Supplemental Guarantor Condensed Consolidating Financial Statements

In December 2009, ABL, the 100% owned and principal operating subsidiary of Acuity Brands, refinanced the then current outstanding debt through the issuance of the Notes. See Debt and Lines of Credit footnote for further information.

In accordance with the registration rights agreement by and between ABL and the guarantors to the Notes and the initial purchasers 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 since the Notes are fully and unconditionally guaranteed by Acuity Brands and ABL IP Holding. 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. Consolidating adjustments 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 the Company's 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

(In millions)



	At August 31, 2017
	Parent		Subsidiary Issuer		Subsidiary Guarantor		Non- Guarantors		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	237.7	$	—	$	—	$	73.4	$	—		$	311.1
Accounts receivable, net	—		494.6		—		78.7		—			573.3
Inventories	—		305.5		—		23.1		—			328.6
Other current assets	1.6		15.8		—		15.2		—			32.6
Total current assets	239.3		815.9		—		190.4		—			1,245.6
Property, plant, and equipment, net	0.2		228.3		—		59.2		—			287.7
Goodwill	—		677.7		2.7		220.5		—			900.9
Intangible assets, net	—		235.5		109.8		103.5		—			448.8
Deferred income taxes	51.6		—		—		8.0		(56.2		)	3.4
Other long-term assets	1.5		10.9		—		0.8		—			13.2
Investments in and amounts due from affiliates	1,500.3		330.4		234.2		—		(2,064.9		)	—
Total assets	$	1,792.9	$	2,298.7	$	346.7	$	582.4	$	(2,121.1	)	$	2,899.6

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	0.9	$	366.4	$	—	$	27.8	$	—		$	395.1
Current maturities of long-term debt	—		—		—		0.4		—			0.4
Accrued liabilities	27.6		138.9		—		38.9		—			205.4
Total current liabilities	28.5		505.3		—		67.1		—			600.9
Long-term debt	—		353.1		—		3.4		—			356.5
Deferred income taxes	—		134.6		—		29.8		(56.2		)	108.2
Other long-term liabilities	98.7		49.3		—		20.4		—			168.4
Amounts due to affiliates	—		—		—		128.8		(128.8		)	—
Total stockholders’ equity	1,665.7		1,256.4		346.7		332.9		(1,936.1		)	1,665.6
Total liabilities and stockholders’ equity	$	1,792.9	$	2,298.7	$	346.7	$	582.4	$	(2,121.1	)	$	2,899.6

CONDENSED CONSOLIDATING BALANCE SHEETS

(In millions)



	At August 31, 2016
	Parent		Subsidiary Issuer		Subsidiary Guarantor		Non- Guarantors		Consolidating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	368.2	$	—	$	—	$	45.0	$	—		$	413.2
Accounts receivable, net	—		503.0		—		69.8		—			572.8
Inventories	—		274.7		—		20.5		—			295.2
Other current assets	2.5		14.3		—		24.9		—			41.7
Total current assets	370.7		792.0		—		160.2		—			1,322.9
Property, plant, and equipment, net	0.3		217.8		—		49.7		—			267.8
Goodwill	—		735.8		2.7		209.3		—			947.8
Intangible assets, net	—		168.1		113.4		99.9		—			381.4
Deferred income taxes	47.5		—		—		6.5		(48.9		)	5.1
Other long-term assets	1.4		20.4		—		1.2		—			23.0
Investments in and amounts due from affiliates	1,347.6		299.6		200.5		—		(1,847.7		)	—
Total assets	$	1,767.5	$	2,233.7	$	316.6	$	526.8	$	(1,896.6	)	$	2,948.0

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1.2	$	371.3	$	—	$	28.5	$	—		$	401.0
Current maturities of long-term debt	—		—		—		0.2		—			0.2
Other accrued liabilities	14.5		215.4		—		41.4		—			271.3
Total current liabilities	15.7		586.7		—		70.1		—			672.5
Long-term debt	—		352.8		—		2.2		—			355.0
Deferred income taxes	—		95.5		—		28.0		(48.9		)	74.6
Other long-term liabilities	92.0		64.8		—		29.3		—			186.1
Amounts due to affiliates	—		—		—		96.9		(96.9		)	—
Total stockholders’ equity	1,659.8		1,133.9		316.6		300.3		(1,750.8		)	1,659.8
Total liabilities and stockholders’ equity	$	1,767.5	$	2,233.7	$	316.6	$	526.8	$	(1,896.6	)	$	2,948.0

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(In millions)



