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(Mark One)
|
|
R
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended August 31, 2013
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OR
|
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to .
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Delaware
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58-2632672
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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1170 Peachtree Street, N.E., Suite 2300, Atlanta, Georgia
(Address of principal executive offices)
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30309-7676
(Zip Code)
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Title of Each Class
|
|
Name of Each Exchange on Which Registered
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Common Stock ($0.01 Par Value)
|
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New York Stock Exchange
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-accelerated Filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Location in Form 10-K
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|
Incorporated Document
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Part II, Item 5
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Proxy Statement for 2013 Annual Meeting of Stockholders
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Part III, Items 10, 11, 12, 13, and 14
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Proxy Statement for 2013 Annual Meeting of Stockholders
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Page No.
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Item 1b.
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Unresolved Staff Comments
|
|
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||
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||
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||
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Item 1.
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Business
|
Item 1a.
|
Risk Factors
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Item 1b.
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Unresolved Staff Comments
|
Item 2.
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Properties
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Nature of Facilities
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Owned
|
|
Leased
|
||
Manufacturing Facilities
|
11
|
|
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7
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Warehouses
|
—
|
|
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3
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Distribution Centers*
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2
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5
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Offices
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3
|
|
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19
|
|
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United States
|
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Mexico
|
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Europe
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Canada
|
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Total
|
|||||
Owned
|
5
|
|
|
5
|
|
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1
|
|
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—
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|
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11
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Leased
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4
|
|
|
1
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|
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1
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|
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1
|
|
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7
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Total
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9
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|
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6
|
|
|
2
|
|
|
1
|
|
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18
|
|
Item 3.
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Legal Proceedings
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
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Aug-08
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Aug-09
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|
Aug-10
|
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Aug-11
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Aug-12
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Aug-13
|
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||||||
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||||||||||||
Acuity Brands, Inc.
|
|
$
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100
|
|
$
|
75
|
|
$
|
92
|
|
$
|
110
|
|
$
|
155
|
|
$
|
208
|
|
S&P Midcap 400 Index
|
|
$
|
100
|
|
$
|
82
|
|
$
|
92
|
|
$
|
113
|
|
$
|
127
|
|
$
|
157
|
|
Dow Jones US Electrical Components & Equipment Index
|
|
$
|
100
|
|
$
|
78
|
|
$
|
82
|
|
$
|
101
|
|
$
|
126
|
|
$
|
157
|
|
Dow Jones US Building Materials & Fixtures Index
|
|
$
|
100
|
|
$
|
75
|
|
$
|
75
|
|
$
|
84
|
|
$
|
126
|
|
$
|
160
|
|
Item 6.
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Selected Financial Data
|
|
Years Ended August 31,
|
||||||||||||||||||
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2013
(1)
|
|
2012
(2)
|
|
2011
|
|
2010
(3)
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|
2009
(4)
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||||||||||
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(In millions, except per-share data)
|
||||||||||||||||||
Net sales
|
$
|
2,089.1
|
|
|
$
|
1,933.7
|
|
|
$
|
1,795.7
|
|
|
$
|
1,626.9
|
|
|
$
|
1,657.4
|
|
Income from Continuing Operations
|
127.4
|
|
|
116.3
|
|
|
105.5
|
|
|
79.0
|
|
|
85.2
|
|
|||||
Income (loss) from Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
(0.3
|
)
|
|||||
Net Income
|
127.4
|
|
|
116.3
|
|
|
105.5
|
|
|
79.6
|
|
|
84.9
|
|
|||||
Basic earnings per share from Continuing Operations
|
$
|
2.97
|
|
|
$
|
2.75
|
|
|
$
|
2.46
|
|
|
$
|
1.83
|
|
|
$
|
2.05
|
|
Basic earnings (loss) per share from Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
(0.01
|
)
|
|||||
Basic earnings per share
|
$
|
2.97
|
|
|
$
|
2.75
|
|
|
$
|
2.46
|
|
|
$
|
1.84
|
|
|
$
|
2.04
|
|
Diluted earnings per share from Continuing Operations
|
$
|
2.95
|
|
|
$
|
2.72
|
|
|
$
|
2.42
|
|
|
$
|
1.79
|
|
|
$
|
2.01
|
|
Diluted earnings (loss) per share from Discontinued Operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|
(0.01
|
)
|
|||||
Diluted earnings per share
|
$
|
2.95
|
|
|
$
|
2.72
|
|
|
$
|
2.42
|
|
|
$
|
1.80
|
|
|
$
|
2.00
|
|
Cash and cash equivalents
|
$
|
359.1
|
|
|
$
|
284.5
|
|
|
$
|
170.2
|
|
|
$
|
191.0
|
|
|
$
|
18.7
|
|
Total assets
|
1,903.8
|
|
|
1,736.9
|
|
|
1,597.4
|
|
|
1,503.6
|
|
|
1,290.6
|
|
|||||
Long-term debt
|
353.6
|
|
|
353.5
|
|
|
353.4
|
|
|
353.3
|
|
|
22.0
|
|
|||||
Total debt
|
353.6
|
|
|
353.5
|
|
|
353.4
|
|
|
353.3
|
|
|
231.5
|
|
|||||
Stockholders’ equity
|
993.5
|
|
|
834.0
|
|
|
757.0
|
|
|
694.4
|
|
|
672.2
|
|
|||||
Cash dividends declared per common share
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
(1)
|
Income from Continuing Operations, Net Income, Basic Earnings per Share from Continuing Operations, and Diluted Earnings per Share from Continuing Operations for fiscal 2013 include a) pre-tax incremental costs of $8.4 ($5.2 after-tax), or $0.12 per share, incurred due to manufacturing inefficiencies directly related to the Cochran, GA manufacturing facility closure; b) pre-tax costs of $8.1 ($5.0 after-tax), or $0.12 per share, as a result of fraud at the Company's former freight payment and audit service provider; and c) a pre-tax special charge of $8.5 ($5.5 after-tax), or $0.12 per share, related to initiatives to simplify and streamline the Company's operations, including the planned closure of certain small production facilities.
|
(2)
|
Income from Continuing Operations, Net Income, Basic Earnings per Share from Continuing Operations, and Diluted Earnings per Share from Continuing Operations for fiscal 2012 include expenses incurred in the closing of the Cochran, GA manufacturing facility and other streamlining activities. Amounts related to these restructuring charges were comprised of the following: a) $13.3 of pre-tax special charges ($8.8 after-tax), or $0.21 per share, primarily related to severance and production transfer costs; b) pre-tax non-cash impairments of $1.2 ($0.8 after-tax), or $0.02 per share, attributable to the abandonment of usable inventory that was not transferred to other facilities; and c) pre-tax incremental costs incurred due to manufacturing inefficiencies directly related to the Cochran facility closure, which amounted to approximately $3.2 ($2.0 after-tax), or $0.05 per share.
|
(3)
|
Income from Continuing Operations, Net Income, Basic Earnings per Share from Continuing Operations, and Diluted Earnings per Share from Continuing Operations for fiscal 2010 include a pre-tax special charge of $8.4 ($5.5 after-tax), or $0.13 per share, for estimated costs the Company incurred to simplify and streamline its operations. Net income, Basic Earnings per Share from Continuing Operations, and Diluted Earnings per Share from Continuing Operations for fiscal 2010 also include a pre-tax loss of $10.5 ($6.8 after-tax), or $0.16 per share, related to the loss on early debt extinguishment.
|
(4)
|
Income from Continuing Operations, Net Income, Basic Earnings per Share from Continuing Operations, and Diluted Earnings per Share from Continuing Operations for fiscal 2009 include a pre-tax special charge of $26.7 ($16.8 after-tax), or $0.40 per share, for estimated costs to simplify and streamline the Company’s operations.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Operating margins in the mid-teens or higher;
|
•
|
Earnings per share growth in excess of 15% per annum;
|
•
|
Return on stockholders’ equity of 20% or better per annum; and
|
•
|
Cash flow from operations, less capital expenditures, that is in excess of net income.
