What changed in this filing

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Item 1. Financial Statements

2024-06-27 compared with 2024-04-03 · 109 added, 92 removed, 527 unchanged (28% of the section changed)

3 unchanged sentences

(In millions, except per-share data)

February 29, 2024 August 31, 2023

May 31, 2024 August 31, 2023

Current assets:

42 unchanged sentences

(In millions, except per-share data)

Three Months Ended Six Months Ended

February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

Three Months Ended Nine Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Net sales $ 968.1 $ 1,000.3 $ 2,808.7 $ 2,941.8

4 unchanged sentences

Operating profit 145.3 143.3 396.3 363.7

Other expense:

Other (income) expense:

Interest (income) expense, net ( 1.8 ) 3.9 ( 1.0 ) 16.2

Miscellaneous expense (income), net 0.6 ( 3.7 ) 1.7 5.4

Total other expense 0.5 2.0 2.5 17.7

Miscellaneous (income) expense, net ( 0.5 ) 0.7 1.2 6.1

Total other (income) expense ( 2.3 ) 4.6 0.2 22.3

Income before income taxes 147.6 138.7 396.1 341.4

12 unchanged sentences

Defined benefit plans, net of tax 0.5 1.1 1.8 3.2

Other comprehensive income (loss) items, net of tax 1.4 ( 0.1 ) ( 0.1 ) ( 0.5 )

Other comprehensive income items, net of tax 0.8 6.3 0.7 5.8

Comprehensive income $ 114.7 $ 111.3 $ 304.4 $ 268.9

6 unchanged sentences

(In millions)

Six Months Ended

February 29, 2024 February 28, 2023

Nine Months Ended

May 31, 2024 May 31, 2023

Cash flows from operating activities:

15 unchanged sentences

Purchases of property, plant, and equipment ( 41.0 ) ( 48.0 )

Acquisition of businesses, net of cash acquired — ( 35.4 )

Other investing activities ( 3.6 ) 7.0

23 unchanged sentences

We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications.

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.

Our ABL strategy is to increase product vitality, elevate service levels, use technology to improve and differentiate both our products and how we operate the business, 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.

1 unchanged sentence

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 ® .

A-Light TM , Aculux ® , 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 ® , QUICKTRONIC ® , Peerless ® , RELOC ® Wiring Solutions, and Sensor Switch ® .

Principal customers of ABL include electrical distributors, retail home improvement centers, electric utilities, national accounts, original equipment manufacturer (“OEM”) customers, digital retailers, lighting showrooms, and energy service companies.

4 unchanged sentences

ABL operates training and education facilities in several locations throughout North America and Europe designed to enhance the lighting knowledge of customers and industry professionals.

Our ISG strategy is to make spaces smarter, safer, and greener by connecting the edge to the cloud.

Our mission in our ISG business is to make spaces smarter, safer, and greener through our strategy of connecting the edge to the cloud.

ISG offers building management solutions and building management software.

11 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

These unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of February 29, 2024, our consolidated comprehensive income for the three and six months ended February 29, 2024 and February 28, 2023, and our consolidated cash flows for the six months ended February 29, 2024 and February 28, 2023.

These unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly our consolidated financial position as of May 31, 2024, our consolidated comprehensive income for the three and nine months ended May 31, 2024 and May 31, 2023, and our consolidated cash flows for the nine months ended May 31, 2024 and May 31, 2023.

Certain information and footnote disclosures normally included in our annual financial statements prepared in accordance with U.S.

1 unchanged sentence

However, we believe that the disclosures included herein are adequate to make the information presented not misleading.

These financial statements should be read in conjunction with the audited consolidated financial statements as of and for the three years in the period ended August 31, 2023 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2023 (File No.

001-16583) (“Form 10-K”).

Our business exhibits some seasonality, with net sales being affected by weather and seasonal demand on construction and installation programs, particularly during the winter months, as well as the annual budget cycles of major customers.

14 unchanged sentences

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 .

This acquisition expanded ISG's technology and controls product portfolio and reached new customers .

We accounted for the acquisition of KE2 Therm in accordance with Accounting Standards Codification (“ASC”) Topic 805 , Business Combinations (“ASC 805”).

We finalized the acquisition accounting for the KE2 Therm acquisition during the third quarter of fiscal 2024.

There were no material measurement period adjustments during fiscal 2024.