	Year Ended August 31, 2017
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Consolidating Adjustments			Consolidated
Net sales:
External sales	$	—		$	3,105.2		$	—	$	399.9		$	—		$	3,505.1
Intercompany sales	—			—			49.4		179.2			(228.6		)	—
Total sales	—			3,105.2			49.4		579.1			(228.6		)	3,505.1
Cost of products sold	—			1,764.5			—		432.8			(173.4		)	2,023.9
Gross profit	—			1,340.7			49.4		146.3			(55.2		)	1,481.2
Selling, distribution, and administrative expenses	45.0			824.8			3.6		132.8			(55.1		)	951.1
Intercompany charges	(56.9		)	47.7			—		9.2			—			—
Special charge	—			11.3			—		—			—			11.3
Operating profit	11.9			456.9			45.8		4.3			(0.1		)	518.8
Interest expense, net	11.0			16.1			—		5.4			—			32.5
Equity earnings in subsidiaries	(320.9		)	(7.7		)	—		0.2			328.4			—
Miscellaneous (income) expense, net	—			(8.0		)	—		1.7			—			(6.3		)
Income (loss) before provision for income taxes	321.8			456.5			45.8		(3.0		)	(328.5		)	492.6
Provision (benefit) for income taxes	0.1			158.0			15.7		(2.9		)	—			170.9
Net income (loss)	321.7			298.5			30.1		(0.1		)	(328.5		)	321.7

Other comprehensive income (loss) items:
Foreign currency translation adjustments	19.0			19.0			—		—			(19.0		)	19.0
Defined benefit pension plans, net	20.7			11.8			—		7.5			(19.3		)	20.7
Other comprehensive income items after provision for income taxes	39.7			30.8			—		7.5			(38.3		)	39.7
Comprehensive income	$	361.4		$	329.3		$	30.1	$	7.4		$	(366.8	)	$	361.4

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(In millions)



	Year Ended August 31, 2016
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Consolidating Adjustments			Consolidated
Net sales:
External sales	$	—		$	2,919.7		$	—	$	371.6		$	—		$	3,291.3
Intercompany sales	—			—			47.4		131.2			(178.6		)	—
Total sales	—			2,919.7			47.4		502.8			(178.6		)	3,291.3
Cost of products sold	—			1,602.2			—		379.3			(126.4		)	1,855.1
Gross profit	—			1,317.5			47.4		123.5			(52.2		)	1,436.2
Selling, distribution, and administrative expenses	47.2			834.6			3.8		112.6			(52.2		)	946.0
Intercompany charges	(59.5		)	50.4			—		9.1			—			—
Special charge	—			15.0			—		—			—			15.0
Operating profit	12.3			417.5			43.6		1.8			—			475.2
Interest expense, net	10.5			16.1			—		5.6			—			32.2
Equity earnings in subsidiaries	(289.2		)	(3.2		)	—		0.2			292.2			—
Miscellaneous income, net	—			—			—		(1.6		)	—			(1.6		)
Income (loss) before provision for income taxes	291.0			404.6			43.6		(2.4		)	(292.2		)	444.6
Provision for income taxes	0.2			137.7			15.6		0.3			—			153.8
Net income (loss)	290.8			266.9			28.0		(2.7		)	(292.2		)	290.8

Other comprehensive income (loss) items:
Foreign currency translation adjustments	(5.6		)	(5.6		)	—		—			5.6			(5.6		)
Defined benefit pension plans, net	(23.4		)	(11.4		)	—		(9.5		)	20.9			(23.4		)
Other comprehensive loss items after provision for income taxes	(29.0		)	(17.0		)	—		(9.5		)	26.5			(29.0		)
Comprehensive income (loss)	$	261.8		$	249.9		$	28.0	$	(12.2	)	$	(265.7	)	$	261.8

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

(In millions)



	Year Ended August 31, 2015
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Consolidating Adjustments			Consolidated
Net sales:
External sales	$	—		$	2,446.9		$	—	$	259.8		$	—		$	2,706.7
Intercompany sales	—			—			41.2		105.5			(146.7		)	—
Total sales	—			2,446.9			41.2		365.3			(146.7		)	2,706.7
Cost of products sold	—			1,388.0			—		276.5			(103.4		)	1,561.1
Gross profit	—			1,058.9			41.2		88.8			(43.3		)	1,145.6
Selling, distribution, and administrative expenses	34.0			684.4			4.0		77.8			(43.3		)	756.9
Intercompany charges	(45.4		)	39.7			—		5.7			—			—
Special charge	—			12.4			—		—			—			12.4
Operating profit	11.4			322.4			37.2		5.3			—			376.3
Interest expense (income), net	9.9			21.8			—		(0.2		)	—			31.5
Equity earnings in subsidiaries	(221.2		)	(5.2		)	—		—			226.4			—
Miscellaneous income, net	—			2.8			—		(1.6		)	—			1.2
Income before provision for income taxes	222.7			303.0			37.2		7.1			(226.4		)	343.6
Provision for income taxes	0.6			103.5			14.9		2.5			—			121.5
Net income	222.1			199.5			22.3		4.6			(226.4		)	222.1

Other comprehensive income (loss) items:
Foreign currency translation adjustments	(24.0		)	(24.0		)	—		—			24.0			(24.0		)
Defined benefit pension plans, net	(14.5		)	6.3			—		0.5			(6.8		)	(14.5		)
Other comprehensive (loss) income items after provision for income taxes	(38.5		)	(17.7		)	—		0.5			17.2			(38.5		)
Comprehensive income	$	183.6		$	181.8		$	22.3	$	5.1		$	(209.2	)	$	183.6