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1 to 3 Years
|
|
4 to 5
Years
|
|
After 5
Years
|
||||||||||
Debt
(1)
|
$
|
354.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
354.0
|
|
Interest Obligations
(2)
|
248.9
|
|
|
31.2
|
|
|
64.0
|
|
|
65.8
|
|
|
87.9
|
|
|||||
Operating Leases
(3)
|
61.3
|
|
|
14.3
|
|
|
23.3
|
|
|
14.3
|
|
|
9.4
|
|
|||||
Purchase Obligations
(4)
|
102.5
|
|
|
99.5
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|||||
Other Long-term Liabilities
(5)
|
53.3
|
|
|
18.3
|
|
|
13.4
|
|
|
4.7
|
|
|
16.9
|
|
|||||
Total
|
$
|
820.0
|
|
|
$
|
163.3
|
|
|
$
|
103.7
|
|
|
$
|
84.8
|
|
|
$
|
468.2
|
|
(1)
|
These amounts (which represent the amounts outstanding at
August 31, 2013
) are included in the Company’s
Consolidated Balance Sheets
. See the
Debt and Lines of Credit
footnote for additional information regarding debt and other matters.
|
(2)
|
These amounts represent primarily the expected future interest payments on outstanding debt held by the Company at
August 31, 2013
and the Company’s outstanding loans related to its corporate-owned life insurance policies (“COLI”), which constitute a small portion of the total amounts shown. COLI-related interest payments included in this table are estimates. These estimates are based on various assumptions, including age at death, loan interest rate, and tax bracket. The amounts in this table do not include COLI-related payments after ten years due to the difficulty in calculating a meaningful estimate that far in the future. Note that payments related to debt and the COLI are reflected in the Company’s
Consolidated Statements of Cash Flows
.
|
(3)
|
The Company’s operating lease obligations are described in the
Commitments and Contingencies
footnote.
|
(4)
|
Purchase obligations include commitments to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including open purchase orders.
|
(5)
|
These amounts are included in the Company’s
Consolidated Balance Sheets
and largely represent other liabilities for which the Company is obligated to make future payments under certain long-term employee benefit programs. Estimates of the amounts and timing of these amounts are based on various assumptions, including expected return on plan assets, interest rates, and other variables. The amounts in this table do not include amounts related to future funding obligations under the defined benefit pension plans. The amount and timing of these future funding obligations are subject to many variables and also depend on whether or not the Company elects to make contributions to the pension plans in excess of those required under ERISA. Such voluntary contributions may reduce or defer the funding obligations. See the
Pension and Profit Sharing Plans
footnote for additional information. These amounts exclude
$5.0
of unrecognized tax benefits as a reasonable estimate of the period of cash settlement with the respective taxing authorities that cannot be determined.
|
|
Years Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2013
|
|
2012
|
|
(Decrease)
|
|
Change
|
|||||||
Net Sales
|
$
|
2,089.1
|
|
|
$
|
1,933.7
|
|
|
$
|
155.4
|
|
|
8.0
|
%
|
Cost of Products Sold
|
1,251.5
|
|
|
1,145.7
|
|
|
105.8
|
|
|
9.2
|
%
|
|||
Gross Profit
|
837.6
|
|
|
788.0
|
|
|
49.6
|
|
|
6.3
|
%
|
|||
Percent of net sales
|
40.1
|
%
|
|
40.8
|
%
|
|
(70
|
)
|
bps
|
|
|
|||
Selling, Distribution, and Administrative Expenses
|
607.6
|
|
|
566.7
|
|
|
40.9
|
|
|
7.2
|
%
|
|||
Special Charge
|
8.5
|
|
|
13.3
|
|
|
(4.8
|
)
|
|
(36.1
|
)%
|
|||
Operating Profit
|
221.5
|
|
|
208.0
|
|
|
13.5
|
|
|
6.5
|
%
|
|||
Percent of net sales
|
10.6
|
%
|
|
10.8
|
%
|
|
(20
|
)
|
bps
|
|
|
|||
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Expense, net
|
31.2
|
|
|
30.7
|
|
|
0.5
|
|
|
1.6
|
%
|
|||
Miscellaneous (Income) Expense, net
|
(2.8
|
)
|
|
(1.7
|
)
|
|
(1.1
|
)
|
|
(64.7
|
)%
|
|||
Total Other Expense
|
28.4
|
|
|
29.0
|
|
|
(0.6
|
)
|
|
(2.1
|
)%
|
|||
Income before Provision for Income Taxes
|
193.1
|
|
|
179.0
|
|
|
14.1
|
|
|
7.9
|
%
|
|||
Percent of net sales
|
9.2
|
%
|
|
9.3
|
%
|
|
(10
|
)
|
bps
|
|
|
|||
Provision for Income Taxes
|
65.7
|
|
|
62.7
|
|
|
3.0
|
|
|
4.8
|
%
|
|||
Effective tax rate
|
34.0
|
%
|
|
35.0
|
%
|
|
|
|
|
|
|
|||
Net Income
|
$
|
127.4
|
|
|
$
|
116.3
|
|
|
$
|
11.1
|
|
|
9.5
|
%
|
Diluted Earnings per Share
|
$
|
2.95
|
|
|
$
|
2.72
|
|
|
$
|
0.23
|
|
|
8.5
|
%
|
|
Years Ended August 31,
|
|
Increase (Decrease)
|
Percent Change
|
|||||||||
|
2013
|
|
2012
|
|
|||||||||
Gross Profit
|
$
|
837.6
|
|
|
$
|
788.0
|
|
|
|
|
|||
Add-back: Manufacturing inefficiencies
|
8.4
|
|
|
3.2
|
|
|
|
|
|||||
Add-back: Abandonment of inventory
|
—
|
|
|
1.2
|
|
|
|
|
|||||
Adjusted Gross Profit
|
$
|
846.0
|
|
|
$
|
792.4
|
|
|
$
|
53.6
|
|
6.8
|
%
|
Percent of net sales
|
40.5
|
%
|
|
41.0
|
%
|
|
(50
|
)
|
bps
|
||||
Selling, Distribution, and Administrative Expenses
|
$
|
607.6
|
|
|
$
|
566.7
|
|
|
|
|
|||
Less: Freight service provider fraud-related expense
|
8.1
|
|
|
—
|
|
|
|
|
|||||
Adjusted Selling, Distribution, and Administrative Expenses
|
$
|
599.5
|
|
|
$
|
566.7
|
|
|
$
|
32.8
|
|
5.8
|
%
|
Percent of net sales
|
28.7
|
%
|
|
29.3
|
%
|
|
(60
|
)
|
bps
|
||||
Operating Profit
|
$
|
221.5
|
|
|
$
|
208.0
|
|
|
|