Acquired assets and liabilities were recorded at their estimated acquisition-date fair values.

Acquisition-related costs were expensed as incurred and were not material to our financial statements.

The aggregate purchase price of this acquisition reflects preliminary goodwill within the ISG segment of $ 15.0 million at February 29, 2024, 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 February 29, 2024, which reflect estimates for definite-lived intangibles with a preliminary estimated weighted average useful life of approximately 15 years.

The aggregate purchase price of this acquisition reflects goodwill within the ISG segment of $ 15.0 million, which is not deductible for tax purposes.

The goodwill is 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 KE2 Therm with our current businesses.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

There were no measurement period adjustments during the first six months of fiscal 2024.

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

The operating results of KE2 Therm have been included in our financial statements since the date of acquisition and are not material to our consolidated financial condition, results of operations, or cash flows.

There were no divestitures during the first six months of fiscal 2024.

There were no divestitures during the first nine months of fiscal 2024.

The following discussion relates to fiscal year 2023 activities.

1 unchanged sentence

We transferred assets with a total carrying value of $ 15.1 million, which primarily consisted of intangibles with definite lives, inventories, and allocated goodwill from the ABL segment.

During the first quarter of fiscal 2023, we recognized a pre-tax loss on this sale of $ 11.2 million within Miscellaneous expense (income), net on the Consolidated Statements of Comprehensive Income .

During the first quarter of fiscal 2023, we recognized a pre-tax loss on this sale of $ 11.2 million within Miscellaneous (income) expense, net on the Consolidated Statements of Comprehensive Income .

Additionally, we recorded impairment charges for certain retained assets as well as associate severance and other costs related to this sale.

33 unchanged sentences

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):

February 29, 2024 August 31, 2023

May 31, 2024 August 31, 2023

Assets recorded at fair value:

13 unchanged sentences

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 $ 410.7 million and $ 401.4 million as of February 29, 2024 and August 31, 2023, respectively.

We had no short-term borrowings outstanding under our revolving credit facility as of February 29, 2024 and August 31, 2023.

The estimated fair value of our senior unsecured public notes was $ 416.0 million and $ 401.4 million as of May 31, 2024 and August 31, 2023, respectively.

We had no short-term borrowings outstanding under our revolving credit facility as of May 31, 2024 and August 31, 2023.

Such borrowings, if any, are variable-rate instruments that reset on a frequent short-term basis;

1 unchanged sentence

See Debt and Lines of Credit footnote of the Notes to Consolidated Financial Statements for further details on our outstanding borrowings.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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.

2 unchanged sentences

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):

February 29, 2024 August 31, 2023

May 31, 2024 August 31, 2023

Raw materials, supplies, and work in process (1)

10 unchanged sentences

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

February 29, 2024 August 31, 2023

May 31, 2024 August 31, 2023

Land $ 23.0 $ 23.0

Buildings and leasehold improvements 218.9 210.9

Machinery and equipment 743.5 727.9

Machinery, equipment, and information technology 754.4 727.9

Total property, plant, and equipment, at cost 996.3 961.8

4 unchanged sentences

Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely.

We recorded amortization expense for definite-lived intangible assets of $ 10.0 million and $ 9.3 million during the three months ended February 29, 2024 and February 28, 2023, respectively, and $ 19.9 million and $ 22.9 million during the six months ended February 29, 2024 and February 28, 2023, respectively.

We recorded amortization expense for definite-lived intangible assets of $ 10.0 million and $ 9.2 million during the three months ended May 31, 2024 and 2023, respectively, and $ 29.9 million and $ 32.1 million during the nine months ended May 31, 2024 and 2023, respectively.

ACUITY BRANDS, INC.

4 unchanged sentences

Foreign currency translation adjustments ( 0.7 ) ( 0.5 ) ( 1.2 )

Balance at February 29, 2024 $ 1,013.8 $ 83.3 $ 1,097.1

Balance at May 31, 2024 $ 1,013.7 $ 83.0 $ 1,096.7

ABL ISG Total

Balance at August 31, 2022 $ 1,014.2 $ 70.1 $ 1,084.3

Provisional amounts from acquired businesses — 15.2 15.2

Derecognitions for divestitures ( 0.7 ) — ( 0.7 )

Foreign currency translation adjustments ( 0.2 ) ( 1.9 ) ( 2.1 )

Balance at February 28, 2023 $ 1,012.3 $ 68.0 $ 1,080.3

Balance at May 31, 2023 $ 1,013.3 $ 83.4 $ 1,096.7

Further discussion of goodwill and intangible assets is included within the Significant Accounting Policies footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

1 unchanged sentence

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

February 29, 2024 August 31, 2023

May 31, 2024 August 31, 2023

Customer incentive programs (1)

26 unchanged sentences

On June 30, 2022, we entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides us with a $ 600.0 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) with the ability to request an additional $ 400.0 million of borrowing capacity.

