the assets were not fully recoverable. We recorded impairment charges of $ 4.3 million related to these assets using a discounted cash flow model to estimate their fair values in fiscal 2023. The fiscal 2023 impairment was related to the ABL segment. The impairments were recorded within Special charges in the Consolidated Statements of Comprehensive Income . See the Special Charges footnote of the Notes to Consolidated Financial Statements for further details on the fiscal 2023 impairment. The recoverability and impairment tests required significant assumptions including estimated future cash flows, the identification of assets within each asset group, and the determination of appropriate discount rates. No impairments were recorded for leases in fiscal 2021. Note 7 — Debt and Lines of Credit Our debt is carried at the outstanding balance net of any related unamortized discounts and deferred costs and consists of the following as of the dates presented (in millions): August 31, 2023 2022 Senior unsecured public notes due December 2030, principal $ 500.0 $ 500.0 Senior unsecured public notes due December 2030, unamortized discount and deferred costs ( 4.4 ) ( 5.0 ) Short-term borrowings under credit facility — 18.0 Total debt $ 495.6 $ 513.0 Our next scheduled future principal payment of long-term debt is $ 500.0 million due upon the maturity of the senior unsecured notes in December 2030. 51 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Long-term Debt On November 10, 2020, Acuity Brands Lighting, Inc. issued $ 500.0 million aggregate principal amount of 2.150 % senior unsecured notes due December 15, 2030 (the “Unsecured Notes”) at a price equal to 99.737 % of their face value. Interest on the Unsecured Notes is paid semi-annually in arrears on June 15 and December 15 of each year. We recorded $ 4.8 million of deferred issuance costs related to the Unsecured Notes as a direct deduction from the face amount of the Unsecured Notes. These issuance costs are amortized over the 10-year term of the Unsecured Notes. The Unsecured Notes are fully and unconditionally guaranteed on a senior unsecured basis by Acuity Brands, Inc. and ABL IP Holding LLC, a wholly-owned subsidiary of Acuity Brands, Inc. Lines of Credit On June 30, 2022, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides us with a $ 600.0 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) with the ability to request an additional $ 400.0 million of borrowing capacity. The Revolving Credit Facility replaced our previous credit agreement set to expire on June 30, 2022, the details of which can be found in the fiscal 2021 Debt and Lines of Credit footnote of the Notes to Consolidated Footnotes within our 2021 Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 27, 2021. The Revolving Credit Facility uses the Secured Overnight Financing Rate (“SOFR”) as the applicable benchmark for U.S. Dollar borrowings and an applicable benchmark rate for non-U.S. Dollar borrowings as defined in the Credit Agreement. The applicable margin pricing grid mechanics are based on the better of our public credit ratings or our net leverage ratio and range from 0.80 % to 1.20 % for base rate borrowings and from 0.00 % to 0.20 % for floating rate advances. We are also required to pay certain fees in connection with the Credit Agreement, including administrative service fees and annual facility fees, which range from 0.075 % to 0.175 % of the aggregate $ 600.0 million remaining commitment of the lenders under the Credit Agreement. The Credit Agreement contains a leverage ratio covenant (“Maximum Leverage Ratio”) of total indebtedness to earnings before interest, tax, depreciation, and amortization (“EBITDA”), as such terms are defined in the Credit Agreement. These ratios are computed at the end of each fiscal quarter for the most recent 12-month period. The Credit Agreement generally allows for a Maximum Leverage Ratio of 3.75 (subject to temporary increase to 4.25 in the event of a significant acquisition) and allows netting of all unrestricted cash and cash equivalents against debt. We had no short-term borrowings at August 31, 2023 and $ 18.0 million in short-term borrowings at August 31, 2022 outstanding under the Revolving Credit Facility. We were in compliance with all financial covenants under the Credit Agreement as of August 31, 2023. At August 31, 2023, we had additional borrowing capacity under the Credit Agreement of $ 596.2 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility less outstanding letters of credit of $ 3.8 million issued under the Revolving Credit Facility, primarily for securing collateral requirements under our casualty insurance premiums. None of our existing debt instruments include provisions that would require an acceleration of repayments based solely on changes in our credit ratings. Borrowings and repayments on our Revolving Credit Facility with terms of three months or less are reported on a net basis on our Consolidated Statements of Cash Flows . Note 8 — Commitments and Contingencies Self-Insurance Our policy is to self-insure up to certain limits traditional risks, including workers’ compensation, comprehensive general liability, and auto liability. Our self-insured retention for each claim involving workers’ compensation, comprehensive general liability (including product liability claims), and auto liability is limited per occurrence of such claims. A provision for claims under this self-insured program, based on our estimate of the aggregate liability for claims incurred, is revised and recorded annually. The estimate is derived from both internal and external sources including, but not limited to, our independent actuary. We are also self-insured up to certain limits for certain other insurable risks, primarily physical loss to property and business interruptions resulting from such loss lasting two days or more in duration. Insurance coverage is maintained for catastrophic property and casualty exposures, as 52 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS well as those risks required to be insured by law or contract. We are fully self-insured for certain other types of liabilities, including environmental, product recall, warranty, and patent infringement. The actuarial estimates are subject to uncertainty from various sources including, among others, changes in claim reporting patterns, claim settlement patterns, actual claims, judicial decisions, legislation, and economic conditions. Although we believe that the actuarial estimates are reasonable, significant differences related to the items noted above could materially affect our self-insurance obligations, future expense, and cash flows. We are also self-insured for the majority of our medical benefit plans up to certain limits. We estimate our aggregate liability for claims incurred by applying a lag factor to our historical claims and administrative cost experience. The appropriateness of our lag factor is evaluated annually and revised as necessary. Leases We lease certain of our buildings and equipment under noncancellable lease agreements. Please refer to the Leases footnote of the Notes to Consolidated Financial Statements for additional information. Collective Bargaining Agreements Approximately 65 % of our total work force is covered by collective bargaining agreements. Collective bargaining agreements representing approximately 57 % of our work force will expire within one year , primarily due to annual negotiations of union contracts in Mexico. Data Security Incidents On December 14, 2022, a former associate filed a putative class action complaint against the Company in the United States District Court for the Northern District of Georgia on behalf of all persons whose personal information was compromised as a result of data security incidents we experienced in October 2020 and/or December 2021. On January 25, 2023, a second putative class action complaint was filed in the same venue by two other former associates. Both complaints contain similar allegations and claim that the Company failed to exercise reasonable caution in securing and safeguarding associate information. On that basis, the complaints assert claims for negligence, breach of contract, breach of implied contract, unjust enrichment, breach of fiduciary duty, invasion of privacy, and breach of confidence. The plaintiffs seek class certification, monetary damages, certain injunctive relief regarding our data-security measures, additional credit-monitoring services, other equitable relief (including disgorgement), attorneys’ fees, costs, and pre- and post-judgment interest. The plaintiffs in both cases recently filed a notice of voluntary dismissal without prejudice of the suits in the Northern District of Georgia and refiled in state court. We continue to prepare our response strategy. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the early stages of the proceedings where key evidential and legal issues have not been resolved. In addition, we have received inquiries from, and it is also possible that investigations or other actions are taken by, state and/or federal agencies regarding the data security incidents and related data privacy matters. For these reasons, we are currently unable to predict the ultimate timing or outcome of or reasonably estimate the possible losses or a range of possible losses resulting from the matters described above. We have insurance, subject to certain terms and conditions, for these types of matters. Litigation We are subject to various other legal claims arising in the normal course of business, including patent infringement, employment matters, and product liability claims. Based on information currently available, it is the opinion of management that the ultimate resolution of pending and threatened legal proceedings will not have a material adverse effect on our financial condition, results of operations, or cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of any such matters, if unfavorable, could have a material adverse effect on our financial condition, results of operations, or cash flows in future periods. We establish estimated liabilities for legal claims when associated costs become probable and can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher than the amounts accrued for such claims. 53 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS However, we cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the accrued amounts. Environmental Matters Our operations are subject to numerous comprehensive laws and regulations relating to the generation, storage, handling, transportation, and disposal of hazardous substances, as well as solid and hazardous wastes, and to the remediation of contaminated sites. In addition, permits and environmental controls are required for certain operations to limit air and water pollution, and these permits are subject to modification, renewal, and revocation by issuing authorities. On an ongoing basis, we invest capital and incur operating costs relating to environmental compliance. Environmental laws and regulations have generally become stricter in recent years. We are not aware of any pending legislation or proposed regulation related to environmental issues that would have a material adverse effect. The cost of responding to future changes may be substantial. We establish accruals for known environmental claims when the associated costs become probable and can be reasonably estimated. The actual cost of environmental issues may be substantially higher than that accrued due to difficulty in estimating such costs. Guarantees and Indemnities We are a party to contracts entered into in the normal course of business in which it is common for us to agree to indemnify third parties for certain liabilities that may arise out of or relate to the subject matter of the contract. In most cases, we cannot estimate the potential amount of future payments under these indemnities until events arise that would result in a liability under the indemnities. Product Warranty and Recall Costs Our products generally have a standard warranty term of five years that assure our products comply with agreed upon specifications. We record an accrual for the estimated amount of future warranty costs in accordance with ASC Topic 450, Contingencies (“ASC 450”) when the related revenue is recognized. Estimated future warranty and recall costs are primarily based on historical experience of identified warranty and recall claims. Estimated costs related to product warranty and recall costs outside of our historical experience, which could include significant product recalls or formal campaigns soliciting repair or return of a product, are accrued when they are deemed to be probable and can be reasonably estimated. Any estimated or actual loss recoveries that offset our costs and payments are reflected as assets and included within Other current assets or Other long-term assets based on the timing of receipt of recovery. Recoveries are recorded net of allowances for credit losses. There can be no assurance that future warranty or recall costs will not exceed historical amounts, new technology products may not generate unexpected costs, and/or loss recoveries will not be fully collectible. If actual future warranty or recall costs exceed historical amounts or recoveries are no longer collectible, adjustments to our accruals and/or receivables may be warranted, which could have a material adverse impact on our results of operations and cash flows. Estimated liabilities for product warranty and recall costs are included in Other accrued liabilities or Other long-term liabilities on the Consolidated Balance Sheets based upon when we expect to settle the incurred warranty. The following table summarizes changes in the estimated liabilities for product warranty and recall costs during the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Beginning balance $ 27.3 $ 20.3 $ 16.1 Warranty and recall costs (1) 47.0 52.4 32.3 Payments and other deductions (1) ( 42.7 ) ( 45.4 ) ( 28.4 ) Acquired warranty and recall liabilities — — 0.3 Ending balance $ 31.6 $ 27.3 $ 20.3 ____________________________ (1) Amounts exclude any estimated or actual loss recoveries. 54 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 9 — Segment Information We present our financial results of operations for our two reportable segments, ABL and ISG, consistent with how our chief operating decision maker evaluates operating results, assesses performance, and allocates resources within the Company. The accounting policies of our reportable segments are the same as those described in the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements . Corporate expenses that are primarily administrative in function and benefit the Company on an entity-wide basis are not allocated to segments. These include expenses related to governance, policy setting, compliance, and certain other shared services functions. Additionally, net interest expense, net miscellaneous expense (income), and income tax expense are not allocated to segments. Beginning in fiscal 2023, we allocated special charges to operating segment information presented to the chief operating decision maker on a prospective basis. We allocated $ 25.0 million of the $ 26.9 million in special charges incurred during the year ended August 31, 2023 to the ABL segment; the remaining amounts of the fiscal 2023 charge were not allocated to a segment. We recorded no special charges during the year ended August 31, 2022. Special charges during the year ended August 31, 2021 of $ 3.3 million were not allocated to a segment. Also beginning in fiscal 2023, we allocated certain working capital assets and capital expenditures to our segments primarily to assess each segment's contribution to our consolidated operating cash flows and capital expenditures. Segment assets include accounts receivable and inventory. Unallocated assets are presented in corporate as a reconciling item to our total consolidated assets. We have restated prior periods to reflect allocated assets and capital expenditures by segment at August 31, 2022 and 2021. The following table presents financial information by operating segment for the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Net sales: ABL $ 3,722.8 $ 3,810.1 $ 3,287.3 ISG 252.7 216.1 190.0 Eliminations (1) ( 23.3 ) ( 20.1 ) ( 16.3 ) Total $ 3,952.2 $ 4,006.1 $ 3,461.0 Operating profit (loss): ABL (2) $ 509.5 $ 545.6 $ 476.2 ISG 32.1 22.7 9.9 Unallocated corporate amounts ( 68.2 ) ( 58.6 ) ( 58.5 ) Total $ 473.4 $ 509.7 $ 427.6 Depreciation and amortization: ABL $ 77.4 $ 79.3 $ 84.3 ISG 14.4 14.4 14.7 Unallocated corporate amounts 1.4 1.1 1.1 Total $ 93.2 $ 94.8 $ 100.1 Segment assets: ABL $ 870.1 $ 1,097.8 $ 925.3 ISG 53.7 53.8 45.2 Unallocated corporate amounts 2,484.7 2,328.6 2,604.6 Total $ 3,408.5 $ 3,480.2 $ 3,575.1 Capital expenditures: ABL $ 59.3 $ 51.7 $ 42.9 ISG 3.5 2.6 0.8 Unallocated corporate amounts 3.9 2.2 0.1 Total $ 66.7 $ 56.5 $ 43.8 ____________________________ (1) These amounts represent intersegment sales. Profit on these sales eliminates within gross profit on a consolidated basis. 