|
|||
Add-back: Manufacturing inefficiencies
|
8.4
|
|
|
3.2
|
|
|
|
|
|||||
Add-back: Abandonment of inventory
|
—
|
|
|
1.2
|
|
|
|
|
|||||
Add-back: Freight service provider fraud-related expense
|
8.1
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special Charge
|
8.5
|
|
|
13.3
|
|
|
|
|
|||||
Adjusted Operating Profit
|
$
|
246.5
|
|
|
$
|
225.7
|
|
|
$
|
20.8
|
|
9.2
|
%
|
Percent of net sales
|
11.8
|
%
|
|
11.7
|
%
|
|
10
|
|
bps
|
||||
Net Income
|
$
|
127.4
|
|
|
$
|
116.3
|
|
|
|
|
|||
Add-back: Manufacturing inefficiencies, net of tax
|
5.2
|
|
|
2.0
|
|
|
|
|
|||||
Add-back: Abandonment of inventory, net of tax
|
—
|
|
|
0.8
|
|
|
|
|
|||||
Add-back: Freight service provider fraud-related expense, net of tax
|
5.0
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special Charge, net of tax
|
5.5
|
|
|
8.8
|
|
|
|
|
|||||
Adjusted Net Income
|
$
|
143.1
|
|
|
$
|
127.9
|
|
|
$
|
15.2
|
|
11.9
|
%
|
Diluted Earnings per Share
|
$
|
2.95
|
|
|
$
|
2.72
|
|
|
|
|
|||
Add-back: Manufacturing inefficiencies, net of tax
|
0.12
|
|
|
0.05
|
|
|
|
|
|||||
Add-back: Abandonment of inventory, net of tax
|
—
|
|
|
0.02
|
|
|
|
|
|||||
Add-back: Freight service provider fraud-related expense, net of tax
|
0.12
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special Charge, net of tax
|
0.12
|
|
|
0.21
|
|
|
|
|
|||||
Adjusted Diluted Earnings per Share
|
$
|
3.31
|
|
|
$
|
3.00
|
|
|
$
|
0.31
|
|
10.3
|
%
|
|
Years Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2012
|
|
2011
|
|
(Decrease)
|
|
Change
|
|||||||
Net Sales
|
$
|
1,933.7
|
|
|
$
|
1,795.7
|
|
|
$
|
138.0
|
|
|
7.7
|
%
|
Cost of Products Sold
|
1,145.7
|
|
|
1,065.7
|
|
|
80.0
|
|
|
7.5
|
%
|
|||
Gross Profit
|
788.0
|
|
|
730.0
|
|
|
58.0
|
|
|
7.9
|
%
|
|||
Percent of net sales
|
40.8
|
%
|
|
40.7
|
%
|
|
10
|
|
bps
|
|
|
|||
Selling, Distribution, and Administrative Expenses
|
566.7
|
|
|
541.3
|
|
|
25.4
|
|
|
4.7
|
%
|
|||
Special Charge
|
13.3
|
|
|
—
|
|
|
13.3
|
|
|
100.0
|
%
|
|||
Operating Profit
|
208.0
|
|
|
188.7
|
|
|
19.3
|
|
|
10.2
|
%
|
|||
Percent of net sales
|
10.8
|
%
|
|
10.5
|
%
|
|
30
|
|
bps
|
|
|
|||
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Expense, net
|
30.7
|
|
|
29.9
|
|
|
0.8
|
|
|
2.7
|
%
|
|||
Miscellaneous (Income) Expense, net
|
(1.7
|
)
|
|
1.2
|
|
|
(2.9
|
)
|
|
NM
|
|
|||
Total Other Expense
|
29.0
|
|
|
31.1
|
|
|
(2.1
|
)
|
|
(6.8
|
)%
|
|||
Income before Provision for Income Taxes
|
179.0
|
|
|
157.6
|
|
|
21.4
|
|
|
13.6
|
%
|
|||
Percent of net sales
|
9.3
|
%
|
|
8.8
|
%
|
|
50
|
|
bps
|
|
|
|||
Provision for Income Taxes
|
62.7
|
|
|
52.1
|
|
|
10.6
|
|
|
20.3
|
%
|
|||
Effective tax rate
|
35.0
|
%
|
|
33.1
|
%
|
|
|
|
|
|
|
|||
Net Income
|
$
|
116.3
|
|
|
$
|
105.5
|
|
|
$
|
10.8
|
|
|
10.2
|
%
|
Diluted Earnings per Share
|
$
|
2.72
|
|
|
$
|
2.42
|
|
|
$
|
0.30
|
|
|
12.4
|
%
|
|
Years Ended August 31,
|
||||||
|
2012
|
|
2011
|
||||
Gross Profit
|
$
|
788.0
|
|
|
$
|
730.0
|
|
Add-back: Manufacturing inefficiencies
|
3.2
|
|
|
—
|
|
||
Add-back: Abandonment of inventory
|
1.2
|
|
|
—
|
|
||
Adjusted Gross Profit
|
$
|
792.4
|
|
|
$
|
730.0
|
|
Percent of net sales
|
41.0
|
%
|
|
40.7
|
%
|
||
Operating Profit
|
$
|
208.0
|
|
|
$
|
188.7
|
|
Add-back: Special Charge
|
13.3
|
|
|
—
|
|
||
Add-back: Manufacturing inefficiencies
|
3.2
|
|
|
—
|
|
||
Add-back: Abandonment of inventory
|
1.2
|
|
|
—
|
|
||
Adjusted Operating Profit
|
$
|
225.7
|
|
|
$
|
188.7
|
|
Percent of net sales
|
11.7
|
%
|
|
10.5
|
%
|
||
Net Income
|
$
|
116.3
|
|
|
$
|
105.5
|
|
Add-back: Special Charge, net of tax
|
8.8
|
|
|
—
|
|
||
Add-back: Manufacturing inefficiencies, net of tax
|
2.0
|
|
|
—
|
|
||
Add-back: Abandonment of inventory, net of tax
|
0.8
|
|
|
—
|
|
||
Adjusted Net Income
|
$
|
127.9
|
|
|
$
|
105.5
|
|
Diluted Earnings per Share
|
$
|
2.72
|
|
|
$
|
2.42
|
|
Add-back: Special Charge, net of tax
|
0.21
|
|
|
—
|
|
||
Add-back: Manufacturing inefficiencies, net of tax
|
0.05
|
|
|
—
|
|
||
Add-back: Abandonment of inventory, net of tax
|
0.02
|
|
|
—
|
|
||
Adjusted Diluted Earnings per Share
|
$
|
3.00
|
|
|
$
|
2.42
|
|
Item 7a.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
/s/ VERNON J. NAGEL
|
|
/s/ RICHARD K. REECE
|
Vernon J. Nagel
Chairman, President, and
Chief Executive Officer
|
|
Richard K. Reece
Executive Vice President and
Chief Financial Officer
|
|
August 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
359.1
|
|
|
$
|
284.5
|
|
Accounts receivable, less reserve for doubtful accounts of $1.5 and $1.4 as of August 31, 2013 and 2012, respectively
|
318.3
|
|
|
263.8
|
|
||
Inventories
|
203.0
|
|
|
194.1
|
|
||
Deferred income taxes
|
13.6
|
|
|
13.0
|
|
||
Prepayments and other current assets
|
19.5
|
|
|
23.6
|
|
||
Total Current Assets
|
913.5
|
|
|
779.0
|
|
||
Property, Plant, and Equipment, at cost:
|
|
|
|
|
|
||
Land
|
7.2
|
|
|
7.3
|
|
||
Buildings and leasehold improvements
|
109.6
|
|
|
115.5
|
|
||
Machinery and equipment
|
354.5
|
|
|
345.7
|
|
||
Total Property, Plant, and Equipment
|
471.3
|
|
|
468.5
|
|
||
Less — Accumulated depreciation and amortization
|
323.4
|
|
|
329.3
|
|
||
Property, Plant, and Equipment, net
|
147.9
|
|
|
139.2
|
|
||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
568.2
|
|
|
554.9
|
|
||