We had no short-term borrowings outstanding under the Revolving Credit Facility at February 29, 2024 and August 31, 2023.

We had no short-term borrowings outstanding under the Revolving Credit Facility at May 31, 2024 and August 31, 2023.

We were in compliance with all financial covenants under the Credit Agreement as of the periods presented.

At February 29, 2024, 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.

At May 31, 2024, 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.

3 unchanged sentences

We establish estimated liabilities when the associated costs related to uncertainties or guarantees become probable and can be reasonably estimated.

For the period ended February 29, 2024, no material changes have occurred in our estimated liabilities for self-insurance, litigation, environmental matters, guarantees and indemnities, or relevant events and circumstances, from those disclosed in the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements within our Form 10-K other than the items discussed below.

For the period ended May 31, 2024, no material changes have occurred in our estimated liabilities for self-insurance, litigation, environmental matters, guarantees and indemnities, or relevant events and circumstances, from those disclosed in the Commitments and Contingencies footnote of the Notes to Consolidated Financial Statements within our Form 10-K other than the items discussed below.

Product Warranty and Recall Costs

12 unchanged sentences

The following table summarizes changes in the estimated liabilities for product warranty and recall costs during the periods presented (in millions):

Six Months Ended

February 29, 2024 February 28, 2023

Nine Months Ended

May 31, 2024 May 31, 2023

Beginning balance $ 31.6 $ 27.3

8 unchanged sentences

The plaintiffs sought class certification, monetary damages, certain injunctive relief regarding our data-security measures, additional credit-monitoring services, other equitable relief (including disgorgement), attorneys’ fees, costs, and pre- and post-judgment interest.

On December 1, 2023, the parties reached a proposed settlement and release of all claims in the class action and executed a Settlement Agreement and Release, which is pending approval from the State Court of Fulton County, Georgia.

The impact of the settlement is not material.

We have received inquiries from, and it is also possible that investigations or other actions may be taken by, state and/or federal agencies regarding the data security incidents and related data privacy matters.

For these reasons, we are currently unable to reasonably estimate the possible losses or a range of possible losses resulting from the matters described above.

We have insurance, subject to certain terms and conditions, for these types of matters.

On December 1, 2023, the parties reached a proposed settlement and release of all claims in the class action and executed a Settlement Agreement and Release.

The State Court of Fulton County, Georgia approved the settlement on May 21, 2024 with an effective date of June 25, 2024.

The impact of the settlement was not material.

We are subject to various other legal claims arising in the normal course of business, including patent infringement, employment matters, and product liability claims.

35 unchanged sentences

Balance, February 29, 2024 30.8 0.5 1,087.7 3,686.4 ( 112.7 ) ( 2,512.3 ) 2,149.6

Net income — — — 113.9 — — 113.9

Other comprehensive income — — — — 0.8 — 0.8

Share-based payment amortization, issuances, and cancellations — — 10.7 — — — 10.7

Employee stock purchase plan issuances — — 0.4 — — — 0.4

Cash dividends of $ 0.15 per share paid on common stock

— — — ( 4.6 ) — — ( 4.6 )

Stock options exercised — — 4.6 — — — 4.6

Repurchases of common stock ( 0.1 ) — — — — ( 20.7 ) ( 20.7 )

Balance, May 31, 2024 30.7 $ 0.5 $ 1,103.4 $ 3,795.7 $ ( 111.9 ) $ ( 2,533.0 ) $ 2,254.7

_______________________________________

(1) Share activity and balances above are calculated using rounded numbers.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Common Stock Outstanding

24 unchanged sentences

Balance, February 28, 2023 32.0 0.5 1,047.1 3,325.8 ( 126.3 ) ( 2,299.5 ) 1,947.6