55 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table reconciles operating profit by segment to income before income taxes (in millions): Year Ended August 31, 2023 2022 2021 Operating profit - ABL $ 509.5 $ 545.6 $ 476.2 Operating profit - ISG 32.1 22.7 9.9 Unallocated corporate amounts ( 68.2 ) ( 58.6 ) ( 58.5 ) Operating profit 473.4 509.7 427.6 Interest expense, net 18.9 24.9 23.2 Miscellaneous expense (income), net 7.8 ( 9.1 ) 8.2 Income before income taxes $ 446.7 $ 493.9 $ 396.2 During the fourth quarter of fiscal 2023, we recognized charges within our ABL segment of $ 14.0 million for trade name impairments, $ 4.1 million for employee severance costs, and $ 13.0 million for the collectability of a supplier warranty obligation owed to us for components we used in products manufactured and sold between 2017 and 2019. Note 10 — Revenue Recognition We recognize revenue when we transfer control of goods and services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for goods and services and is recognized net of rebates, sales incentives, product returns, and discounts to customers. We allocate the expected consideration to be collected to each distinct performance obligation identified in a sale based on its standalone selling price. Sales and use taxes collected on behalf of governmental authorities are excluded from revenues. Payment is generally due and received within 60 days from the point of sale. In some instances, such as for software as a service agreements, payment is made prior to the transfer of control of goods and services. Payment terms generally do not extend beyond one year, and we apply the significant financing component practical expedient within ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Accruals for cash discounts to customers are estimated using the expected value method based on historical experience and are recorded as a reduction to sales. Our standard terms and conditions of sale generally allow for the return of certain products within four months of the date of shipment. We also provide for limited product return rights to certain distributors and other customers, primarily for slow moving or damaged items subject to certain defined criteria. The limited product return rights generally allow customers to return resalable products purchased within a specified time period and subject to certain limitations, including, at times, when accompanied by a replacement order of equal or greater value. At the time revenue is recognized, we record a refund liability for the expected value of future returns primarily based on historical experience, specific notification of pending returns, or contractual terms with the respective customers. Although historical product returns generally have been within expectations, there can be no assurance that future product returns will not exceed historical amounts. A significant increase in product returns could have a material adverse impact on our operating results in future periods. Refund liabilities recorded under ASC 606 relating to rights of return, cash discounts, and other miscellaneous credits to customers were $ 25.6 million and $ 28.0 million as of August 31, 2023 and 2022, respectively, and are reflected within Other accrued liabilities on the Consolidated Balance Sheets . Additionally, we recorded right of return assets for products expected to be returned to our distribution centers, which are included within Prepayments and other current assets on the Consolidated Balance Sheets . Such assets totaled $ 4.9 million and $ 3.7 million as of August 31, 2023 and 2022, respectively. We also maintain one-time and ongoing promotions with our customers, which may include rebate, sales incentive, marketing, and trade-promotion programs with certain customers that require us to estimate and accrue the expected costs of such programs. These arrangements may include volume rebate incentives, cooperative marketing programs, merchandising of our products, introductory marketing funds for new products, and other trade-promotion activities conducted by the customer. Costs associated with these programs are generally estimated based on the most likely amount expected to be settled based on the context of the individual contract and are reflected within the Consolidated Statements of Comprehensive Income in accordance with ASC 606, which in most instances requires such costs to be recorded as reductions of revenue. Amounts due to our customers 56 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS associated with these programs totaled $ 31.6 million and $ 40.7 million as of August 31, 2023 and 2022, respectively, and are reflected within Other accrued liabilities on the Consolidated Balance Sheets . Costs to obtain and fulfill contracts, such as sales commissions, are generally short-term in nature and are generally expensed as incurred. Nature of Goods and Services Products Substantially all of the revenues for the periods presented were generated from short-term contracts with our customers to deliver only tangible goods such as luminaires, lighting controls, and controls for various building systems. We record revenue from these contracts when the customer obtains control of those goods. For sales designated free on board shipping point, control is transferred and revenue is recognized at the time of shipment. For sales designated free on board destination, customers take control and revenue is recognized when a product is delivered to the customer’s delivery site. Professional Services We collect fees associated with training, installation, and technical support services, primarily related to the set up of our lighting and building technology solutions. We recognize revenue for these one-time services at the time the service is performed. We also sell certain service-type warranties that extend coverages for products beyond their base warranties. We account for service-type warranties as distinct performance obligations and recognize revenue for these contracts ratably over the life of the additional warranty period. We allocate transaction price to our service-type warranties largely based on expectations of cost plus margin based on our estimate of future claims. These estimates are subject to a higher level of estimation uncertainty than other estimates, as we have less experience in costs in the extended warranty period. Claims related to service-type warranties are expensed as incurred. Software Software sales include licenses for software, data usage fees, and software as a service arrangements, which generally extend for one year or less. We recognize revenue for software based on the contractual rights provided to a customer, which typically results in the recognition of revenue ratably over the contractual service period. Shipping and Handling Activities We account for all shipping and handling activities for customers as activities to fulfill the promise to transfer products to our customers. As such, we do not consider shipping and handling activities to be separate performance obligations, and we expense these costs as incurred. Contracts with Multiple Performance Obligations A small portion of our revenue was derived from the combination of any or all of our products, professional services, and software licenses. Significant judgment may be required to determine which performance obligations are distinct and should be accounted for separately. We allocate the expected consideration to be collected to each distinct performance obligation based on its standalone selling price. Standalone selling price is generally determined using a cost plus margin valuation when no observable input is available. The amount of consideration allocated to each performance obligation is recognized as revenue in accordance with the timing for products, professional services, and software as described above. Contract Balances Our rights related to collections from customers are unconditional and are reflected within Accounts receivable on the Consolidated Balance Sheets . We do not have any other significant contract assets. Contract liabilities arise when we receive cash or an unconditional right to collect cash prior to the transfer of control of goods or services. The amount of transaction price from contracts with customers allocated to our contract liabilities consist of the following as of the dates presented (in millions): 57 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS August 31, 2023 2022 Current deferred revenues $ 14.1 $ 11.4 Non-current deferred revenues 47.6 53.1 Current deferred revenues primarily consist of software licenses as well as professional service and service-type warranty fees collected prior to performing the related service and are included within Other current liabilities on the Consolidated Balance Sheets . These services are expected to be performed within one year. Revenue earned from beginning contract balances during the year ended August 31, 2023 approximated the current deferred revenue balance at August 31, 2022. Non-current deferred revenues primarily consist of long-term service-type warranties, which are typically recognized ratably as revenue between five years and ten years from the date of sale, and are included within Other long-term liabilities on the Consolidated Balance Sheets. Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from August 31, 2023 and consist primarily of orders for physical goods that have not yet been shipped. Disaggregated Revenues Our ABL segment's lighting and lighting controls are sold primarily through independent sales agents who cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, directly to large corporate accounts, and through other distribution methods, including directly to OEM customers. ISG sells predominantly to system integrators. The following table shows revenue from contracts with customers by sales channel and reconciles to our segment information for the periods presented (in millions): Year Ended August 31, 2023 2022 2021 ABL: Independent sales network $ 2,671.0 $ 2,714.1 $ 2,400.5 Direct sales network 414.4 384.2 358.1 Retail sales 194.9 178.3 181.5 Corporate accounts 200.3 222.7 168.7 OEM and other 242.2 310.8 178.5 Total ABL 3,722.8 3,810.1 3,287.3 ISG 252.7 216.1 190.0 Eliminations ( 23.3 ) ( 20.1 ) ( 16.3 ) Total $ 3,952.2 $ 4,006.1 $ 3,461.0 Note 11 — Share-based Payments Omnibus Stock Compensation Incentive and Directors’ Equity Plans In January 2022, our stockholders approved the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Compensation Incentive Plan (the “Stock Incentive Plan”), which, among other things, increased the total number of shares authorized for issuance pursuant to the Stock Incentive Plan from 2.7 million to 3.6 million, with a corresponding increase to shares available for grant. The Compensation and Management Development Committee of the Board of Directors (the “Compensation Committee") is authorized to issue awards consisting of incentive and non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock awards, performance stock units, stock bonus awards, and cash-based awards to eligible employees, non-employee directors, and outside consultants. Shares available for grant under the Stock Incentive Plan were approximately 1.0 million, 1.1 million, and 0.3 million at August 31, 2023, 2022, and 2021, respectively. Any shares subject to an award under the Stock Incentive Plan 58 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS that are forfeited, canceled, expired, or settled for cash will be available for future grant under the Stock Incentive Plan. Our share-based payment awards are valued based on their grant date fair values as described further below. We recognize compensation cost for share-based payment transactions in accordance with ASC 718. For most of our awards, compensation cost is recognized on a straight-line basis over the award's requisite service period. We apply the accelerated attribution method in certain circumstances, such as when a performance stock unit is subject to graded vesting. For awards subject to a market condition, we consider both actual and derived service periods, as well as the expected performance period, to determine the appropriate compensation recognition method. Compensation expense recognized related to the awards under the current and prior equity incentive plans during the periods presented is summarized as follows (in millions): Year Ended August 31, 2023 2022 2021 Restricted stock awards and units $ 19.6 $ 17.2 $ 15.1 Performance stock units 15.2 9.9 6.8 Stock options 5.7 8.8 9.2 Director stock units 1.5 1.5 1.4 Total share-based payment expense $ 42.0 $ 37.4 $ 32.5 Restricted Stock As of August 31, 2023, we had approximately 0.3 million shares outstanding of restricted stock to officers, directors, and other key employees under the Stock Incentive Plan. Grants awarded prior to fiscal 2022 vest primarily over a four-year period, and grants awarded beginning in fiscal 2022 vest primarily over a three-year period. Our restricted stock grants are valued at the closing stock price on the date of the grant. Activity related to restricted stock awards during the periods presented was as follows (in millions, except per share data): Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding at August 31, 2020 0.4 $ 134.68 Granted 0.2 $ 108.79 Vested ( 0.1 ) $ 150.44 Forfeited ( 0.1 ) $ 116.33 Outstanding at August 31, 2021 0.4 $ 116.77 Granted 0.1 $ 204.36 Vested ( 0.1 ) $ 122.27 Forfeited ( 0.1 ) $ 131.08 Outstanding at August 31, 2022 0.3 $ 144.51 Granted 0.2 $ 175.23 Vested ( 0.1 ) $ 140.85 Forfeited ( 0.1 ) $ 163.37 Outstanding at August 31, 2023 0.3 $ 159.33 ___________________________ * Represents shares of less than 0.1 million. As of August 31, 2023, there was $ 31.8 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over a weighted-average period of 1.3 years. The total fair 59 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS value of stock vested during the years ended August 31, 2023, 2022, and 2021 was approximately $ 19.9 million, $ 16.4 million, and $ 19.5 million, respectively. Performance Stock Units As of August 31, 2023, we had approximately 0.2 million performance stock units outstanding to officers, directors, and other key employees under the Stock Incentive Plan. Our performance stock units vest primarily over a three-year period. For most of these grants, the actual number of performance stock units earned for these awards will be determined at the end of the related performance period based on the level of achievement of established performance thresholds. Such grants are valued at the closing stock price of the grant. We recognize compensation expense for these grants proportionately over the requisite service period for each employee when it becomes probable that the performance metric will be satisfied. A small subset of our performance stock units granted in fiscal 2023 have a payout based on a total shareholder return relative to a peer group index over a three-year period. These awards are valued using a Monte-Carlo simulation and are expensed over the longer of the requisite service period and the derived service period. Stock compensation may be accelerated if a market condition is met prior to the derived service period lapsing. All inputs into the Monte Carlo simulation are estimates made at the time of grant, which are summarized in the table below. Actual realized value of each award could materially differ from these estimates, without impact to future reported net income. Dividends were assumed to be reinvested on the ex-dividend date for us and peer companies. Expected volatility was based on historical volatility of our stock as well as our peer group. The risk-free interest rate was based on the U.S. Treasury yield consistent with the derived performance period. 2023 Dividend yield — % Expected volatility 46.7 % Risk-free interest rate 4.5 % Fair value of awards $ 254.19 Activity related to performance stock units during the periods presented was as follows (in millions, except per share data): Number of Shares Weighted Average Grant Date Fair Value Per Share Outstanding at August 31, 2020 0.1 $ 124.29 Granted 0.1 $ 91.34 Forfeited — * $ 104.34 Outstanding at August 31, 2021 0.2 $ 109.99 Granted — * $ 207.02 Forfeited — * $ 113.51 Outstanding at August 31, 2022 0.2 $ 145.46 Granted 0.1 $ 186.78 Vested ( 0.1 ) $ 124.29 Forfeited — * $ 195.67 Outstanding at August 31, 2023 0.2 $ 171.01 ___________________________ * Represents shares of less than 0.1 million. 