Intangible assets
|
245.1
|
|
|
230.8
|
|
||
Deferred income taxes
|
1.7
|
|
|
4.1
|
|
||
Other long-term assets
|
27.4
|
|
|
28.9
|
|
||
Total Other Assets
|
842.4
|
|
|
818.7
|
|
||
Total Assets
|
$
|
1,903.8
|
|
|
$
|
1,736.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
249.5
|
|
|
$
|
232.7
|
|
Accrued compensation
|
28.0
|
|
|
44.9
|
|
||
Accrued pension liabilities, current
|
1.2
|
|
|
1.2
|
|
||
Other accrued liabilities
|
107.5
|
|
|
86.0
|
|
||
Total Current Liabilities
|
386.2
|
|
|
364.8
|
|
||
Long-Term Debt
|
353.6
|
|
|
353.5
|
|
||
Accrued Pension Liabilities, less current portion
|
54.7
|
|
|
90.1
|
|
||
Deferred Income Taxes
|
53.9
|
|
|
33.4
|
|
||
Self-Insurance Reserves, less current portion
|
7.0
|
|
|
6.6
|
|
||
Other Long-Term Liabilities
|
54.9
|
|
|
54.5
|
|
||
Commitments and Contingencies (see
Commitments and Contingencies
footnote)
|
|
|
|
|
|
||
Stockholders’ Equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 500,000,000 shares authorized; 52,205,933 issued and 42,486,678 outstanding at August 31, 2013; 51,508,358 issued and 41,789,103 outstanding at August 31, 2012
|
0.5
|
|
|
0.5
|
|
||
Paid-in capital
|
735.5
|
|
|
703.1
|
|
||
Retained earnings
|
740.3
|
|
|
635.3
|
|
||
Accumulated other comprehensive loss items
|
(62.6
|
)
|
|
(84.7
|
)
|
||
Treasury stock, at cost, 9,719,255 shares at August 31, 2013 and 2012
|
(420.2
|
)
|
|
(420.2
|
)
|
||
Total Stockholders’ Equity
|
993.5
|
|
|
834.0
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
1,903.8
|
|
|
$
|
1,736.9
|
|
|
Years Ended August 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions, except per-share data)
|
||||||||||
Net Sales
|
$
|
2,089.1
|
|
|
$
|
1,933.7
|
|
|
$
|
1,795.7
|
|
Cost of Products Sold
|
1,251.5
|
|
|
1,145.7
|
|
|
1,065.7
|
|
|||
Gross Profit
|
837.6
|
|
|
788.0
|
|
|
730.0
|
|
|||
Selling, Distribution, and Administrative Expenses
|
607.6
|
|
|
566.7
|
|
|
541.3
|
|
|||
Special Charge
|
8.5
|
|
|
13.3
|
|
|
—
|
|
|||
Operating Profit
|
221.5
|
|
|
208.0
|
|
|
188.7
|
|
|||
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
31.2
|
|
|
30.7
|
|
|
29.9
|
|
|||
Miscellaneous (income) expense, net
|
(2.8
|
)
|
|
(1.7
|
)
|
|
1.2
|
|
|||
Total Other Expense
|
28.4
|
|
|
29.0
|
|
|
31.1
|
|
|||
Income before Provision for Income Taxes
|
193.1
|
|
|
179.0
|
|
|
157.6
|
|
|||
Provision for Income Taxes
|
65.7
|
|
|
62.7
|
|
|
52.1
|
|
|||
Net Income
|
$
|
127.4
|
|
|
$
|
116.3
|
|
|
$
|
105.5
|
|
|
|
|
|
|
|
||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|||
Basic Earnings per Share
|
$
|
2.97
|
|
|
$
|
2.75
|
|
|
$
|
2.46
|
|
Basic Weighted Average Number of Shares Outstanding
|
42.2
|
|
|
41.4
|
|
|
42.2
|
|
|||
Diluted Earnings per Share
|
$
|
2.95
|
|
|
$
|
2.72
|
|
|
$
|
2.42
|
|
Diluted Weighted Average Number of Shares Outstanding
|
42.5
|
|
|
41.9
|
|
|
42.8
|
|
|||
|
|
|
|
|
|
||||||
Dividends Declared per Share
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
||||||
Comprehensive Income:
|
|
|
|
|
|
||||||
Net income
|
$
|
127.4
|
|
|
$
|
116.3
|
|
|
$
|
105.5
|
|
Other Comprehensive Income/(Expense) Items:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(1.9
|
)
|
|
(8.2
|
)
|
|
9.9
|
|
|||
Defined benefit plans, net
|
24.0
|
|
|
(22.7
|
)
|
|
7.6
|
|
|||
Other Comprehensive Income/(Expense) Items, net of tax
|
22.1
|
|
|
(30.9
|
)
|
|
17.5
|
|
|||
Comprehensive Income
|
$
|
149.5
|
|
|
$
|
85.4
|
|
|
$
|
123.0
|
|
|
Years Ended August 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions)
|
||||||||||
Cash Provided by (Used for) Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
127.4
|
|
|
$
|
116.3
|
|
|
$
|
105.5
|
|
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
40.8
|
|
|
39.8
|
|
|
40.1
|
|
|||
Share-based compensation expense
|
16.5
|
|
|
15.9
|
|
|
14.2
|
|
|||
Excess tax benefits from share-based payments
|
(8.6
|
)
|
|
(4.9
|
)
|
|
(5.3
|
)
|
|||
(Gain) loss on the sale or disposal of property, plant, and equipment
|
(2.5
|
)
|
|
0.5
|
|
|
0.4
|
|
|||
Asset impairments
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Deferred income taxes
|
6.5
|
|
|
6.2
|
|
|
10.3
|
|
|||
Other non-cash items
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Change in assets and liabilities, net of effect of acquisitions, divestitures and effect of exchange rate changes:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(54.8
|
)
|
|
(2.3
|
)
|
|
2.9
|
|
|||
Inventories
|
(6.5
|
)
|
|
(28.6
|
)
|
|
(5.3
|
)
|
|||
Prepayments and other current assets
|
1.9
|
|
|
(2.2
|
)
|
|
0.7
|
|
|||
Accounts payable
|
15.2
|
|
|
29.6
|
|
|
5.5
|
|
|||
Other current liabilities
|
7.7
|
|
|
9.7
|
|
|
0.5
|
|
|||
Other
|
(11.6
|
)
|
|
(8.2
|
)
|
|
(8.8
|
)
|
|||
Net Cash Provided by Operating Activities
|
132.3
|
|
|
172.2
|
|
|
161.1
|
|
|||
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment
|
(40.6
|
)
|
|
(31.4
|
)
|
|
(23.3
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
7.6
|
|
|
0.1
|
|
|
1.2
|
|
|||
Acquisitions of businesses and intangible assets, net of cash acquired
|
(25.5
|
)
|
|
(3.8
|
)
|
|
(90.4
|
)
|
|||
Net Cash Used for Investing Activities
|
(58.5
|
)
|
|
(35.1
|
)
|
|
(112.5
|
)
|
|||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Repurchases of common stock
|
—
|
|
|
(9.2
|
)
|
|
(61.0
|
)
|
|||