Net income — — — 105.0 — — 105.0

Other comprehensive income — — — — 6.3 — 6.3

Share-based payment amortization, issuances, and cancellations — — 9.4 — — — 9.4

Employee stock purchase plan issuances — — 0.4 — — — 0.4

Cash dividends of $ 0.13 per share paid on common stock

— — — ( 4.2 ) — — ( 4.2 )

Repurchases of common stock ( 0.6 ) — — — — ( 94.7 ) ( 94.7 )

Balance, May 31, 2023 31.4 $ 0.5 $ 1,056.9 $ 3,426.6 $ ( 120.0 ) $ ( 2,394.2 ) $ 1,969.8

_______________________________________

(1) Share activity and balances above are calculated using rounded numbers.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 13 — Revenue Recognition

9 unchanged sentences

Contract liabilities arise when we receive cash or an unconditional right to collect cash prior to the transfer of control of goods or services.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

February 29, 2024 August 31, 2023

May 31, 2024 August 31, 2023

Current deferred revenues $ 15.0 $ 14.1

Non-current deferred revenues 41.3 47.6

Current deferred revenues primarily consist of professional service and service-type warranty fees collected prior to performing the related service as well as software licenses and are included within Other current liabilities on the Consolidated Balance Sheets .

Current deferred revenues primarily consist of service-type warranty and professional service fees collected prior to performing the related service as well as software licenses.

Current deferred revenues are included within Other current liabilities on the Consolidated Balance Sheets .

These services are expected to be performed within one year.

Revenue recognized from beginning balances of contract liabilities during the six months ended February 29, 2024 totaled $ 6.9 million.

Revenue recognized from beginning balances of contract liabilities during the nine months ended May 31, 2024 totaled $ 12.3 million.

Non-current deferred revenues primarily consist of long-term service-type warranties, which are typically recognized ratably as revenue between five and ten years from the date of sale, and are included within Other long-term liabilities on the Consolidated Balance Sheets.

Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from February 29, 2024 and consist primarily of orders for physical goods that have not yet been shipped.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Unsatisfied performance obligations that do not represent contract liabilities are expected to be satisfied within one year from May 31, 2024 and consist primarily of orders for physical goods that have not yet been shipped.

Disaggregated Revenues

2 unchanged sentences

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

Three Months Ended Six Months Ended

February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

Three Months Ended Nine Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Independent sales network $ 637.1 $ 686.0 $ 1,874.6 $ 1,995.0

10 unchanged sentences

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

Three Months Ended Six Months Ended

February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

Three Months Ended Nine Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Share-based payment expense $ 11.8 $ 10.4 $ 34.9 $ 32.4

We recognized excess tax benefits of $ 1.5 million and $ 1.7 million related to share-based payment awards during the six months ended February 29, 2024 and February 28, 2023, respectively.

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

4 unchanged sentences

Plan assets are invested primarily in fixed income and equity securities.

Service cost of net periodic pension cost is allocated between Cost of products sold and Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income based on the nature of the employee's services.

All other components of net periodic pension cost are included within Miscellaneous expense, net in the Consolidated Statements of Comprehensive Income .

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

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Three Months Ended Six Months Ended

February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

Three Months Ended Nine Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Service cost $ 1.1 $ 1.1 $ 3.4 $ 3.4

6 unchanged sentences

Note 16 — Special Charges

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

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

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

We additionally recognized associate severance and other costs totaling $ 2.6 million primarily in connection with the Sunoptics divestiture.

Note 17 — Other Expense

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

Three Months Ended Six Months Ended

February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 17 — Other (Income) Expense

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

Three Months Ended Nine Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Interest (income) expense, net:

2 unchanged sentences

Interest (income) expense, net ( 1.8 ) 3.9 ( 1.0 ) 16.2

Miscellaneous expense (income), net:

Miscellaneous (income) expense, net:

Non-service components of net periodic pension cost 1.2 1.4 3.3 3.9

Foreign currency transaction losses (gains) 0.2 ( 3.8 ) 0.8 ( 6.5 )

Foreign currency transaction (gains) losses ( 1.4 ) — ( 0.6 ) ( 6.5 )

Loss on sale of business — — — 11.2

Other items ( 0.3 ) ( 0.7 ) ( 1.5 ) ( 2.5 )

