Supplemental Guarantor Condensed Consolidating Financial Statements

In December 2009, ABL, the wholly-owned and principal operating subsidiary of the Company, engaged in the refinancing of the current debt outstanding through a private placement bond offering of $350.0 aggregate principal amount of senior unsecured notes due in fiscal 2020. See Debt footnote for further information on the refinancing activities.

In accordance with the registration rights agreement by and between ABL and the Guarantors and the initial purchases of the Notes, ABL and the Guarantors to the Notes filed a registration statement with the SEC for an offer to exchange the Notes for an issue of SEC-registered notes with identical terms. Due to the filing of the registration statement and offer to exchange, the Company determined the need for compliance with Rule 3-10 of SEC Regulation S-X (“Rule 3-10”). In lieu of providing separate audited financial statements for ABL and ABL IP Holding, the Company has included the accompanying Condensed Consolidating Financial Statements in accordance with Rule 3-10(d) of SEC Regulation S-X. The column marked “Parent” represents the financial condition, results of operations, and cash flows of Acuity Brands. The column marked “Subsidiary Issuer” represents the financial condition, results of operations, and cash flows of ABL. The column entitled “Subsidiary Guarantor” represents the financial condition, results of operations, and cash flows of ABL IP Holding. Lastly, the column listed as “Non-Guarantors” includes the financial condition, results of operations, and cash flows of the non-guarantor direct and indirect subsidiaries of Acuity Brands, which consist primarily of foreign subsidiaries. Eliminations were necessary in order to arrive at consolidated amounts. In addition, the equity method of accounting was used to calculate investments in subsidiaries. Accordingly, this basis of presentation is not intended to present our financial condition, results of operations, or cash flows for any purpose other than to comply with the specific requirements for parent-subsidiary guarantor reporting.

CONDENSED CONSOLIDATING BALANCE SHEETS



	At August 31, 2011
	Parent			Subsidiary Issuer			Subsidiary Guarantor			Non- Guarantors			Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	127.2		$	0.1		$	—		$	42.9		$	—		$	170.2
Accounts receivable, net	—			228.3			—			34.3			—			262.6
Inventories	—			156.7			—			9.2			—			165.9
Other current assets	6.0			19.8			—			6.0			—			31.8
Total Current Assets	133.2			404.9			—			92.4			—			630.5
Property, Plant, and Equipment, net	—			111.3			—			31.9			—			143.2
Goodwill	—			519.8			2.7			36.7			—			559.2
Intangible assets	—			106.8			125.5			1.9			—			234.2
Other long-term assets	3.5			19.1			—			7.7			—			30.3
Investments in subsidiaries	741.3			105.7			—			0.1			(847.1		)	—
Total Assets	$	878.0		$	1,267.6		$	128.2		$	170.7		$	(847.1	)	$	1,597.4

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1.6		$	191.2		$	—		$	11.0		$	—		$	203.8
Intercompany payable (receivable)	78.1			(43.0		)	(78.6		)	43.5			—			—
Other accrued liabilities	14.5			100.7			—			12.4			—			127.6
Total Current Liabilities	94.2			248.9			(78.6		)	66.9			—			331.4
Long-Term Debt	—			353.4			—			—			—			353.4
Deferred Income Taxes	(30.0		)	69.8			—			(3.4		)	—			36.4
Other Long-Term Liabilities	56.8			48.2			—			14.2			—			119.2
Total Stockholders’ Equity	757.0			547.3			206.8			93.0			(847.1		)	757.0
Total Liabilities and Stockholders’ Equity	$	878.0		$	1,267.6		$	128.2		$	170.7		$	(847.1	)	$	1,597.4

