What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-06-26 compared with 2025-04-03 · 147 added, 89 removed, 551 unchanged (30% of the section changed)

2 unchanged sentences

(In millions, except per-share data)

February 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Current assets:

14 unchanged sentences

Accounts payable $ 409.0 $ 352.3

Current debt 100.0 —

Current operating lease liabilities 23.3 19.2

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(In millions, except per-share data)

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended Nine Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Net sales $ 1,178.6 $ 968.1 $ 3,136.5 $ 2,808.7

2 unchanged sentences

Selling, distribution, and administrative expenses 400.7 306.9 1,074.5 896.7

Special charges 29.7 — 29.7 —

Operating profit 139.8 145.3 383.3 396.3

1 unchanged sentence

Interest expense (income), net 12.1 ( 1.8 ) 15.0 ( 1.0 )

Miscellaneous expense, net 1.0 0.6 3.5 1.7

Total other expense 7.9 0.5 6.4 2.5

Miscellaneous expense (income), net 2.3 ( 0.5 ) 5.8 1.2

Total other expense (income) 14.4 ( 2.3 ) 20.8 0.2

Income before income taxes 125.4 147.6 362.5 396.1

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Defined benefit plans, net of tax 0.5 0.5 1.5 1.8

Other comprehensive (loss) income items, net of tax ( 11.2 ) 1.4 ( 28.0 ) ( 0.1 )

Other comprehensive income items, net of tax 28.3 0.8 0.3 0.7

Comprehensive income $ 126.7 $ 114.7 $ 282.9 $ 304.4

5 unchanged sentences

(In millions)

Six Months Ended

February 28, 2025 February 29, 2024

Nine Months Ended

May 31, 2025 May 31, 2024

Cash flows from operating activities:

3 unchanged sentences

Share-based payment expense 34.0 34.9

Asset impairments 16.7 —

Changes in operating assets and liabilities, net of acquisitions:

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Cash flows from financing activities:

Borrowings on credit facility 600.0 —

Borrowings from term loan 600.0 —

Repayments of term loan borrowings ( 100.0 ) —

Repurchases of common stock ( 91.3 ) ( 88.7 )

3 unchanged sentences

Other financing activities ( 9.3 ) —

Net cash used for financing activities 559.7 ( 79.0 )

Net cash provided by (used for) financing activities 377.6 ( 100.5 )

Effect of exchange rate changes on cash and cash equivalents ( 1.2 ) 1.1

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We look to aggressively deploy capital to grow the business and to enter attractive new verticals.

Acuity Brands Lighting Segment (ABL)

Acuity Brands Lighting Segment

Our mission at Acuity Brands Lighting is to provide sustainable, inspiring, and intelligent lighting solutions that enrich communities where people live, learn, work, and play.

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Customers of Acuity Brands Lighting are located in North America and select international markets that serve new construction, renovation and retrofit, and maintenance and repair applications.

Our lighting solutions are sold primarily through a network of independent sales agencies, by internal sales representatives, through electrical distributors and consumer retailers, 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.

Acuity Intelligent Spaces Segment (AIS)

Acuity Intelligent Spaces Segment

Our mission at Acuity Intelligent Spaces is to make spaces smarter, safer, and greener through our strategy of connecting the edge with the cloud using disruptive technologies that leverage data interoperability.

Through Atrius TM , Distech Controls TM , and QSC ® , we control how a built space operates and the experiences that happen within that space.

Through Atrius ® , Distech Controls ® , and QSC ® , we control how a built space operates and the experiences that happen within that space.

We have a unique collection of disruptive technologies, which are delivering distinct end-user outcomes.

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Our Atrius intelligent building software enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions.

Our Distech Controls TM building management platform includes products for controlling heating, ventilation, and air conditioning (“HVAC”), lighting, shades, and building access that deliver end-to-end optimization of those building systems.

Our Distech Controls ® building management platform includes products for controlling heating, ventilation, and air conditioning (“HVAC”), lighting, shades, and building access that deliver end-to-end optimization of those building systems.

Q-SYS ® , our innovative full stack audio, video and control platform, unifies data, devices, and a cloud-first architecture, empowering organizations to deliver transformative AV experiences across built spaces.

1 unchanged sentence

Acuity Intelligent Spaces goes to market primarily through system integrators and key customer verticals include retail stores, airports, universities, enterprise campuses, and hospitality among many other broad applications throughout North America, Europe, and other select international locations.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Basis of Presentation

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and its wholly-owned subsidiaries.