Miscellaneous expense (income), net 0.6 ( 3.7 ) 1.7 5.4

Other expense, net $ 0.5 $ 2.0 $ 2.5 $ 17.7

ACUITY BRANDS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Miscellaneous (income) expense, net ( 0.5 ) 0.7 1.2 6.1

Other (income) expense, net $ ( 2.3 ) $ 4.6 $ 0.2 $ 22.3

Note 18 — Earnings Per Share

4 unchanged sentences

The following table calculates basic earnings per common share and diluted earnings per common share for the periods presented (in millions, except per share data):

Three Months Ended Six Months Ended

February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

Three Months Ended Nine Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Net income $ 113.9 $ 105.0 $ 303.7 $ 263.1

9 unchanged sentences

Amounts in the table may not recalculate exactly due to rounding.

Stock options, performance stock awards, and restricted stock awards that were excluded from the diluted earnings per share calculation as the effect of inclusion would have been antidilutive for three and six months ended February 29, 2024 and February 28, 2023 were immaterial.

Stock options, performance stock awards, and restricted stock awards that were excluded from the diluted earnings per share calculation as the effect of inclusion would have been antidilutive were immaterial for three and nine months ended May 31, 2024 and May 31, 2023.

Further discussion of our share-based payment awards is included within the Common Stock and Related Matters and Share-based Payments footnotes of the Notes to Consolidated Financial Statements within our Form 10-K.

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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

Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items

3 unchanged sentences

Net current period other comprehensive (loss) income ( 1.1 ) 1.8 0.7

Balance at February 29, 2024 $ ( 66.4 ) $ ( 46.3 ) $ ( 112.7 )

Balance at May 31, 2024 $ ( 66.1 ) $ ( 45.8 ) $ ( 111.9 )

Foreign Currency Items Defined Benefit Pension Plans Accumulated Other Comprehensive Loss Items

2 unchanged sentences

Amounts reclassified from accumulated other comprehensive loss (1)

Net current period other comprehensive (loss) income ( 2.6 ) 2.1 ( 0.5 )

Balance at February 28, 2023 $ ( 76.1 ) $ ( 50.2 ) $ ( 126.3 )

Net current period other comprehensive income 2.6 3.2 5.8

Balance at May 31, 2023 $ ( 70.9 ) $ ( 49.1 ) $ ( 120.0 )

_______________________________________

3 unchanged sentences

Three Months Ended

February 29, 2024 February 28, 2023

May 31, 2024 May 31, 2023

Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Before Tax Amount Tax (Expense) Benefit Net of Tax Amount

7 unchanged sentences

Other comprehensive income (loss) $ 1.1 $ ( 0.3 ) $ 0.8 $ 6.7 $ ( 0.4 ) $ 6.3

Six Months Ended

February 29, 2024 February 28, 2023

Nine Months Ended

May 31, 2024 May 31, 2023

Before Tax Amount Tax (Expense) Benefit Net of Tax Amount Before Tax Amount Tax (Expense) Benefit Net of Tax Amount

14 unchanged sentences

Additionally, net interest expense, net miscellaneous expense, and income tax expense are not allocated to segments.

We recorded no special charges during the three and six months ended February 29, 2024.

Special charges during the six months ended February 28, 2023 of $ 6.9 million pertained to the ABL segment.

We recorded no special charges during the three and nine months ended May 31, 2024.

We recorded no special charges during the three months ended May 31, 2023.

Special charges during the nine months ended May 31, 2023 of $ 6.9 million pertained to the ABL segment.

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

Three Months Ended Six Months Ended

February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

Three Months Ended Nine Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

ABL $ 898.5 $ 940.7 $ 2,618.4 $ 2,778.6

12 unchanged sentences

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

Three Months Ended Six Months Ended

February 29, 2024 February 28, 2023 February 29, 2024 February 28, 2023

Three Months Ended Nine Months Ended

May 31, 2024 May 31, 2023 May 31, 2024 May 31, 2023

Operating profit - ABL $ 151.5 $ 150.0 $ 421.3 $ 391.7

3 unchanged sentences

Interest (income) expense, net ( 1.8 ) 3.9 ( 1.0 ) 16.2

Miscellaneous expense (income), net 0.6 ( 3.7 ) 1.7 5.4

Miscellaneous (income) expense, net ( 0.5 ) 0.7 1.2 6.1

Income before income taxes $ 147.6 $ 138.7 $ 396.1 $ 341.4

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements