UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Acuity Brands, Inc. (“Acuity Brands”) is the parent company of Acuity Brands Lighting, Inc. (“ABL”) and other subsidiaries (Acuity Brands, ABL, and such other subsidiaries are collectively referred to herein as the “Company”)“Company,” “we,” “our,” “us,” or similar references) and was incorporated in 2001 under the laws of the State of Delaware. The Company isWe are one of the world’s leading providers of lighting and building management solutions and services for commercial, institutional, industrial, infrastructure, and residential applications throughout North America and select international markets. The Company’sOur lighting and building management solutions include devices such as luminaires, lighting controls, controllers for various building systems, power supplies, prismatic skylights, and drivers, as well as integrated systems designed to optimize energy efficiency and comfort for various indoor and outdoor applications. Additionally, the Company continueswe continue to expand itsour solutions portfolio, including software and services, to provide a host of other economic benefits including software and servicesresulting from data analytics that enableenables the Internet of Things (“IoT”). The Company's IoT solutions provide customers with access to robust data analytics; support, supports the advancement of smart buildings, smart cities, and the smart grid;grid, and allowallows businesses to develop custom applications to scale their operations. The Company hasWe have one reportable segment serving the North American lighting market and select international markets.

These unaudited interim consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present fairly the Company’sour consolidated financial position as of February 28,November 30, 2018, theour consolidated comprehensive income for the three and six months ended February 28,November 30, 2018 and 2017, and theour consolidated cash flows for the sixthree months ended February 28,November 30, 2018 and 2017. Certain information and footnote disclosures normally included in the Company’sour annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. However, the Company believeswe 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 of the Company as of and for the three years ended August 31, 20172018 and notes thereto included in the Company’sour Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on October 26, 201725, 2018 (File No. 001-16583) (“Form 10-K”).

The results of operations for the three and six months ended February 28,November 30, 2018 and 2017 are not necessarily indicative of the results to be expected for the full fiscal year due primarily to seasonality, which results in theour net sales and net income of the Company generally being higher in the second half of itsour fiscal year, the impact of any acquisitions, and, among other reasons, the continued uncertainty of general economic conditions that may impact theour key end markets of the Company for the remainder of fiscal 2018.2019.

Use of Estimates

The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

Reclassifications

team reports theits findings and progress of the project to management on a frequent basis and to the Audit Committee of the Board of Directors on a quarterly basis. The implementation team has completed its initial phase of contract reviews and continues to evaluateWe will adopt the results of those reviews with respect to potential changes from adopting the new standard on the Company's consolidated financial statements. Management anticipates the most significant changes will relate to additional deferral of revenue recognition for certain services provided and the gross presentation of right of return assets and refund liabilities for sales with a right of return. Based on the current portfolio of the Company's revenue generating activities, these changes are not expected to have a material impact on the Company's consolidated financial condition, results of operations, or cash flows. Additionally, the implementation team isas required in the process of identifying appropriate changes to the Company's business processes, systems, and controls to support recognition and disclosure under the new standard. Based on the implementation team's current findings and the overall expected immaterial impact of adoption, the implementation team is currently evaluating which adoption method would provide the most meaningful information to the Company's stakeholders.fiscal 2020.

All other newly issued accounting pronouncements not yet effective have been deemed either immaterial or not applicable.

The Company determinesamount of transaction price from contracts with customers allocated to our contract liabilities as of November 30, 2018 and September 1, 2018 consist of the following (in millions):

The Company'sOur cash and cash equivalents (Level 1), which are required to be carried at fair value and measured on a recurring basis, were $229.8$214.8 million and $311.1$129.1 million as of February 28,November 30, 2018 and August 31, 2017,2018, respectively.

The Company utilizesWe utilize valuation methodologies to determine the fair values of itsour financial assets and liabilities in conformity with the concepts of “exit price” and the fair value hierarchy as prescribed in ASC 820. All valuation methods and assumptions are validated at least quarterly to ensure the accuracy and relevance of the fair values. There were no material changes to the valuation methods or assumptions used to determine fair values during the current period.

The CompanyWe used quoted market prices to determine the fair value of Level 1 assets and liabilities. No transfers between the levels of the fair value hierarchy occurred during the current fiscal period. In the event of a transfer in or out of a level within the fair value hierarchy, the transfers would be recognized on the date of occurrence.

The carrying values and estimated fair values of certain of the Company’sour financial instruments were as follows at February 28,November 30, 2018 and August 31, 20172018 (in millions):

The 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. Fair value is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2).

The industrial revenue bond is carried at the outstanding balance as of the end of the reporting period. The industrial revenue bond is a tax-exempt, variable-rate instrument that resets on a weekly basis; therefore, the Company estimateswe estimate that the face amount of the bond approximates fair value as of February 28,November 30, 2018 based on bonds of similar terms and maturity (Level 2).

The bank loans are carried at the outstanding balance as of the end of the reporting period. Fair value is estimated based on discounted future cash flows using rates currently available for debt of similar terms and maturity (Level 2).

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 the Company.us. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating the Company’sour management of liquidity and other risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

Through multiple acquisitions, the Companywe acquired intangible assets consisting primarily of trademarks and trade names associated with specific products with finite lives, definite-lived distribution networks, patented technology, non-compete agreements, and customer relationships, which are amortized over their estimated useful lives. Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely.

The CompanyWe recorded amortization expense of $6.7$7.7 million and $7.8$6.6 million during the three months ended February 28, 2018 and 2017, respectively, and $13.3 million and $13.7 million during the six months ended February 28,November 30, 2018 and 2017, respectively. Amortization expense is generally recorded on a straight-line basis and is expected to be approximately $26.3 million in fiscal 2018, $26.0$30.9 million in fiscal 2019, $26.0$30.9 million in fiscal 2020, $23.1$28.4 million in fiscal 2021, and $21.4$26.9 million in fiscal 2022.

Inventories include materials, labor, in-bound freight, and related manufacturing overhead, are stated at the lower of cost (on a first-in, first-out or average cost basis) or market, and consist of the following (in millions):

Basic earnings per share for the periods presented is computed by dividing net earnings available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed similarly but reflects the potential dilution that would occur if dilutive options were exercised, all unvested share-based payment awards were vested, and other distributions related to deferred stock agreements were incurred.

The following table calculates basic earnings per common share and diluted earnings per common share for the three and six months ended February 28,November 30, 2018 and 2017 (in millions, except per share data):

The following table presents stock options and restricted stock awards that were excluded from the diluted earnings per share calculation for the three and six months ended February 28,November 30, 2018 and 2017 as the effect of inclusion would have been antidilutive:

The following table presents the changes in each component of accumulated other comprehensive loss during the sixthree months ended February 28,November 30, 2018 and 2017 (in millions):

The following table presents the tax expense or benefit allocated to each component of other comprehensive income (loss) for the three and six months ended February 28,November 30, 2018 and 2017 (in millions):

Lines of Credit

On August 27, 2014, the Company executedJune 29, 2018, we entered into a $250.0credit agreement (“Credit Agreement”) with a syndicate of banks that provides us with a $400.0 million five-year unsecured revolving credit facility (the “Revolving(“Revolving Credit Facility”) and a $400.0 million unsecured delayed draw term loan facility (“Term Loan Facility”). TheWe had no borrowings outstanding under the current Revolving Credit Facility will mature, and all amountsas of November 30, 2018. Additionally, we had no borrowings outstanding will be due and payable, on August 27, 2019. under our previous credit facility as of November 30, 2017.

Generally, amounts outstanding under the Revolving Credit Facility allow for borrowings to bear interest at aeither the Eurocurrency Rate.Rate or the base rate at our option, plus an applicable margin. Eurocurrency Rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to the London Inter BankInterbank Offered Rate (“LIBOR”) for the applicable currency plus aan applicable margin. The Eurocurrency applicable margin as determined by the Company's leverage ratio (“Applicable Margin”). The Applicable Margin is based on the Company’sour leverage ratio, as defined in the Revolving Credit Facility,Agreement, with such margin ranging from 1.000% to 1.575%1.375%. Base rate advances bear interest at an alternate base rate plus an applicable margin. The base rate applicable margin is based on our leverage ratio, as defined in the Credit Agreement, with such margin ranging from 0.000% to 0.375%. The Company had noTerm Loan Facility allows for borrowings outstandingto be drawn over a one-year period ending June 29, 2019, utilizing up to four separate installments, which are U.S. dollar denominated. Borrowings under the RevolvingTerm Loan Facility will amortize in equal quarterly installments of 2.5% per year in year one, 2.5% per year in year two, 5.0% per year in year three, 5.0% per year in year four, and 7.5% per year in year five. Any remaining borrowings under the Term Loan Facility are due and payable in full on June 29, 2023. The Term Loan Facility allows for borrowings to bear interest at either a Eurocurrency Rate or the base rate, at our option, in each case plus an applicable margin. Eurocurrency Rate advances can be denominated in a variety of currencies, including U.S. Dollars, and amounts outstanding bear interest at a periodic fixed rate equal to the LIBOR for the applicable currency plus an applicable margin. The Eurocurrency applicable margin is based on our leverage ratio, as defined in the Credit FacilityAgreement, with such margin ranging from 0.875% to 1.250%. Base Rate advances bear interest at an alternate base rate plus an applicable margin. The base rate applicable margin is based on our leverage ratio, as defined in the Credit Agreement, with such margin ranging from 0.0% to 0.25%.

We are required to pay certain fees in connection with the Revolving Credit Facility,Agreement, including administrative service fees and an annual facility fee.fees. The annual facility fee is payable quarterly, in arrears, and is determined by the Company’sour leverage ratio as defined in the Revolving Credit Facility. ThisAgreement. The facility fee ranges from 0.125% to 0.300%0.25% of the aggregate $250.0$800.0 million commitment of the lenders under the Revolving Credit Facility.

As of February 28, 2018, the Company wasWe were in compliance with all financial covenants under the Revolving Credit Facility.Agreement as of November 30, 2018. As of February 28,November 30, 2018, the Companywe had outstanding letters of credit totaling $10.2$9.5 million, primarily for securing collateral requirements under the Company'sour casualty insurance programs and for providing credit support for the Company’sour industrial revenue bond (not an outstanding amount under the Revolving Credit Facility). At February 28,November 30, 2018, the Companywe had additional borrowing capacity under the Revolving Credit FacilityAgreement of $244.7$794.7 million under the most restrictive covenant in effect at the time, which represents the full amount of the Revolving Credit Facility and the Term Loan Facility less the outstanding letters of credit of $5.3 million issued under the Revolving Credit Facility.

Long-term Debt

Interest Expense, net

Product Warranty and Recall Costs

The Company'sOur products generally have a standard warranty term of five years. The Company recordsyears that assure our products comply with agreed upon specifications. We record an allowance for the estimated amount of future warranty costs when the related revenue is recognized. Estimated costs related to product recalls based on a formal campaign soliciting repair or return of that product are accrued when they are deemed to be probable and can be reasonably estimated. Estimated future warranty and recall costs are primarily based on historical experience of identified warranty and recall claims. In certain limited cases, the Company has warranty arrangements for terms that exceed the standard term. Given that these longer-term warranties are not included in the Company’s historical experience, the Company utilizes estimated failure rates from industry sources to determine the potential future warranty cost. However, there can be no assurance that future warranty or recall costs will not exceed historical amounts or that new technology products which may include extended warranties, may not generate unexpected costs. If actual future warranty or recall costs exceed historical amounts, additional allowances may be required, which could have a material adverse impact on the Company’sour results of operations and cash flows.

On January 3, 2018, a shareholder filed a class action complaint in the United States District Court for the District of Delaware against the Company and certain of itsour officers on behalf of all persons who purchased or otherwise acquired the Company’sour stock between June 29, 2016 and April 3, 2017. On February 20, 2018, a different shareholder filed a second class action complaint in the same venue against the same parties on behalf of all persons who purchased or otherwise acquired the Company’sour stock between October 15, 2015 and April 3, 2017. A motionThe cases were transferred on April 30, 2018, to consolidate the cases has beenUnited States District Court for the Northern District of Georgia and subsequently were consolidated as In re Acuity Brands, Inc. Securities Litigation, Civil Action No. 1:18-cv-02140-MHC (N.D. Ga.). On October 5, 2018, the court appointed lead plaintiff filed a consolidated amended class action complaint (the “Consolidated Complaint”), which supersedes the initial complaints. The Consolidated Complaint is brought on behalf of all persons who purchased our common stock between October 7, 2015 and is presently pending, unopposed. The complaints allegeApril 3, 2017 and alleges that the defendantsCompany and certain of our current officers and one former executive violated the federal securities laws by making false or misleading statements and/or omitting to disclose material adverse facts that (i) concealed known trends negatively impacting sales of the Company’s products and (ii) overstated the Company’sour ability to achieve profitable sales growth. The plaintiffs seek class certification, unspecified monetary damages, costs, and attorneys’ fees. The Company disputesWe dispute the allegations in the complaints and intendsintend to vigorously defend against the claims. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult,claims in the complaints. We have filed a motion to dismiss the Consolidated Complaint.

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. For these reasons, the Company iswe are currently unable to predict the ultimate timing or outcome of or reasonably estimate the possible losses or a range of possible losses resulting from the matters described above. The Company isWe are insured, in excess of a self-retention, for Directors and Officers liability.

Other Litigation

The Company isWe are subject to various other legal claims arising in the normal course of business, including patent infringement, employment matters, and product liability claims. Based on information currently available, it is the opinion of management that the ultimate resolution of any such pending and threatened legal proceedings will not have a material adverse effect on theour financial condition, results of operations, or cash flows of the Company.flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of any such matters, if unfavorable, could have a material adverse effect on theour financial condition, results of operations, or cash flows of the Company in future periods. The Company establishesWe establish reserves for legal claims when associated costs become probable and can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher than the amounts reserved for such claims. However, the Companywe cannot make a meaningful estimate of actual costs to be incurred that could possibly be higher or lower than the amounts reserved.

We account for share-based payments through the measurement and recognition of compensation expense for share-based payment awards made to employees and directors, of the Company, including stock options and restricted shares (all part of the Company'sour equity incentive plan), and share units representing certain deferrals into the Company'sour director deferred compensation plan or the Company'sour supplemental deferred savings plan.

The following table presents share-based payment expense and new shares issued upon exercise of stock options for the three and six months ended February 28,November 30, 2018 and 2017 (in millions, except shares):

The Company hasWe have several pension plans, both qualified and non-qualified, covering certain hourly and salaried employees. Benefits paid under these plans are based generally on employees’ years of service and/or compensation during the final years of employment. We make annual contributions to the plans to the extent indicated by actuarial valuations and statutory requirements. Plan assets are invested primarily in equity and fixed income securities.