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 28, 2025, our consolidated comprehensive income for the three and six months ended February 28, 2025 and February 29, 2024, and our consolidated cash flows for the six months ended February 28, 2025 and February 29, 2024.

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, 2025, our consolidated comprehensive income for the three and nine months ended May 31, 2025 and May 31, 2024, and our consolidated cash flows for the nine months ended May 31, 2025 and May 31, 2024.

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

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

Acquisition-related professional fees were expensed as incurred for $ 14.1 million and $ 18.7 million for the three and six months ended February 28, 2025, respectively.

Acquisition-related professional fees were expensed as incurred for $ 2.5 million and $ 21.2 million for the three and nine months ended May 31, 2025, respectively.

These costs were recorded in Selling, distribution, and administrative expenses on the Consolidated Statements of Comprehensive Income and were reflected in our unallocated corporate amounts.

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(1) Gross intangible assets of $ 697.6 million reflect estimates for definite-lived intangibles with a preliminary estimated weighted average useful life of approximately 15 years.

Assets and liabilities for QSC are reflected in the Consolidated Balance Sheets as of February 28, 2025.

Assets and liabilities for QSC are reflected in the Consolidated Balance Sheets as of May 31, 2025.

Approximately $ 300.0 million of the preliminary goodwill is expected to be deductible for tax purposes.

The preliminary goodwill is recorded in the AIS segment, and it is primarily comprised of benefits related to expanding AIS’ technology and audio, video, and control solution product portfolios.

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, potential liabilities, tax-related items, and final net working capital adjustments, if any.

These amounts are expected to change as we finalize the allocation.

Measurement period adjustments for the fiscal third quarter primarily reflected updated amounts of consideration transferred for the purchase of QSC and were reflected as adjustments to goodwill.

Other measurement period adjustments, including the income statement impact to prior period results, were not material.

The operating results of QSC have been included in our consolidated financial statements since the date of acquisition.

The following table provides the amount of QSC net sales and net income included within our consolidated financial statements since the acquisition date (in millions):

February 28, 2025

Three Months Ended Six Months Ended

Revenue $ 95.1 $ 95.1

Three Months Ended Nine Months Ended

Net sales $ 172.8 $ 267.9

Net income (1)

____________________________________

(1) Net income includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 10.4 million and preliminary amortization of acquired intangible assets of $ 7.8 million for the three and six months ended February 28, 2025.

(1) Net income for the three months ended May 31, 2025 includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 19.2 million and preliminary amortization of acquired intangible assets of $ 11.6 million.

Net income for the nine months ended May 31, 2025 includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 29.6 million and preliminary amortization of acquired intangible assets of $ 19.4 million

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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Quarter-to-Date Year-to-Date

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Revenue $ 1,178.6 $ 1,107.6 $ 3,337.2 $ 3,204.0

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______________________________

(1) Pro forma net income for the quarter-to-date period ended February 29, 2024 includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 6.8 million.

Pro forma net income for the year-to-date period ending February 29, 2024 includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 22.5 million and acquisition-related costs of $ 18.7 million.

(1) Pro forma net income for the year-to-date period ending May 31, 2024 includes preliminary pre-tax nonrecurring acquisition date fair value adjustments to inventory of $ 29.6 million and acquisition-related costs of $ 21.2 million.

We did not have any other significant nonrecurring pro forma adjustments directly attributable to the acquisition.

On January 19, 2024, we acquired certain assets related to Arize® horticulture lighting products from Current Lighting Solutions, LLC.

M3 Innovation, LLC

On May 1, 2025, we acquired certain assets of M3 Innovation, LLC (“M3 Innovation”), a sports lighting startup that uses innovative technology to lower the overall cost of the installation and operation of sports lighting solutions.

The assets have been included in ABL's financial results since the date of acquisition and did not have a material impact to our consolidated financial condition, results of operations, or cash flows .

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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.

There were no material changes to the valuation methods or assumptions used to determine fair values during the periods presented.

No transfers between the levels of the fair value hierarchy occurred during the current fiscal period.

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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 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

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Amounts are recorded at cost less any impairment adjusted for observable price changes, if any.

Nonrecurring Fair Value Measurements

The following table summarizes information related to our nonrecurring fair value measurements as of the dates presented (in millions):

Measurement Date Fair Value Hierarchy Level Fair Value

Long-lived intangible assets May 31, 2025 Level 3 $ —

Assets held for sale

May 31, 2025 Level 3 5.5

Total assets at nonrecurring fair value $ 5.5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Long-Lived Intangible Assets

During the third quarter of fiscal 2025, we took actions to accelerate productivity efforts, including the elimination of certain brands, which triggered an impairment test for the related intangible assets.

Accordingly, we assessed the recoverability of these assets using an undiscounted cash flow model and concluded the carrying values of the assets were not fully recoverable.

Based on the significant change in expected use of these assets, we determined their fair values were de minimis at May 31, 2025, and recorded impairment charges of $ 14.7 million.

This charge is reflected within Special Charges on the Consolidated Statements of Comprehensive Income and relates to our ABL segment.

Long-lived Assets Held for Sale

During the third quarter of fiscal 2025, we determined one of our assets, included within property, plant, and equipment, with a carrying value of $ 7.5 million met the criteria to be classified as held for sale and is expected to be sold within one year.

We concluded the carrying value exceeded its fair value less cost to sell of this asset, which resulted in an impairment charge of $ 2.0 million.

This charge is reflected within Special Charges on the Consolidated Statements of Comprehensive Income and relates to our ABL segment.

Fair values and costs were measured primarily using recent sales of comparable assets.

As of May 31, 2025, the carrying value of the asset was $ 5.5 million .

Any reasonably likely change in the assumptions used in the analyses for the assets impaired during the third quarter of fiscal 2025 would not be material to our financial condition or results of operations.

Disclosures of Fair Value of Financial Instruments

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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 $ 432.7 million and $ 429.7 million as of February 28, 2025 and August 31, 2024, respectively.

We had $ 600.0 million and no borrowings outstanding under our credit agreement as of February 28, 2025 and August 31, 2024, respectively.

Such borrowings are variable-rate instruments that reset on a frequent short-term

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The estimated fair value of our senior unsecured public notes was $ 433.0 million and $ 429.7 million as of May 31, 2025 and August 31, 2024, respectively.

We had $ 500.0 million and no borrowings outstanding under our credit agreement as of May 31, 2025 and August 31, 2024, respectively.

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

therefore, we estimate that any outstanding carrying values of these instruments, which are equal to their face amounts, approximate their fair values.

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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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 6 — Inventories

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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 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

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

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

February 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Land $ 22.0 $ 22.3

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Property, plant, and equipment, net $ 323.8 $ 303.9

As of May 31, 2025, one of our assets, included within property, plant, and equipment, with a carrying value of $ 5.5 million met the criteria to be classified as held for sale and is expected to be sold within one year.

This asset is reflected within Prepayments and other current assets on our Consolidated Balance Sheets as of May 31, 2025.

See the Fair Value Measurement footnote of the Notes to Consolidated Financial Statements for further details.

Note 8 — Goodwill and Intangible Assets

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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 $ 16.8 million and $ 10.0 million during the three months ended February 28, 2025 and February 29, 2024, respectively, and $ 25.5 million and $ 19.9 million during the six months ended February 28, 2025 and February 29, 2024, respectively.

During the six months ended

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

February 28, 2025, we acquired goodwill and intangible assets as part of the QSC acquisition.

We recorded amortization expense for definite-lived intangible assets of $ 20.0 million and $ 10.0 million during the three months ended May 31, 2025 and May 31, 2024, respectively, and $ 45.5 million and $ 29.9 million during the nine months ended May 31, 2025 and May 31, 2024, respectively.

During the nine months ended May 31, 2025, we acquired goodwill and intangible assets as part of the QSC acquisition.

Refer to Acquisitions footnote of the Notes to Consolidated Financial Statements for additional information.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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Provisional amounts from acquired business — 363.5 363.5

Adjustments to provisional amounts from acquired businesses — 31.5 31.5

Foreign currency translation adjustments ( 0.3 ) ( 0.8 ) ( 1.1 )

Balance at February 28, 2025 $ 1,006.9 $ 443.4 $ 1,450.3

Balance at May 31, 2025 $ 1,014.8 $ 477.8 $ 1,492.6

Acuity Brands Lighting Acuity Intelligent Spaces Total

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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

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 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Customer incentive programs (1)

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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 28, 2025 and August 31, 2024.

We had no short-term borrowings outstanding under the Revolving Credit Facility at May 31, 2025 and August 31, 2024.