CONDENSED CONSOLIDATING BALANCE SHEETS



	At August 31, 2010
	Parent			Subsidiary Issuer			Subsidiary Guarantor			Non- Guarantors		Eliminations			Consolidated
ASSETS
Current Assets:
Cash and cash equivalents	$	163.1		$	0.4		$	—		$	27.5	$	—		$	191.0
Accounts receivable, net	—			219.0			—			36.1		—			255.1
Inventories	—			139.5			—			9.5		—			149.0
Other current assets	7.2			19.0			—			5.0		—			31.2
Total Current Assets	170.3			377.9			—			78.1		—			626.3
Property, Plant, and Equipment, net	—			107.3			—			31.1		—			138.4
Goodwill	—			478.4			2.7			34.5		—			515.6
Intangible assets	—			72.8			124.3			2.4		—			199.5
Other long-term assets	4.6			7.2			—			12.0		—			23.8
Investments in subsidiaries	635.7			97.4			—			0.2		(733.3		)	—
Total Assets	$	810.6		$	1,141.0		$	127.0		$	158.3	$	(733.3	)	$	1,503.6

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	0.7		$	178.5		$	—		$	15.8	$	—		$	195.0
Intercompany payable (receivable)	63.8			(30.0		)	(60.2		)	26.4		—			—
Other accrued liabilities	15.6			97.6			—			13.1		—			126.3
Total Current Liabilities	80.1			246.1			(60.2		)	55.3		—			321.3
Long-Term Debt	—			353.3			—			—		—			353.3
Deferred Income Taxes	(18.5		)	28.5			—			0.2		—			10.2
Other Long-Term Liabilities	54.6			54.0			—			15.8		—			124.4
Total Stockholders’ Equity	694.4			459.1			187.2			87.0		(733.3		)	694.4
Total Liabilities and Stockholders’ Equity	$	810.6		$	1,141.0		$	127.0		$	158.3	$	(733.3	)	$	1,503.6

CONDENSED CONSOLIDATING STATEMENTS OF INCOME



	Year Ended August 31, 2011
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Eliminations			Consolidated
Net Sales:
External sales	$	—		$	1,603.4		$	—	$	192.3		$	—		$	1,795.7
Intercompany sales	—			—			27.7		71.8			(99.5		)	—
Total Sales	—			1,603.4			27.7		264.1			(99.5		)	1,795.7
Cost of Products Sold	—			934.1			—		203.4			(71.8		)	1,065.7
Gross Profit	—			669.3			27.7		60.7			(27.7		)	730.0
Selling, Distribution, and Administrative Expenses	25.3			483.8			4.6		55.3			(27.7		)	541.3
Intercompany charges	(35.8		)	30.9			—		4.9			—			—
Operating Profit	10.5			154.6			23.1		0.5			—			188.7
Interest expense (income), net	8.4			21.8			—		(0.3		)	—			29.9
Equity earnings in subsidiaries	(103.9		)	(3.1		)	—		0.1			106.9			—
Miscellaneous (income) expense, net	(0.3		)	1.6			—		(0.1		)	—			1.2
Income from Continuing Operations before Provision for Income Taxes	106.3			134.3			23.1		0.8			(106.9		)	157.6
Provision for Income Taxes	0.8			41.9			9.3		0.1			—			52.1
Net Income	$	105.5		$	92.4		$	13.8	$	0.7		$	(106.9	)	$	105.5

CONDENSED CONSOLIDATING STATEMENTS OF INCOME



	Year Ended August 31, 2010
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Eliminations			Consolidated
Net Sales:
External sales	$	—		$	1,437.8		$	—	$	189.1		$	—		$	1,626.9
Intercompany sales	—			—			25.3		62.4			(87.7		)	—
Total Sales	—			1,437.8			25.3		251.5			(87.7		)	1,626.9
Cost of Products Sold	—			842.6			—		185.2			(62.4		)	965.4
Gross Profit	—			595.2			25.3		66.3			(25.3		)	661.5
Selling, Distribution, and Administrative Expenses	24.3			440.6			4.1		51.7			(25.3		)	495.4
Intercompany charges	(33.6		)	28.6			—		5.0			—			—
Special Charge	0.6			7.3			—		0.5			—			8.4
Operating Profit	8.7			118.7			21.2		9.1			—			157.7
Interest expense (income), net	7.8			21.8			—		(0.2		)	—			29.4
Loss on early debt extinguishment	—			10.5			—		—			—			10.5
Equity earnings in subsidiaries	(78.2		)	(6.9		)	—		0.1			85.0			—
Miscellaneous (income) expense, net	(0.3		)	(1.0		)	—		0.3			—			(1.0		)
Income from Continuing Operations before Provision for Income Taxes	79.4			94.3			21.2		8.9			(85.0		)	118.8
Provision for Income Taxes	0.4			28.3			7.4		3.7			—			39.8
Income from Continuing Operations	79.0			66.0			13.8		5.2			(85.0		)	79.0
Income from Discontinued Operations	0.6			—			—		—			—			0.6
Net Income	$	79.6		$	66.0		$	13.8	$	5.2		$	(85.0	)	$	79.6

CONDENSED CONSOLIDATING STATEMENTS OF INCOME



	Year Ended August 31, 2009
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Eliminations			Consolidated
Net Sales:
External sales	$	—		$	1,473.2		$	—	$	184.2		$	—		$	1,657.4
Intercompany sales	—			—			29.4		59.2			(88.6		)	—
Total Sales	—			1,473.2			29.4		243.4			(88.6		)	1,657.4
Cost of Products Sold	—			902.3			—		179.2			(59.2		)	1,022.3
Gross Profit	—			570.9			29.4		64.2			(29.4		)	635.1
Selling, Distribution, and Administrative Expenses	22.3			405.7			4.1		51.9			(29.4		)	454.6
Intercompany charges	(32.5		)	26.8			—		5.7			—			—
Special Charge	(0.5		)	19.5			—		7.7			—			26.7
Operating Profit (Loss)	10.7			118.9			25.3		(1.1		)	—			153.8
Interest expense (income), net	6.7			22.0			—		(0.2		)	—			28.5
Equity earnings in subsidiaries	(82.2		)	(4.6		)	—		0.1			86.7			—
Miscellaneous income, net	(0.1		)	(0.8		)	—		(1.1		)	—			(2.0		)
Income from Continuing Operations before Provision for Income Taxes	86.3			102.3			25.3		0.1			(86.7		)	127.3
Provision for Income Taxes	1.1			31.6			9.4		—			—			42.1
Income from Continuing Operations	85.2			70.7			15.9		0.1			(86.7		)	85.2
Loss from Discontinued Operations	(0.3		)	—			—		—			—			(0.3		)
Net Income	$	84.9		$	70.7		$	15.9	$	0.1		$	(86.7	)	$	84.9

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Year Ended August 31, 2011
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Eliminations			Consolidated
Net Cash Provided by Operating Activities	$	126.3		$	18.0		$	—	$	16.8		$	—		$	161.1
Cash Provided by (Used for) Investing Activities:
Purchases of property, plant, and equipment	—			(20.0		)	—		(3.3		)	—			(23.3		)
Proceeds from sale of property, plant, and equipment	—			1.2			—		—			—			1.2
Investments in subsidiaries	(90.4		)	—			—		—			90.4			—
Acquisitions of business and intangible assets	—			(90.4		)	—		—			—			(90.4		)
Net Cash Used for Investing Activities	(90.4		)	(109.2		)	—		(3.3		)	90.4			(112.5		)
Cash Provided by (Used for) Financing Activities:
Proceeds from stock option exercises and other	6.5			—			—		—			—			6.5
Repurchases of common stock	(61.0		)	—			—		—			—			(61.0		)
Excess tax benefits from share-based payments	5.3			—			—		—			—			5.3
Intercompany capital	—			90.4			—		—			(90.4		)	—
Dividends paid	(22.6		)	—			—		—			—			(22.6		)
Net Cash (Used for) Provided by Financing Activities	(71.8		)	90.4			—		—			(90.4		)	(71.8		)
Effect of Exchange Rate Changes on Cash	—			0.5			—		1.9			—			2.4
Net Change in Cash and Cash Equivalents	(35.9		)	(0.3		)	—		15.4			—			(20.8		)
Cash and Cash Equivalents at Beginning of Period	163.1			0.4			—		27.5			—			191.0
Cash and Cash Equivalents at End of Period	$	127.2		$	0.1		$	—	$	42.9		$	—		$	170.2