60 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of August 31, 2023 there was $ 11.7 million of total unrecognized compensation cost related to unvested performance stock units. This cost is expected to be recognized over a weighted-average period of approximately 1.4 years. The total fair value of performance units vested during the year ended August 31, 2023 was approximately $ 11.5 million. No awards vested during the years ended August 31, 2022 or 2021, respectively. Stock Options As of August 31, 2023, we had approximately 1.0 million options outstanding to officers as well as other key current and former employees under the Stock Incentive Plan, all of which were granted in previous fiscal years. Of these options 0.3 million were granted in fiscal 2021 and become exercisable over a four-year period. These options are also subject to a market condition (the "Market Options"). Options issued under the Stock Incentive Plan are generally granted with an exercise price equal to the fair market value of our stock on the date of grant, but never less than the fair market value on the grant date, and expire 10 years from the date of grant. The fair value of each Market Option was estimated on the date of grant using the Monte Carlo simulation model. The dividend yield was calculated based on annual dividends paid and the trailing 12-month average closing stock price at the time of grant. Expected volatility was based on historical volatility of our stock, calculated using the most recent time period equal to the expected life of the options. The risk-free interest rate was based on the U.S. Treasury yield for a term equal to the contractual term for the Market Options. The expected life of the Market Options is based on projected exercise dates resulting from the Monte Carlo simulation for each award tranche. All inputs noted above are estimates made at the time of grant. All inputs into the Monte Carlo simulation are estimates made at the time of grant. Actual realized value of each option grant could materially differ from these estimates, without impact to future reported net income. The following weighted average assumptions were used to estimate the fair value of the stock options granted in the fiscal year presented: Market Options 2021 Dividend yield 0.5 % Expected volatility 36.5 % Risk-free interest rate 0.7 % Expected life of options 8 years Weighted-average fair value of options $ 40.45 61 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock option activity during the periods presented was as follows: Outstanding Exercisable Number of Options (in millions) Weighted Average Exercise Price Number of Options (in millions) Weighted Average Exercise Price Outstanding at August 31, 2020 0.9 $ 133.19 0.4 $ 151.07 Granted 0.3 $ 108.96 Exercised — * $ 108.58 Outstanding at August 31, 2021 1.2 $ 127.98 0.5 $ 142.36 Exercised ( 0.1 ) $ 88.94 Outstanding at August 31, 2022 1.1 $ 132.50 0.6 $ 143.15 Exercised — * $ 126.92 Forfeitures ( 0.1 ) $ 227.15 Outstanding at August 31, 2023 1.0 $ 131.81 0.9 $ 135.91 Range of option exercise prices: $ 100.00 - $ 160.00 (average life - 6.2 years) 0.8 $ 119.24 0.7 $ 121.22 $ 160.01 - $ 210.00 (average life - 2.2 years) 0.1 $ 207.80 0.1 $ 207.80 $ 210.01 - $ 239.76 (average life - 3.1 years) 0.1 $ 239.76 0.1 $ 239.76 ___________________________ * Represents amounts of less than 0.1 million. The total intrinsic value of options exercised during the years ended August 31, 2023, 2022, and 2021 was approximately $ 0.5 million, $ 14.0 million, and $ 1.2 million, respectively. As of August 31, 2023, the total intrinsic value of options outstanding was $ 37.9 million, the total intrinsic value of options expected to vest was $ 8.3 million, and the total intrinsic value of options exercisable was $ 29.6 million. As of August 31, 2023, there was $ 3.2 million of total unrecognized compensation cost related to unvested options. This cost is expected to be recognized over a weighted-average period of approximately 1.2 years. Employee Deferred Stock Units We previously allowed employees to defer a portion of restricted stock awards granted in fiscal 2003 and fiscal 2004 into the SDSP as stock units. The stock units are payable in shares of stock at the time of distribution from the SDSP. As of August 31, 2023, approximately 4,000 fully vested stock units remain deferred, but undistributed, under the Stock Incentive Plan. There was no compensation expense related to these stock units during fiscal years 2023, 2022, and 2021. Director Deferred Stock Units In January 2022, the total remaining shares available for issuance under the Director Plan were transferred into the Stock Incentive Plan. As of August 31, 2023, approximately 45,000 stock units were deferred but undistributed under the Director Plan. Employee Stock Purchase Plan Employees are able to purchase, through payroll deduction, common stock at a 5 % discount on a monthly basis. There were 1.5 million shares of our common stock reserved for purchase under the plan, of which approximately 1.0 million shares remain available as of August 31, 2023. Employees may participate at their discretion. Note 12 — Pension and Defined Contribution Plans Company-sponsored Pension Plans We have several pension plans, both qualified and non-qualified, covering certain hourly and salaried employees. 62 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Benefits paid under these plans are based generally on employees’ years of service and/or compensation during the final years of employment. We historically have made at least the minimum annual contributions to the plans to the extent indicated by actuarial valuations and statutory requirements. Plan assets are invested primarily in fixed income and equity securities. Current period net actuarial gains in our projected benefit obligation primarily reflect an increase in the discount rate from our prior year valuation. 63 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following tables reflect the status of our domestic (U.S.-based) and international pension plans as of the dates presented (in millions): Domestic Plans International Plans August 31, August 31, 2023 2022 2023 2022 Change in benefit obligation: Benefit obligation at beginning of year $ 176.0 $ 224.7 $ 31.5 $ 52.6 Service cost 3.8 4.4 0.8 0.4 Interest cost 7.4 5.3 1.6 0.9 Actuarial gains ( 16.2 ) ( 43.1 ) ( 1.2 ) ( 17.1 ) Benefits paid ( 11.2 ) ( 15.3 ) ( 1.9 ) ( 2.1 ) Other — — 3.8 ( 3.2 ) Benefit obligation at end of year 159.8 176.0 34.6 31.5 Change in plan assets: Fair value of plan assets at beginning of year 141.5 182.6 28.5 42.2 Actual return on plan assets ( 1.3 ) ( 33.6 ) ( 5.2 ) ( 11.6 ) Employer contributions 3.7 7.8 7.9 3.0 Benefits paid ( 11.2 ) ( 15.3 ) ( 1.9 ) ( 2.1 ) Other — — 2.8 ( 3.0 ) Fair value of plan assets at end of year 132.7 141.5 32.1 28.5 Funded status at the end of year $ ( 27.1 ) $ ( 34.5 ) $ ( 2.5 ) $ ( 3.0 ) Amounts recognized in the consolidated balance sheets consist of: Non-current assets $ 10.1 $ 7.6 $ 2.3 $ 0.4 Current liabilities ( 3.4 ) ( 3.9 ) ( 0.2 ) ( 0.2 ) Non-current liabilities ( 33.8 ) ( 38.2 ) ( 4.6 ) ( 3.2 ) Net amount recognized in consolidated balance sheets $ ( 27.1 ) $ ( 34.5 ) $ ( 2.5 ) $ ( 3.0 ) Accumulated benefit obligation $ 158.9 $ 175.3 $ 31.9 $ 31.3 Pre-tax amounts in accumulated other comprehensive loss: Prior service cost $ ( 0.1 ) $ ( 2.7 ) $ ( 0.1 ) $ ( 0.1 ) Net actuarial loss ( 44.3 ) ( 54.2 ) ( 13.4 ) ( 6.5 ) Amounts in accumulated other comprehensive loss $ ( 44.4 ) $ ( 56.9 ) $ ( 13.5 ) $ ( 6.6 ) Pensions plans in which benefit obligation exceeds plan assets: Projected benefit obligation $ 37.2 $ 42.1 $ 5.6 $ 3.4 Accumulated benefit obligation 36.3 41.4 3.5 2.3 Plan assets — — 0.8 — Pensions plans in which plan assets exceed benefit obligation: Projected benefit obligation $ 122.6 $ 133.9 $ 29.0 $ 28.1 Accumulated benefit obligation 122.6 133.9 28.4 29.0 Plan assets 132.7 141.5 31.3 28.5 Service cost of net periodic pension cost is allocated between Cost of products sold, and may be capitalized into inventory as labor costs, and Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income based on the function of the employee's services. All other components of net periodic pension cost are included within Miscellaneous (income) expense, net in the Consolidated