On November 25, 2024, we entered into an amendment to the Credit Agreement that, among other things, provided for a delayed draw term loan facility of up to $ 600.0 million (the “Term Loan Facility”), which could be drawn in a single borrowing at any time, subject to certain conditions.

In connection with the acquisition of QSC, we incurred an aggregate $ 600.0 million in indebtedness under the Term Loan Facility.

We had $ 600.0 million in borrowings outstanding under the Term Loan Facility at February 28, 2025, of which $ 100.0 million is expected to be repaid within one year and therefore is reflected within Current maturitie s of debt on our Consolidated Balance Sheets .

In March 2025, we repaid $ 100.0 million of the outstanding obligation.

We had $ 500.0 million in borrowings outstanding under the Term Loan Facility at May 31, 2025.

The Term Loan Facility will mature on June 30, 2027, which is the maturity date of the revolving loans and commitments under the existing Credit Agreement.

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

At February 28, 2025, we had additional borrowing capacity under the Credit Agreement of $ 595.8 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 $ 4.2 million issued under the Revolving Credit Facility, primarily for securing collateral requirements under our casualty insurance premiums.

At May 31, 2025, we had additional borrowing capacity under the Credit Agreement of $ 595.8 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 $ 4.2 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.

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

For the period ended February 28, 2025, 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.

For the period ended May 31, 2025, 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.

Product Warranty Costs

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

Six Months Ended

February 28, 2025 February 29, 2024

Nine Months Ended

May 31, 2025 May 31, 2024

Beginning balance $ 37.5 $ 31.6

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( 28.0 ) ( 30.1 )

Acquired warranty and recall liabilities 7.8 —

Acquired warranty liabilities 7.8 —

Ending balance $ 41.0 $ 37.3

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Balance, February 28, 2025 31.0 0.5 1,132.8 4,084.0 ( 142.9 ) ( 2,554.0 ) 2,520.4

Net income — — — 98.4 — — 98.4

Other comprehensive income — — — — 28.3 — 28.3

Share-based payment amortization, issuances, and cancellations — * — 10.2 — — — 10.2

Employee stock purchase plan issuances — * — 0.5 — — — 0.5

Cash dividends of $ 0.17 per share paid on common stock

— — — ( 5.3 ) — — ( 5.3 )

Repurchases of common stock ( 0.3 ) — — — — ( 68.5 ) ( 68.5 )

Balance, May 31, 2025 30.7 $ 0.5 $ 1,143.5 $ 4,177.1 $ ( 114.6 ) $ ( 2,622.5 ) $ 2,584.0

_______________________________________

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

* Represents shares of less than 0.1 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Common Stock Outstanding

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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.

* Represents shares of less than 0.1 million.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 13 — Revenue

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

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 28, 2025 August 31, 2024

May 31, 2025 August 31, 2024

Current deferred revenues $ 20.8 $ 17.4

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These services are expected to be performed within one year.

Revenue recognized from beginning balances of contract liabilities during the six months ended February 28, 2025 totaled $ 9.8 million.

Revenue recognized from beginning balances of contract liabilities during the nine months ended May 31, 2025 totaled $ 13.2 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 28, 2025 and consist primarily of orders for physical goods that have not yet been shipped.

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, 2025 and consist primarily of orders for physical goods that have not yet been shipped.

Disaggregated Revenues

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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 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended Nine Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Acuity Brands Lighting:

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We account for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors over the related requisite service period, including restricted stock, performance stock units, and stock options (all part of our equity incentive plan), as well as stock units representing certain deferrals into our director deferred compensation plan or our supplemental deferred savings plan.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended Nine Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Share-based payment expense $ 10.5 $ 11.8 $ 34.0 $ 34.9

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We make at least the minimum annual contributions to the plans to the extent indicated by actuarial valuations and statutory requirements.

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

Plan assets are invested primarily in fixed income securities.

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended Nine Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Service cost $ 1.4 $ 1.1 $ 4.1 $ 3.4

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Further details regarding our pension plans are included within the Pension and Defined Contribution Plans footnote of the Notes to Consolidated Financial Statements within our Form 10-K.

Note 16 — Special Charges

During the third fiscal quarter of 2025, we recognized pre-tax special charges of $ 29.7 million.