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Year Ended August 31, 2010
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Eliminations			Consolidated
Net Cash Provided by (Used for) Operating Activities	$	232.7		$	(91.3	)	$	—	$	19.1		$	—		$	160.5
Cash Provided by (Used for) Investing Activities:
Purchases of property, plant, and equipment	—			(19.4		)	—		(2.5		)	—			(21.9		)
Proceeds from sale of property, plant, and equipment	—			0.1			—		0.1			—			0.2
Investments in subsidiaries	(14.6		)	—			—		—			14.6			—
Acquisitions of business and intangible assets	(8.0		)	(14.6		)	—		—			—			(22.6		)
Net Cash Used for Investing Activities	(22.6		)	(33.9		)	—		(2.4		)	14.6			(44.3		)
Cash Provided by (Used for) Financing Activities:
Repayments of long-term debt	—			(237.9		)	—		—			—			(237.9		)
Issuance of long-term debt	—			346.5			—		—			—			346.5
Intercompany borrowings (payments)	—			2.4			—		(2.4		)	—			—
Proceeds from stock option exercises and other	6.5			—			—		—			—			6.5
Repurchases of common stock	(36.1		)	—			—		—			—			(36.1		)
Excess tax benefits from share-based payments	2.8			—			—		—			—			2.8
Intercompany capital	—			14.6			—		—			(14.6		)	—
Dividends paid	(22.6		)	—			—		—			—			(22.6		)
Net Cash (Used for) Provided by Financing Activities	(49.4		)	125.6			—		(2.4		)	(14.6		)	59.2
Effect of Exchange Rate Changes on Cash	—			(0.6		)	—		(2.5		)	—			(3.1		)
Net Change in Cash and Cash Equivalents	160.7			(0.2		)	—		11.8			—			172.3
Cash and Cash Equivalents at Beginning of Period	2.4			0.6			—		15.7			—			18.7
Cash and Cash Equivalents at End of Period	$	163.1		$	0.4		$	—	$	27.5		$	—		$	191.0

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	Year Ended August 31, 2009
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Eliminations			Consolidated
Net Cash (Used for) Provided by Operating Activities	$	(90.6	)	$	182.8		$	—	$	0.5		$	—		$	92.7
Cash Provided by (Used for) Investing Activities:
Purchases of property, plant, and equipment	—			(17.7		)	—		(3.5		)	—			(21.2		)
Proceeds from sale of property, plant, and equipment	—			0.1			—		0.1			—			0.2
Investments in subsidiaries	(162.1		)	—			—		—			162.1			—
Acquisitions of businesses	—			(162.1		)	—		—			—			(162.1		)
Net Cash Used for Investing Activities	(162.1		)	(179.7		)	—		(3.4		)	162.1			(183.1		)
Cash Provided by (Used for) Financing Activities:
Repayments of long-term debt	(0.4		)	(162.0		)	—		—			—			(162.4		)
Intercompany borrowings (payments)	—			2.0			—		(2.0		)	—			—
Proceeds from stock option exercises and other	3.0			—			—		—			—			3.0
Excess tax benefits from share-based payments	0.4			—			—		—			—			0.4
Intercompany capital	—			162.1			—		—			(162.1		)	—
Dividends paid	(21.6		)	—			—		—			—			(21.6		)
Net Cash (Used for) Provided by Financing Activities	(18.6		)	2.1			—		(2.0		)	(162.1		)	(180.6		)
Cash Flows from Discontinued Operations:
Net Cash Used for Operating Activities	(0.3		)	—			—		—			—			(0.3		)
Net Cash Used for Discontinued Operations	(0.3		)	—			—		—			—			(0.3		)
Effect of Exchange Rate Changes on Cash	—			(4.6		)	—		(2.5		)	—			(7.1		)
Net Change in Cash and Cash Equivalents	(271.6		)	0.6			—		(7.4		)	—			(278.4		)
Cash and Cash Equivalents at Beginning of Period	274.0			—			—		23.1			—			297.1
Cash and Cash Equivalents at End of Period	$	2.4		$	0.6		$	—	$	15.7		$	—		$	18.7