Statements of Comprehensive Income . We utilize a corridor approach to amortize cumulative unrecognized actuarial gains or losses over either the average expected future service of active participants or average life expectancy of plan participants based on each plan’s composition. The corridor is determined as the greater of the excess of 10 % of plan assets or the projected benefit obligation at each valuation date. Amounts related to prior service cost are amortized over the average remaining expected future service period for active participants in each plan. 64 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Net periodic pension cost during the periods presented included the following components before tax (in millions): Domestic Plans International Plans 2023 2022 2021 2023 2022 2021 Service cost $ 3.8 $ 4.4 $ 4.6 $ 0.8 $ 0.4 $ 0.3 Interest cost 7.4 5.3 5.3 1.6 0.9 0.9 Expected return on plan assets ( 7.5 ) ( 11.2 ) ( 11.0 ) ( 2.1 ) ( 2.6 ) ( 2.3 ) Amortization of prior service cost 2.6 2.9 2.9 — — — Settlement — 0.4 3.9 — — — Recognized actuarial loss 2.4 2.4 4.1 0.6 0.9 1.4 Net periodic pension cost $ 8.7 $ 4.2 $ 9.8 $ 0.9 $ ( 0.4 ) $ 0.3 Weighted average assumptions used in computing the benefit obligation are as follows: Domestic Plans International Plans 2023 2022 2023 2022 Discount rate 5.1 % 4.4 % 5.9 % 4.9 % Rate of compensation increase 5.0 % 5.0 % 3.5 % 3.5 % Weighted average assumptions used in computing net periodic pension cost are as follows: Domestic Plans International Plans 2023 2022 2021 2023 2022 2021 Discount rate 4.4 % 2.4 % 2.2 % 4.9 % 1.9 % 1.9 % Expected return on plan assets 5.5 % 6.3 % 6.8 % 6.4 % 6.4 % 6.5 % Rate of compensation increase 5.0 % 5.0 % 5.0 % 3.5 % 3.4 % 3.4 % It is our policy to adjust, on an annual basis, the discount rate used to determine the projected benefit obligation to approximate rates on high-quality, long-term obligations based on our estimated benefit payments available as of the measurement date. We use published yield curves to assist in the development of our discount rates. We estimate that a 100 basis point increase in the discount rate would reduce net periodic pension cost approximately $ 0.5 million for the domestic plans and $ 0.6 million for the international plans. The expected return on plan assets is derived primarily from a periodic study of long-term historical rates of return on the various asset classes included in our targeted pension plan asset allocation as well as future expectations. We estimate that each 100 basis point reduction in the expected return on plan assets would result in additional net periodic pension cost of $ 1.4 million and $ 0.3 million for domestic plans and international plans, respectively. We also evaluate the rate of compensation increase annually and adjust if necessary. Our investment objective for domestic plan assets is to earn a rate of return sufficient to exceed the long-term growth of the plans’ liabilities without subjecting plan assets to undue risk. The plan assets are invested primarily in high quality debt and equity securities. We conduct a periodic strategic asset allocation study to form a basis for the allocation of pension assets between various asset categories. Specific allocation percentages are assigned to each asset category with minimum and maximum ranges established for each. The assets are then managed within these ranges. At August 31, 2023, the U.S. targeted asset allocation was 20 % equity securities, 75 % fixed income securities, and 5 % real estate securities. Our investment objective for the international plan assets is also to add value by exceeding the long-term growth of the plans’ liabilities. At August 31, 2023, the international asset target allocation approximated 20 % equity securities, 30 % fixed income securities, and 50 % multi-strategy investments. 65 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our pension plan asset allocation by asset category as of the dates presented is as follows: % of Plan Assets Domestic Plans International Plans 2023 2022 2023 2022 Equity securities 18.3 % 31.6 % 17.6 % 16.8 % Fixed income securities 75.0 % 61.2 % 53.3 % 22.8 % Multi-strategy investments — % — % 29.1 % 60.4 % Real estate 6.7 % 7.2 % — % — % Total 100.0 % 100.0 % 100.0 % 100.0 % Our pension plan assets are stated at fair value based on quoted market prices in an active market, quoted redemption values, or estimates based on reasonable assumptions as of the most recent measurement period. See the Fair Value Measurements footnote for a description of the fair value guidance. No transfers between the levels of the fair value hierarchy occurred during the current fiscal period. In the event of a transfer in or out of a level within the fair value hierarchy, the transfers would be recognized on the date of occurrence. Certain pension assets valued at net asset value (“NAV”) per share as a practical expedient are excluded from the fair value hierarchy. Investments in pension plan assets as of August 31, 2023 are described in further detail below. Short-term Fixed Income Investments Short-term investments consist of money market funds, which are valued at the daily closing price as reported by the relevant fund (Level 1). Mutual Funds Mutual funds held by the domestic plans are open-end mutual funds that are registered with the Securities and Exchange Commission (“SEC”) and seek to either replicate or outperform a related index. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the domestic plans are deemed to be actively traded (Level 1). Collective Trust The collective trust seeks to outperform the overall small-cap stock market and is comprised primarily of small-cap equity securities with quoted prices in active markets for identical investments. The value of this fund is calculated on each business day based on its daily net asset value; however, the collective trust is not deemed to be actively traded (Level 2). Fixed Income Investments The fixed income investment seeks to maximize total return by investing primarily in a diversified portfolio of investment-grade fixed income securities, primarily publicly traded corporate bonds as well as U.S. government and municipal bonds. The investment is valued on each business day based on the values of the underlying holdings and is not actively traded (Level 2). U.S. Treasury Investments The domestic plans hold several fixed-income U.S. Treasury securities that are valued based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2) Real Estate Fund The real estate fund invests primarily in commercial real estate and includes mortgage loans that are backed by the associated property's investment objective. The fund seeks real estate returns, risk, and liquidity appropriate to a core fund. The fund also seeks to provide current income with the potential for long-term capital appreciation. This investment is valued based on the NAV per share, without further adjustment. The NAV, as provided by the fund's trustee, is used as a practical expedient to estimate fair value and is therefore excluded from the fair value 66 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS hierarchy. NAV is based on the fair value of the underlying investments. Investors may request to redeem all or any portion of their shares on a quarterly basis. Each investor must provide a written redemption request at least sixty days prior to the end of the quarter for which the request is to be effective. If insufficient funds are available to honor all redemption requests at any point in time, available funds will be allocated pro-rata based on the total number of shares held by each investor. All decisions regarding whether to honor redemption requests are made by the fund’s board of directors. The following tables present the fair value of the domestic pension plan assets by major category as of the dates presented (in millions): 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, 2023 (Level 1) (Level 2) (Level 3) Assets included in the fair value hierarchy: Fixed-income investments $ 58.2 $ — $ 58.2 $ — US Treasury investments 36.9 — 36.9 — Mutual funds: Domestic large cap equity fund 13.0 13.0 — — Foreign equity fund 6.5 6.5 — — Collective trust: Domestic small cap equities 4.8 — 4.8 — Short-term fixed income investments 4.4 4.4 — — Total assets in the fair value hierarchy 123.8 Assets calculated at net asset value: Real estate fund 8.9 Total assets at net asset value 8.9 Total assets at fair value $ 132.7 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, 2022 (Level 1) (Level 2) (Level 3) Assets included in the fair value hierarchy: Mutual funds: Domestic large cap equity fund $ 23.7 $ 23.7 $ — $ — Foreign equity fund 12.6 12.6 — — Collective trust: Domestic small cap equities 8.4 — 8.4 — Short-term fixed income investments 2.1 2.1 — — Total assets in the fair value hierarchy 46.8 Assets calculated at net asset value: Fixed-income investments 84.5 Real estate fund 10.2 Total assets at net asset value 94.7 Total assets at fair value $ 141.5 67 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS International Plan Investments The international plans' assets consist primarily of funds invested in equity securities, multi-strategy investments, and fixed income investments. These securities are calculated using the values of the underlying holdings (i.e. significant observable inputs) but do not have quoted prices in active markets (Level 2). The short-term fixed income investments represents cash and cash equivalents held by the funds at fiscal year end (Level 1). The following tables present the fair value of the international pension plan assets by major category as of the dates presented (in millions): 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, 2023 (Level 1) (Level 2) (Level 3) Assets included in the fair value hierarchy: Equity securities $ 5.2 $ — $ 5.2 $ — Short-term fixed income investments 7.1 7.1 — — Multi-strategy investments 11.0 — 11.0 — Fixed-income investments 8.8 — 8.8 — Total assets at fair value $ 32.1 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, 2022 (Level 1) (Level 2) (Level 3) Assets included in the fair value hierarchy: Equity securities $ 4.8 $ — $ 4.8 $ — Short-term fixed income investments 0.3 0.3 — — Multi-strategy investments 17.2 — 17.2 — Fixed-income investments 6.2 — 6.2 — Total assets at fair value $ 28.5 We do not expect to contribute to the domestic qualified plans in fiscal 2024 based on the funded status of the plans as well as current legal minimum funding requirements. We expect to contribute approximately $ 0.3 million during fiscal 2024 to our international defined benefit plans. These amounts are based on the total contributions required during fiscal 2024 to satisfy current legal minimum funding requirements for qualified plans and estimated benefit payments for non-qualified plans. Benefit payments are made primarily from funded benefit plan trusts. Benefit payments are expected to be paid as follows during the years ending August 31 (in millions): Domestic Plans International Plans 2024 $ 11.7 $ 1.7 2025 12.5 1.8 2026 14.2 1.9 2027 13.2 2.1 2028 12.4 2.3 2029-2033 62.3 15.0 68 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Multi-employer Pension Plans We have contributed to two multi-employer defined benefit pension plans under the terms of collective-bargaining agreements that cover certain of our union-represented employees. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects: • 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. Our contributions to these plans were $ 0.5 million for the years ended August 31, 2023 and 2022, and $ 0.6 million for the year ended August 31, 2021. Defined Contribution Plans We have defined contribution plans to which both employees and we make contributions. Employer matching amounts are allocated in accordance with the participants’ investment elections for elective deferrals and totaled $ 11.1 million, $ 10.5 million, and $ 8.4 million for the years ended August 31, 2023, 2022, and 2021, respectively. At August 31, 2023, assets of the domestic defined contribution plans included shares of our common stock with a market value of approximately $ 6.9 million, which represented approximately 1.5 % of the total fair market value of the assets in our domestic defined contribution plans. Note 13 — Special Charges During the year ended August 31, 2023, we recognized pre-tax special charges of $ 26.9 million, which primarily included impairment charges of indefinite-lived intangible assets; impairments of certain retained assets associated with our previously owned Sunoptics prismatic skylights business that were not transferred in connection with the sale; and severance and employee-related costs in connection with the Sunoptics divestiture as well as streamlining activities initiated during the fourth quarter of fiscal 2023. We recognized no special charges during the year ended August 31, 2022. The details of the special charges during the periods presented are summarized as follows (in millions): Year Ended August 31, 2023 2021 Trade name impairment charges $ 14.0 $ — Severance and employee-related costs 7.7 1.7 Operating lease asset group impairment charge 4.3 — Other restructuring costs 0.9 1.6 Total special charges $ 26.9 $ 3.3 As of August 31, 2023, remaining accruals related to special charges totaled $ 5.2 million and are included in Accrued compensation in the Consolidated Balance Sheets . These amounts related to unpaid severance and employee-related costs from our fourth quarter fiscal 2023 actions. 69 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 14 — Common Stock and Related Matters Common Stock Changes in common stock during the periods presented were as follows (amounts and shares in millions): Common Stock Shares Amount (At par) Balance at August 31, 2020 53.9 $ 0.5 Vesting of share-based payment awards 0.1 — Stock options exercised — * — Balance at August 31, 2021 54.0 0.5 Vesting of share-based payment awards 0.1 — Stock options exercised 0.1 — Balance at August 31, 2022 54.2 0.5 Vesting of share-based payment awards 0.2 — Stock options exercised — * — Balance at August 31, 2023 54.4 $ 0.5 ___________________________ * Represents shares of less than 0.1 million. As of August 31, 2023 and 2022, we had 23.4 million and 21.8 million of repurchased shares, respectively, recorded as treasury stock at an original repurchase cost of $ 2.44 billion and $ 2.18 billion, respectively. During fiscal 2023, we repurchased approximately 1.6 million shares of our outstanding common stock. As of August 31, 2023, the maximum number of shares that may yet be repurchased under the share repurchase program authorized by the Board equaled 1.2 million shares. We may repurchase shares of our common stock from time to time at prevailing market prices, depending on market conditions, through open market or privately negotiated transactions. Preferred Stock We have 50 million shares of preferred stock authorized. No shares of preferred stock were issued in fiscal 2023 or 2022, and no shares of preferred stock are outstanding. 70 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Earnings per Share Basic earnings per share for the periods presented is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding for these periods. Diluted earnings per share is computed similarly but reflects the potential dilution that would occur if dilutive options were exercised, unvested share-based payment awards were vested, and other distributions related to deferred stock agreements were incurred. Common stock equivalents are calculated using the treasury stock method. The dilutive effects of share-based payment awards subject to market and/or performance conditions that were not met during the period are excluded from the computation of diluted earnings per share. The following table calculates basic earnings per common share and diluted earnings per common share during the periods presented (in millions, except per share data): Year Ended August 31, 2023 2022 2021 Net income $ 346.0 $ 384.0 $ 306.3 Basic weighted average shares outstanding 31.806 34.182 36.284 Common stock equivalents 0.358 0.463 0.270 Diluted weighted average shares outstanding 32.164 34.645 36.554 Basic earnings per share (1) $ 10.88 $ 11.23 $ 8.44 Diluted earnings per share (1) $ 10.76 $ 11.08 $ 8.38 ____________________ (1) Earnings per share is calculated using unrounded numbers. Amounts in the table may not recalculate exactly due to rounding. The following table presents stock options, restricted stock awards, and performance stock units that were excluded from the diluted earnings per share calculation for the periods presented as the effect of inclusion would have been antidilutive (in millions): Year Ended August 31, 2023 2022 2021 Stock options 0.1 0.1 0.8 Restricted stock awards 0.1 0.1 — * Performance stock units — * — — _______________________ * Represents shares of less than 0.1 million. 71 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 15 — Income Taxes We account for income taxes using the asset and liability approach as prescribed by ASC Topic 740, Income Taxes (“ASC 740”). This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Using the enacted tax rates in effect for the year in which the differences are expected to reverse, deferred tax liabilities and assets are determined based on the differences between the financial reporting and the tax basis of an asset or liability. On August 16, 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. Among other provisions, the IRA includes a 15% corporate alternative minimum tax rate applicable for our fiscal 2024 taxable year as well as a 1% federal excise tax on corporate stock repurchases made after December 31, 2022, which we account for as an increase to the cost basis of our share repurchases. The IRA has not had, and we do not expect it to have, a material impact on our financial condition, results of operations, or cash flows. Internal Revenue Code (“IRC”) Section 174 was enacted as part of the Tax Cuts and Jobs Act of 2017 (“TCJA”). IRC Section 174, which became effective for us during fiscal 2023, requires us to capitalize research and development expenditures and amortize them on our U.S. tax return over five or fifteen years, depending on where research is conducted. The year over year change in both our provision for current federal taxes and provision for (benefit from) deferred taxes relates principally to the application of IRC Section 174. The provision for income taxes consists of the following components during the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Provision for current federal taxes $ 105.8 $ 67.6 $ 65.4 Provision for current state taxes 15.7 16.3 12.8 Provision for current foreign taxes 27.0 25.4 14.4 (Benefit from) provision for deferred taxes ( 47.8 ) 0.6 ( 2.7 ) Total provision for income taxes $ 100.7 $ 109.9 $ 89.9 The following table reconciles the provision at the federal statutory rate to the total provision for income taxes during the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Federal income tax computed at statutory rate $ 93.8 $ 103.7 $ 83.2 State income tax, net of federal income tax benefit 11.4 13.5 10.7 Federal permanent differences 2.2 ( 4.3 ) 0.6 Foreign permanent differences and rate differential 4.4 4.3 2.4 Research and development tax credits ( 8.3 ) ( 7.6 ) ( 7.6 ) Unrecognized tax benefits 1.9 2.1 0.7 Other, net ( 4.7 ) ( 1.8 ) ( 0.1 ) Total provision for income taxes $ 100.7 $ 109.9 $ 89.9 72 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Components of the net deferred income tax liabilities as of the dates presented include (in millions): August 31, 2023 2022 Deferred income tax liabilities: Depreciation $ ( 21.5 ) $ ( 18.6 ) Goodwill and intangibles ( 151.2 ) ( 154.2 ) Operating lease right of use assets ( 19.8 ) ( 18.3 ) Other liabilities ( 3.4 ) ( 7.4 ) Total deferred income tax liabilities ( 195.9 ) ( 198.5 ) Deferred income tax assets: Self-insurance 1.7 1.6 Pension 5.9 7.1 Deferred compensation 23.1 22.2 Net operating losses 6.2 5.8 Other accruals not yet deductible 43.4 42.9 Operating lease liabilities 22.6 20.3 Capitalized research and development 41.5 — Other assets 15.4 9.3 Total deferred income tax assets 159.8 109.2 Valuation allowance ( 19.9 ) ( 11.5 ) Net deferred income tax liabilities $ ( 56.0 ) $ ( 100.8 ) As of August 31, 2023, the estimated undistributed earnings from foreign subsidiaries was $ 255.8 million. We have recorded a deferred income tax liability of $ 0.7 million for certain foreign withholding taxes and U.S. taxes related to foreign earnings for which we do not assert indefinite reinvestment. With respect to unremitted earnings and original investments in foreign subsidiaries where we are continuing to assert indefinite reinvestment, any future remittances could be subject to additional foreign withholding taxes, U.S. state taxes, and certain tax impacts relating to foreign currency exchange effects. It is not practicable to estimate the amount of any unrecognized tax effects on these reinvested earnings and original investments in foreign subsidiaries. We account for the tax on Global Intangible Low-Taxed Income (“GILTI”) as a period cost and, therefore, do not record deferred taxes related to GILTI on our foreign subsidiaries. At August 31, 2023, we had federal tax credit carryforwards of approximately $ 8.3 million that begin to expire in 2029, and state tax credit carryforwards of approximately $ 0.9 million that begin to expire in 2027. Approximately $ 7.6 million of the total $ 8.3 million in federal tax credit carryforwards are subject to a full valuation allowance as we do not expect to realize any future tax benefit. At August 31, 2023, we had federal net operating loss carryforwards of $ 14.4 million that begin to expire in 2029, state net operating loss carryforwards of $ 47.1 million that begin to expire in 2024, and foreign net operating loss carryforwards of $ 7.8 million that begin to expire in 2028. The gross amount of unrecognized tax benefits as of August 31, 2023 and 2022 totaled $ 20.1 million and $ 19.5 million, respectively, which includes $ 20.1 million and $ 18.8 million, respectively, of net unrecognized tax benefits that, if recognized, would affect the annual effective tax rate. We recognize potential interest and penalties related to unrecognized tax benefits as a component of income tax expense; such accrued interest and penalties are not material. With few exceptions, we are no longer subject to United States federal, state, and local income tax examinations for years ended before 2018 or for foreign income tax examinations before 2018. We do not anticipate unrecognized tax benefits will significantly increase or decrease within the next 12 months. 73 Table of Contents ACUITY BRANDS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table reconciles the change in the unrecognized income tax benefit (reported in Other long-term liabilities on the Consolidated Balance Sheets ) during the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Unrecognized tax benefits balance at beginning of year $ 19.5 $ 17.7 $ 17.2 Additions based on tax positions related to the current year 4.3 3.5 5.2 Additions for tax positions of prior years 1.4 0.1 0.1 Reductions for tax positions of prior years ( 1.7 ) ( 0.2 ) ( 0.1 ) Reductions due to settlements ( 0.5 ) — ( 4.6 ) Reductions due to lapse of statute of limitations ( 2.9 ) ( 1.6 ) ( 0.1 ) Unrecognized tax benefits balance at end of year $ 20.1 $ 19.5 $ 17.7 Total accrued interest was $ 3.3 million, $ 2.1 million, and $ 2.0 million as of August 31, 2023, 2022, and 2021, respectively. There were no accruals related to income tax penalties during fiscal 2023. Interest, net of tax benefits, and penalties are included in Income tax expense within the Consolidated Statements of Comprehensive Income . We are routinely under audit from various tax jurisdictions. We do not currently anticipate material audit assessments. Note 16 — Supplemental Disaggregated Information Sales of lighting, lighting controls, and building technology solutions, excluding services, accounted for approximately 99 % of total consolidated net sales in fiscal 2023, 2022, and 2021. Our geographic distribution of net sales, operating profit, income before income taxes, and long-lived assets is summarized in the following table during and as of the periods presented (in millions): Year Ended August 31, 2023 2022 2021 Net sales (1) : Domestic (2) $ 3,412.9 $ 3,486.4 $ 2,982.4 International 539.3 519.7 478.6 Total $ 3,952.2 $ 4,006.1 $ 3,461.0 Operating profit: Domestic (2) $ 382.6 $ 428.3 $ 369.9 International 90.8 81.4 57.7 Total $ 473.4 $ 509.7 $ 427.6 Income before income taxes: Domestic (2) $ 367.5 $ 409.6 $ 343.7 International 79.2 84.3 52.5 Total $ 446.7 $ 493.9 $ 396.2 Long-lived assets (3) : Domestic (2) $ 323.8 $ 325.9 $ 284.4 International 107.4 73.5 76.6 Total $ 431.2 $ 399.4 $ 361.0 _______________________________________ (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, operating lease right-of-use assets, and other long-term assets as reflected in the Consolidated Balance Sheets . 74 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.