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

The details of the special charges during the periods presented are summarized as follows (in millions):

Three Months Ended Nine Months Ended

Impairments of long-lived assets $ 16.7 $ 16.7

Severance and employee-related costs 7.2 7.2

Other items 5.8 5.8

Total special charges $ 29.7 $ 29.7

As of May 31, 2025, remaining accruals related to special charges totaled $ 1.9 million and are included in Accrued compensation in the Consolidated Balance Sheets .

These amounts related to unpaid severance and employee-related costs from our third quarter fiscal 2025 actions.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 17 — Other Expense

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

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended Nine Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Interest expense (income), net:

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Interest expense (income), net 12.1 ( 1.8 ) 15.0 ( 1.0 )

Miscellaneous expense, net:

Miscellaneous expense (income), net:

Non-service components of net periodic pension cost 1.0 1.2 2.9 3.3

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Other items 0.9 ( 0.3 ) 2.6 ( 1.5 )

Miscellaneous expense, net 1.0 0.6 3.5 1.7

Other expense, net $ 7.9 $ 0.5 $ 6.4 $ 2.5

Miscellaneous expense (income), net 2.3 ( 0.5 ) 5.8 1.2

Other expense (income), net $ 14.4 $ ( 2.3 ) $ 20.8 $ 0.2

Note 18 — Earnings Per Share

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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 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended Nine Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Net income $ 98.4 $ 113.9 $ 282.6 $ 303.7

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 the three and six months ended February 28, 2025 and February 29, 2024.

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.

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Comprehensive income includes our net income as well as other comprehensive (loss) income items, which are comprised of foreign currency translation and pension adjustments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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

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Net current period other comprehensive (loss) income ( 1.2 ) 1.5 0.3

Balance at February 28, 2025 $ ( 99.9 ) $ ( 43.0 ) $ ( 142.9 )

Balance at May 31, 2025 $ ( 72.1 ) $ ( 42.5 ) $ ( 114.6 )

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 )

_______________________________________

3 unchanged sentences

Three Months Ended

February 28, 2025 February 29, 2024

May 31, 2025 May 31, 2024

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

1 unchanged sentence

Actuarial losses on defined benefit pension plans 0.6 ( 0.1 ) 0.5 0.8 ( 0.3 ) 0.5

Other comprehensive (loss) income $ ( 11.1 ) $ ( 0.1 ) $ ( 11.2 ) $ 1.5 $ ( 0.1 ) $ 1.4

Six Months Ended

February 28, 2025 February 29, 2024

Other comprehensive income (loss) $ 28.4 $ ( 0.1 ) $ 28.3 $ 1.1 $ ( 0.3 ) $ 0.8

Nine Months Ended

May 31, 2025 May 31, 2024

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

1 unchanged sentence

Actuarial losses on defined benefit pension plans 1.9 ( 0.4 ) 1.5 2.4 ( 0.6 ) 1.8

Other comprehensive (loss) income $ ( 27.7 ) $ ( 0.3 ) $ ( 28.0 ) $ 0.2 $ ( 0.3 ) $ ( 0.1 )

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Other comprehensive income (loss) $ 0.7 $ ( 0.4 ) $ 0.3 $ 1.3 $ ( 0.6 ) $ 0.7

Note 20 — Segment Information

4 unchanged sentences

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

During the third fiscal quarter of 2025, we recorded $ 29.7 million in special charges within the ABL segment.

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

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

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended Nine Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Acuity Brands Lighting $ 923.2 $ 898.5 $ 2,649.8 $ 2,618.4

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 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Three Months Ended Nine Months Ended

May 31, 2025 May 31, 2024 May 31, 2025 May 31, 2024

Operating profit - Acuity Brands Lighting $ 134.0 $ 151.5 $ 407.6 $ 421.3

3 unchanged sentences

Interest expense (income), net 12.1 ( 1.8 ) 15.0 ( 1.0 )

Miscellaneous expense, net 1.0 0.6 3.5 1.7

Miscellaneous expense (income), net 2.3 ( 0.5 ) 5.8 1.2

Income before income taxes $ 125.4 $ 147.6 $ 362.5 $ 396.1

Segment assets include accounts receivable and inventory.

Total segment assets for AIS were $ 214.7 million and $ 67.6 million as of February 28, 2025 and August 31, 2024, respectively.

Total segment assets for AIS were $ 194.3 million and $ 67.6 million as of May 31, 2025 and August 31, 2024, respectively.

This increase was due to the acquisition of QSC.

1 unchanged sentence

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