Proceeds from stock option exercises and other
|
14.9
|
|
|
7.6
|
|
|
6.5
|
|
|||
Excess tax benefits from share-based payments
|
8.6
|
|
|
4.9
|
|
|
5.3
|
|
|||
Dividends paid
|
(22.4
|
)
|
|
(22.0
|
)
|
|
(22.6
|
)
|
|||
Net Cash Provided by (Used for) Financing Activities
|
1.1
|
|
|
(18.7
|
)
|
|
(71.8
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
(0.3
|
)
|
|
(4.1
|
)
|
|
2.4
|
|
|||
Net Change in Cash and Cash Equivalents
|
74.6
|
|
|
114.3
|
|
|
(20.8
|
)
|
|||
Cash and Cash Equivalents at Beginning of Period
|
284.5
|
|
|
170.2
|
|
|
191.0
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
359.1
|
|
|
$
|
284.5
|
|
|
$
|
170.2
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid during the period
|
$
|
46.8
|
|
|
$
|
50.7
|
|
|
$
|
34.2
|
|
Interest paid during the period
|
$
|
31.3
|
|
|
$
|
31.6
|
|
|
$
|
29.9
|
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Income (Loss) |
|
Treasury
Stock
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Balance, August 31, 2010
|
$
|
0.5
|
|
|
$
|
661.9
|
|
|
$
|
459.0
|
|
|
$
|
(71.3
|
)
|
|
$
|
(355.7
|
)
|
|
$
|
694.4
|
|
Net income
|
—
|
|
|
—
|
|
|
105.5
|
|
|
—
|
|
|
—
|
|
|
105.5
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
17.5
|
|
||||||
Common Stock reissued from Treasury Shares for acquisition of businesses
|
—
|
|
|
(1.8
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
2.7
|
|
|
—
|
|
||||||
Amortization, issuance, and forfeitures of restricted stock grants
|
—
|
|
|
8.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||||
Employee Stock Purchase Plan issuances
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
(22.6
|
)
|
|
—
|
|
|
—
|
|
|
(22.6
|
)
|
||||||
Stock options exercised
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(58.0
|
)
|
|
(58.0
|
)
|
||||||
Tax effect on stock options and restricted stock
|
—
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.3
|
|
||||||
Balance, August 31, 2011
|
0.5
|
|
|
680.3
|
|
|
541.0
|
|
|
(53.8
|
)
|
|
(411.0
|
)
|
|
757.0
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
116.3
|
|
|
—
|
|
|
—
|
|
|
116.3
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.9
|
)
|
|
—
|
|
|
(30.9
|
)
|
||||||
Amortization, issuance, and forfeitures of restricted stock grants
|
—
|
|
|
10.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.3
|
|
||||||
Employee Stock Purchase Plan issuances
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
(22.0
|
)
|
|
—
|
|
|
—
|
|
|
(22.0
|
)
|
||||||
Stock options exercised
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
|
(9.2
|
)
|
||||||
Tax effect on stock options and restricted stock
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||||
Balance, August 31, 2012
|
0.5
|
|
|
703.1
|
|
|
635.3
|
|
|
(84.7
|
)
|
|
(420.2
|
)
|
|
834.0
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
127.4
|
|
|
—
|
|
|
—
|
|
|
127.4
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
22.1
|
|
|
—
|
|
|
22.1
|
|
||||||
Amortization, issuance, and forfeitures of restricted stock grants
|
—
|
|
|
8.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
||||||
Employee Stock Purchase Plan issuances
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
||||||
Stock options exercised
|
—
|
|
|
14.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.5
|
|
||||||
Tax effect on stock options and restricted stock
|
—
|
|
|
8.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
||||||
Balance, August 31, 2013
|
$
|
0.5
|
|
|
$
|
735.5
|
|
|
$
|
740.3
|
|
|
$
|
(62.6
|
)
|
|
$
|
(420.2
|
)
|
|
$
|
993.5
|
|
1.
|
Description of Business and Basis of Presentation
|
|
August 31,
|
||||||
|
2013
|
|
2012
|
||||
Raw materials, supplies, and work in process
(1)
|
$
|
122.6
|
|
|
$
|
120.2
|
|
Finished goods
|
90.9
|
|
|
84.6
|
|
||
|
213.5
|
|
|
204.8
|
|
||
Less: Reserves
|
(10.5
|
)
|
|
(10.7
|
)
|
||
Total Inventory
|
$
|
203.0
|
|
|
$
|
194.1
|
|
(1)
|
Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not believe the segregation of raw materials and work in process to be meaningful information.
|
Goodwill:
|
|
|
|
Balance as of August 31, 2012
|
$
|
554.9
|
|
Acquisitions
|
13.6
|
|
|
Currency translation adjustments
|
(0.3
|
)
|
|
Balance as of August 31, 2013
|
$
|
568.2
|
|
|
August 31,
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents and patented technology
|
$
|
71.3
|
|
|
$
|
(22.2
|
)
|
|
$
|
50.7
|
|
|
$
|
(18.2
|
)
|
Trademarks and trade names
|
25.4
|
|
|
(6.9
|
)
|
|
25.4
|
|
|
(6.2
|
)
|
||||
Distribution network
|
61.8
|
|
|
(27.4
|
)
|
|
61.8
|
|
|
(25.0
|
)
|
||||
Customer relationships
|
55.2
|
|
|
(13.9
|
)
|
|
54.3
|
|
|
(10.7
|
)
|
||||
Other
|
5.5
|
|
|
(3.7
|
)
|
|
5.7
|
|
|
(3.1
|
)
|
||||
Total
|
$
|
219.2
|
|
|
$
|
(74.1
|
)
|
|
$
|
197.9
|
|
|
$
|
(63.2
|
)
|
Unamortized trade names
|
$
|
100.0
|
|
|
|
|
|
$
|
96.1
|
|
|
|
|
|
August 31,
|
||||||
|
2013
|
|
2012
|
||||
Assets held for sale
|
2.8
|
|
|
2.8
|
|
||
Deferred debt issuance costs
|
2.2
|
|
|
2.7
|
|
||
Capitalized software costs
(1)
|
2.7
|
|
|
3.8
|
|
||
Deferred contract costs
|
13.5
|
|
|
14.8
|
|
||
Miscellaneous
|
6.2
|
|
|
4.8
|
|
||
Total
|
$
|
27.4
|
|
|
$
|
28.9
|
|
(1)
|
The Company recorded amortization expense of
$0.9
related to capitalized software costs during fiscal
2013
, and
$1.1
in fiscal
2012
and
2011
.
|
|
August 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred compensation and postretirement benefits other than pensions
(1)
|
$
|
31.9
|
|
|
$
|
32.3
|
|
Uncertain tax positions liability, including interest
(2)
|
5.7
|
|
|
7.5
|
|
||
Acquisition-related liabilities
(3)
|
9.0
|
|
|
5.2
|
|
||
Deferred revenue
|
4.9
|
|
|
5.3
|
|
||
Deferred rent
|
1.9
|
|
|
1.1
|
|
||
Miscellaneous
|
1.5
|
|
|
3.1
|
|
||
Total
|
$
|
54.9
|
|
|
$
|
54.5
|
|
(1)
|
Deferred compensation and postretirement benefits other than pensions —
The Company maintains several non-qualified retirement plans for the benefit of eligible employees, primarily deferred compensation plans. The deferred compensation plans provide for elective deferrals of an eligible employee’s compensation and, in some cases, matching contributions by the Company. In addition, one plan provides for an automatic contribution by the Company of
3%
of an eligible employee’s compensation. The Company maintains certain long-term investments that offset a portion of the deferred compensation liability. The Company maintains life insurance policies on certain current and former officers and other key employees as a means of satisfying a portion of these obligations.
|
(2)
|
See the
Income Taxes
footnote for more information.
|
(3)
|
Acquisition-related liabilities
- Amounts represent contingent payments and other obligations, including holdback liabilities, related to recent acquisitions.
|
|
Years Ended August 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Interest expense
|
$
|
31.9
|
|
|
$
|
31.3
|
|
|
$
|
30.4
|
|
Interest income
|
(0.7
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|||
Interest expense, net
|
$
|
31.2
|
|
|
$
|
30.7
|
|
|
$
|
29.9
|
|
|
Foreign Currency Items
|
|
Defined Benefit Pension Plans
|
|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance at August 31, 2012
|
$
|
(16.9
|
)
|
|
$
|
(67.8
|
)
|
|
$
|
(84.7
|
)
|
Other Comprehensive Income/(Expense) before reclassifications
|
(1.9
|
)
|
|
19.5
|
|
|
17.6
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
4.5
|
|
|
4.5
|
|
|||
Net current-period Other Comprehensive Income/(Expense)
|
(1.9
|
)
|
|
24.0
|
|
|
22.1
|
|
|||
Balance at August 31, 2013
|
$
|
(18.8
|
)
|
|
$
|
(43.8
|
)
|
|
$
|
(62.6
|
)
|
|
Years Ended August 31,
|
||||||||||||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||||
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
|
Before Tax Amount
|
|
Tax (Expense) or Benefit
|
|
Net of Tax Amount
|
||||||||||||||||||
Foreign Currency Translation Adjustments
|
$
|
(1.9
|
)
|
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
|
$
|
(8.2
|
)
|
|
$
|
—
|
|
|
$
|
(8.2
|
)
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
9.9
|
|
Defined Benefit Pension Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost from plan amendment during period
|
(5.5
|
)
|
|
2.2
|
|
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Actuarial gains (losses)
|
34.5
|
|
|
(11.7
|
)
|
|
22.8
|
|
|
(38.3
|
)
|
|
12.9
|
|
|
(25.4
|
)
|
|
6.9
|
|
|
(2.5
|
)
|
|
4.4
|
|
|||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
(1)
|
0.7
|
|
|
(0.3
|
)
|
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||||
Actuarial losses
(1)
|
6.2
|
|
|
(2.1
|
)
|
|
4.1
|
|
|
4.1
|
|
|
(1.5
|
)
|
|
2.6
|
|
|
4.8
|
|
|
(1.7
|
)
|
|
3.1
|
|
|||||||||
Total Defined Benefit Plans, net
|
35.9
|
|
|
(11.9
|
)
|
|
24.0
|
|
|
(34.1
|
)
|
|
11.4
|
|
|
(22.7
|
)
|
|
11.8
|
|
|
(4.2
|
)
|
|
7.6
|
|
|||||||||
Other Comprehensive Income/(Expense)
|
$
|
34.0
|
|
|
$
|
(11.9
|
)
|
|
$
|
22.1
|
|
|
$
|
(42.3
|
)
|
|
$
|
11.4
|
|
|
$
|
(30.9
|
)
|
|
$
|
21.7
|
|
|
$
|
(4.2
|
)
|
|
$
|
17.5
|
|
(1)
|
The before tax amount of these accumulated other comprehensive income components is included in net periodic pension cost. See the
Pension and Defined Contribution Plans
footnote
for additional details.
|
|
Fair Value Measurements as of:
|
||||||||||||||||||||||||||||||
|
August 31, 2013
|
|
August 31, 2012
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total Fair Value
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
359.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
359.1
|
|
|
$
|
284.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
284.5
|
|
Other
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
12.1
|
|
|
$
|
12.8
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
August 31, 2013
|
|
August 31, 2012
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Senior unsecured public notes, net of unamortized discount
|
$
|
349.6
|
|
|
$
|
381.5
|
|
|
$
|
349.5
|
|
|
$
|
407.5
|
|
Industrial revenue bond
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||
|
August 31,
|
|
August 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
168.1
|
|
|
$
|
136.3
|
|
|
$
|
46.9
|
|
|
$
|
35.8
|
|
Service cost
|
3.4
|
|
|
2.7
|
|
|
0.1
|
|
|
0.1
|
|
||||
Interest cost
|
6.3
|
|
|
6.6
|
|
|
1.7
|
|
|
1.9
|
|
||||
Amendments
|
5.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Actuarial (gain) loss
|
(24.9
|
)
|
|
29.1
|
|
|
(6.5
|
)
|
|
11.1
|
|
||||
Curtailment
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(6.9
|
)
|
|
(6.7
|
)
|
|
(1.0
|
)
|
|
(1.1
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(0.9
|
)
|
||||
Benefit obligation at end of year
|
151.5
|
|
|
168.1
|
|
|
40.2
|
|
|
46.9
|
|
||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
95.6
|
|
|
$
|
83.9
|
|
|
$
|
28.1
|
|
|
$
|
26.5
|
|
Actual return on plan assets
|
9.3
|
|
|
7.9
|
|
|
2.5
|
|
|
2.3
|
|
||||
Employer contributions
|
7.7
|
|
|
10.5
|
|
|
1.1
|
|
|
1.0
|
|
||||
Benefits paid
|
(6.9
|
)
|
|
(6.7
|
)
|
|
(1.0
|
)
|
|
(1.1
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
||||
Fair value of plan assets at end of year
|
105.7
|
|
|
95.6
|
|
|
30.1
|
|
|
28.1
|
|
||||
Funded status at end of year:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Funded Status
|
$
|
(45.8
|
)
|
|
$
|
(72.5
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(18.8
|
)
|
Net amount recognized in Consolidated Balance Sheets
|
$
|
(45.8
|
)
|
|
$
|
(72.5
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(18.8
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
$
|
(1.2
|
)
|
|
$
|
(1.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Non-current liabilities
|
(44.6
|
)
|
|
(71.3
|
)
|
|
(10.1
|
)
|
|
(18.8
|
)
|
||||
Net amount recognized in Consolidated Balance Sheets
|
$
|
(45.8
|
)
|
|
$
|
(72.5
|
)
|
|
$
|
(10.1
|
)
|
|
$
|
(18.8
|
)
|
Accumulated Benefit Obligation
|
$
|
151.5
|
|
|
$
|
168.1
|
|
|
$
|
40.2
|
|
|
$
|
46.9
|
|
Amounts in accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
(5.3
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
(48.9
|
)
|
|
(80.4
|
)
|
|
(13.0
|
)
|
|
(22.8
|
)
|
||||
Amounts in accumulated other comprehensive income
|
$
|
(54.2
|
)
|
|
$
|
(81.0
|
)
|
|
$
|
(13.0
|
)
|
|
$
|
(22.8
|
)
|
Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
0.8
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
2.0
|
|
|
4.6
|
|
|
1.0
|
|
|
1.8
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
3.4
|
|
|
$
|
2.7
|
|
|
$
|
3.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
6.3
|
|
|
6.6
|
|
|
6.5
|
|
|
1.7
|
|
|
1.9
|
|
|
1.8
|
|
||||||
Expected return on plan assets
|
(7.1
|
)
|
|
(6.5
|
)
|
|
(5.9
|
)
|
|
(1.5
|
)
|
|
(1.7
|
)
|
|
(1.6
|
)
|
||||||
Amortization of prior service cost
|
0.7
|
|
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
4.4
|
|
|
3.2
|
|
|
3.7
|
|
|
1.8
|
|
|
0.9
|
|
|
1.1
|
|
||||||
Net periodic pension cost
|
$
|
7.7
|
|
|
$
|
6.2
|
|
|
$
|
7.5
|
|
|
$
|
2.1
|
|
|
$
|
1.2
|
|
|
$
|
1.4
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Discount rate
|
4.8
|
%
|
|
3.8
|
%
|
|
4.5
|
%
|
|
3.7
|
%
|
Rate of compensation increase
|
5.5
|
%
|
|
5.5
|
%
|
|
3.3
|
%
|
|
2.5
|
%
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discount rate
|
3.8
|
%
|
|
5.0
|
%
|
|
5.0
|
%
|
|
3.7
|
%
|
|
5.6
|
%
|
|
4.9
|
%
|
Expected return on plan assets
|
7.5
|
%
|
|
7.5
|
%
|
|
7.8
|
%
|
|
6.2
|
%
|
|
5.5
|
%
|
|
6.6
|
%
|
Rate of compensation increase
|
5.5
|
%
|
|
5.5
|
%
|
|
5.5
|
%
|
|
2.5
|
%
|
|
3.4
|
%
|
|
3.1
|
%
|
|
% of Plan Assets
|
||||||||||
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Equity securities
|
58.8
|
%
|
|
57.3
|
%
|
|
63.4
|
%
|
|
70.0
|
%
|
Fixed income securities
|
36.4
|
%
|
|
37.8
|
%
|
|
22.5
|
%
|
|
25.0
|
%
|
Multi-strategy investments
|
—
|
%
|
|
—
|
%
|
|
9.6
|
%
|
|
—
|
%
|
Real estate
|
4.8
|
%
|
|
4.9
|
%
|
|
4.5
|
%
|
|
5.0
|
%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Assets
|
August 31, 2013
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Large blend fund
|
$
|
39.1
|
|
|
$
|
39.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign large blend fund
|
10.6
|
|
|
10.6
|
|
|
—
|
|
|
—
|
|
||||
Small blend fund
|
12.4
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
||||
Real Estate Fund
|
5.1
|
|
|
—
|
|
|
—
|
|
|
5.1
|
|
||||
Short-Term Investments
|
5.1
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
||||
Fixed-Income Investments
|
33.4
|
|
|
—
|
|
|
33.4
|
|
|
—
|
|
||||
|
$
|
105.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Assets
|
August 31, 2012
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Large blend fund
|
$
|
35.6
|
|
|
$
|
35.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign large blend fund
|
9.2
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
||||
Small blend fund
|
10.0
|
|
|
10.0
|
|
|
—
|
|
|
—
|
|
||||
Real Estate Fund
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
||||
Short-Term Investments
|
5.3
|
|
|
5.3
|
|
|
—
|
|
|
—
|
|
||||
Fixed-Income Investments
|
30.8
|
|
|
—
|
|
|
30.8
|
|
|
—
|
|
||||
|
$
|
95.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Assets
|
August 31, 2013
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity Securities
|
$
|
19.0
|
|
|
$
|
—
|
|
|
$
|
19.0
|
|
|
$
|
—
|
|
Real Estate Fund
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Multi-Strategy Investments
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
||||
Fixed-Income Investments
|
6.7
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
||||
|
$
|
30.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Assets
|
August 31, 2012
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity Securities
|
$
|
18.9
|
|
|
$
|
—
|
|
|
$
|
18.9
|
|
|
$
|
—
|
|
Real Estate Fund
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||
Fixed-Income Investments
|
7.8
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
||||
|
$
|
28.1
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Real Estate Fund
|
||||||
|
Years Ended August 31,
|
||||||
|
2013
|
|
2012
|
||||
Balance, beginning of year
|
$
|
4.7
|
|
|
$
|
4.2
|
|
Net unrealized gain relating to instruments still held at the reporting date
|
0.3
|
|
|
0.4
|
|
||
Shares purchased, including from dividend reinvestment
|
0.1
|
|
|
0.1
|
|
||
Balance, end of year
|
$
|
5.1
|
|
|
$
|
4.7
|
|
|
International Real Estate Fund
|
||||||
|
Years Ended August 31,
|
||||||
|
2013
|
|
2012
|
||||
Balance, beginning of year
|
$
|
1.4
|
|
|
$
|
0.6
|
|
Shares purchased, including from dividend reinvestment
(1)
|
—
|
|
|
0.8
|
|
||
Balance, end of year
|
$
|
1.4
|
|
|
$
|
1.4
|
|
(1)
|
Activity in 2013 was less than $0.1.