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In millions)



	Year Ended August 31, 2017
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Consolidating Adjustments		Consolidated
Net cash provided by operating activities	$	241.9		$	41.4		$	—	$	32.9		$	—	$	316.2
Cash flows from investing activities:
Purchases of property, plant, and equipment	—			(53.1		)	—		(14.2		)	—		(67.3		)
Proceeds from sale of property, plant, and equipment	—			0.2			—		5.3			—		5.5
Proceeds from sale of investment in unconsolidated affiliate	—			13.2			—		—			—		13.2
Other investing activities	—			(0.2		)	—		—			—		(0.2		)
Net cash used for investing activities	—			(39.9		)	—		(8.9		)	—		(48.8		)
Cash flow from financing activities:
Issuance of long-term debt	—			—			—		1.0			—		1.0
Proceeds from stock option exercises and other	3.0			—			—		—			—		3.0
Repurchases of common stock	(357.9		)	—			—		—			—		(357.9		)
Excess tax benefits from share-based payments	5.2			—			—		—			—		5.2
Dividends paid	(22.7		)	—			—		—			—		(22.7		)
Net cash (used for) provided by financing activities	(372.4		)	—			—		1.0			—		(371.4		)
Effect of exchange rate changes on cash	—			(1.5		)	—		3.4			—		1.9
Net change in cash and cash equivalents	(130.5		)	—			—		28.4			—		(102.1		)
Cash and cash equivalents at beginning of year	368.2			—			—		45.0			—		413.2
Cash and cash equivalents at end of year	$	237.7		$	—		$	—	$	73.4		$	—	$	311.1

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In millions)



	Year Ended August 31, 2016
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Consolidating Adjustments			Consolidated
Net cash provided by operating activities	$	277.0		$	54.8		$	—	$	13.9		$	—		$	345.7
Cash flows from investing activities:
Purchases of property, plant, and equipment	—			(67.1		)	—		(16.6		)	—			(83.7		)
Proceeds from sale of property, plant, and equipment	—			0.2			—		2.0			—			2.2
Investments in subsidiaries	(405.6		)	—			—		—			405.6			—
Acquisitions of businesses and intangible assets	—			(393.9		)	—		(229.3		)	—			(623.2		)
Net cash used for investing activities	(405.6		)	(460.8		)	—		(243.9		)	405.6			(704.7		)
Cash flows from financing activities:
Issuance of long-term debt	—			—			—		2.5			—			2.5
Proceeds from stock option exercises and other	14.2			—			—		—			—			14.2
Excess tax benefits from share-based payments	25.6			—			—		—			—			25.6
Intercompany capital	—			405.6			—		—			(405.6		)	—
Dividends paid	(22.9		)	—			—		—			—			(22.9		)
Net cash provided by financing activities	16.9			405.6			—		2.5			(405.6		)	19.4
Effect of exchange rate changes on cash	—			0.4			—		(4.4		)	—			(4.0		)
Net change in cash and cash equivalents	(111.7		)	—			—		(231.9		)	—			(343.6		)
Cash and cash equivalents at beginning of year	479.9			—			—		276.9			—			756.8
Cash and cash equivalents at end of year	$	368.2		$	—		$	—	$	45.0		$	—		$	413.2

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(In millions)



	Year Ended August 31, 2015
	Parent			Subsidiary Issuer			Subsidiary Guarantor		Non- Guarantors			Consolidating Adjustments			Consolidated
Net cash provided by operating activities	$	212.1		$	55.2		$	—	$	21.6		$	—		$	288.9
Cash flows from investing activities:
Purchases of property, plant, and equipment	—			(41.9		)	—		(14.6		)	—			(56.5		)
Proceeds from sale of property, plant, and equipment	—			1.3			—		—			—			1.3
Investments in subsidiaries	(254.7		)	(245.2		)	—		—			499.9			—
Acquisitions of businesses and intangible assets	—			(14.6		)	—		—			—			(14.6		)
Other investing activities	—			(2.6		)	—		—			—			(2.6		)
Net cash used for investing activities	(254.7		)	(303.0		)	—		(14.6		)	499.9			(72.4		)
Cash flows from financing activities:
Proceeds from stock option exercises and other	11.6			—			—		—			—			11.6
Excess tax benefits from share-based payments	17.6			—			—		—			—			17.6
Intercompany capital	—			245.2			—		254.7			(499.9		)	—
Dividends paid	(22.7		)	—			—		—			—			(22.7		)
Other financing activities	—			—			—		(10.4		)	—			(10.4		)
Net cash provided by (used for) financing activities	6.5			245.2			—		244.3			(499.9		)	(3.9		)
Effect of exchange rate changes on cash	—			(0.5		)	—		(7.8		)	—			(8.3		)
Net change in cash and cash equivalents	(36.1		)	(3.1		)	—		243.5			—			204.3
Cash and cash equivalents at beginning of year	516.0			3.1			—		33.4			—			552.5
Cash and cash equivalents at end of year	$	479.9		$	—		$	—	$	276.9		$	—		$	756.8