|
|
Domestic Plans
|
|
International Plans
|
||||
2014
|
$
|
7.0
|
|
|
$
|
1.0
|
|
2015
|
7.1
|
|
|
1.0
|
|
||
2016
|
7.2
|
|
|
1.0
|
|
||
2017
|
7.6
|
|
|
1.1
|
|
||
2018
|
8.4
|
|
|
1.1
|
|
||
2019 - 2023
|
47.5
|
|
|
6.0
|
|
•
|
Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be shared by the remaining participating employers.
|
•
|
If a participating employer chooses to stop participating in some of its multi-employer plans, the employer may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
August 31,
|
||||||
|
2013
|
|
2012
|
||||
Senior unsecured public notes due December 2019, principal
|
$
|
350.0
|
|
|
$
|
350.0
|
|
Senior unsecured public notes due December 2019, unamortized discount
|
(0.4
|
)
|
|
(0.5
|
)
|
||
Industrial revenue bond due 2021
|
4.0
|
|
|
4.0
|
|
||
Total debt outstanding
|
$
|
353.6
|
|
|
$
|
353.5
|
|
|
Common Stock
|
|||||
|
Shares
|
|
Amount
|
|||
(Amounts and shares in millions)
|
|
|
(At par)
|
|||
Balance at August 31, 2010
|
50.4
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of forfeitures
|
0.3
|
|
|
—
|
|
|
Stock options exercised
|
0.3
|
|
|
—
|
|
|
Balance at August 31, 2011
|
51.0
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of forfeitures
|
0.2
|
|
|
—
|
|
|
Stock options exercised
|
0.3
|
|
|
—
|
|
|
Balance at August 31, 2012
|
51.5
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of forfeitures
|
0.2
|
|
|
—
|
|
|
Stock options exercised
|
0.5
|
|
|
—
|
|
|
Balance at August 31, 2013
|
52.2
|
|
|
$
|
0.5
|
|
|
Years Ended August 31,
|
||||||||||
(Amounts and shares in millions, except earnings per share)
|
2013
|
|
2012
|
|
2011
|
||||||
Basic Earnings per Share
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
127.4
|
|
|
$
|
116.3
|
|
|
$
|
105.5
|
|
Less: Income attributable to participating securities
|
(2.0
|
)
|
|
(2.2
|
)
|
|
(1.9
|
)
|
|||
Net income available to common shareholders
|
$
|
125.4
|
|
|
$
|
114.1
|
|
|
$
|
103.6
|
|
Basic weighted average shares outstanding
|
42.2
|
|
|
41.4
|
|
|
42.2
|
|
|||
Basic earnings per share
|
$
|
2.97
|
|
|
$
|
2.75
|
|
|
$
|
2.46
|
|
Diluted Earnings per Share
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
127.4
|
|
|
$
|
116.3
|
|
|
$
|
105.5
|
|
Less: Income attributable to participating securities
|
(2.0
|
)
|
|
(2.2
|
)
|
|
(1.9
|
)
|
|||
Net income available to common shareholders
|
$
|
125.4
|
|
|
$
|
114.1
|
|
|
$
|
103.6
|
|
Basic weighted average shares outstanding
|
42.2
|
|
|
41.4
|
|
|
42.2
|
|
|||
Common stock equivalents
|
0.3
|
|
|
0.5
|
|
|
0.6
|
|
|||
Diluted weighted average shares outstanding
|
42.5
|
|
|
41.9
|
|
|
42.8
|
|
|||
Diluted earnings per share
|
$
|
2.95
|
|
|
$
|
2.72
|
|
|
$
|
2.42
|
|
|
Number of
Shares
(in millions)
|
|
Weighted Average
Grant Date
Fair Value Per
Share
|
||
Outstanding at August 31, 2012
|
0.8
|
|
$
|
44.11
|
|
Granted
|
0.3
|
|
$
|
64.01
|
|
Vested
|
(0.3)
|
|
$
|
40.88
|
|
Forfeited
|
(0.1)
|
|
$
|
53.33
|
|
Outstanding at August 31, 2013
|
0.7
|
|
$
|
52.90
|
|
|
Outstanding
|
|
Exercisable
|
||||
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
Outstanding at August 31, 2010
|
1.5
|
|
$27.78
|
|
1.1
|
|
$26.03
|
Granted
|
0.2
|
|
$50.56
|
|
|
|
|
Exercised
|
(0.3)
|
|
$21.18
|
|
|
|
|
Cancelled
|
(0.1)
|
|
$39.57
|
|
|
|
|
Outstanding at August 31, 2011
|
1.3
|
|
$31.67
|
|
1.0
|
|
$28.81
|
Granted
|
0.1
|
|
$46.29
|
|
|
|
|
Exercised
|
(0.3)
|
|
$22.02
|
|
|
|
|
Cancelled
|
—
|
*
|
$35.64
|
|
|
|
|
Outstanding at August 31, 2012
|
1.1
|
|
$36.25
|
|
1.0
|
|
$33.06
|
Granted
|
0.1
|
|
$62.54
|
|
|
|
|
Exercised
|
(0.4)
|
|
$30.72
|
|
|
|
|
Outstanding at August 31, 2013
|
0.8
|
|
$43.16
|
|
0.5
|
|
$38.00
|
Range of option exercise prices:
|
|
|
|
|
|
|
|
$20.01 - $30.00 (average life - 2.9 years)
|
—
|
*
|
$25.58
|
|
—
|
*
|
$25.58
|
$30.01 - $40.00 (average life - 5.0 years)
|
0.3
|
|
$34.25
|
|
0.3
|
|
$34.25
|
$40.01 - $50.00 (average life - 6.4 years)
|
0.3
|
|
$43.62
|
|
0.1
|
|
$41.81
|
$50.01 - $70.00 (average life - 8.1 years)
|
0.2
|
|
$56.35
|
|
0.1
|
|
$50.56
|
*
|
Represents outstanding or exercisable shares of less than 0.1.
|
|
2013
|
|
2012
|
||||
Balance at September 1
|
$
|
4.0
|
|
|
$
|
4.2
|
|
Adjustments to the warranty and recall reserve
|
6.7
|
|
|
5.6
|
|
||
Payments made during the period
|
(4.8
|
)
|
|
(5.8
|
)
|
||
Balance at August 31
|
$
|
5.9
|
|
|
$
|
4.0
|
|
|
Fiscal 2008 - 2010
|
|
Fiscal 2012
|
|
Fiscal 2013
|
||||||
|
Actions
|
|
Actions
|
|
Actions
|
||||||
Balance as of August 31, 2012
|
$
|
0.2
|
|
|
$
|
5.6
|
|
|
$
|
—
|
|
Special charge adjustment
|
(0.1
|
)
|
|
(0.4
|
)
|
|
7.6
|
|
|||
Payments made during the period
|
(0.1
|
)
|
|
(5.2
|
)
|
|
(2.5
|
)
|
|||
Balance as of August 31, 2013
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.1
|
|
|
Years Ended August 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Provision for current federal taxes
|
$
|
48.4
|
|
|
$
|
47.9
|
|
|
$
|
36.9
|
|
Provision for current state taxes
|
6.9
|
|
|
5.4
|
|
|
3.9
|
|
|||
Provision for current foreign taxes
|
4.2
|
|
|
3.7
|
|
|
2.3
|
|
|||
Provision for deferred taxes
|
6.2
|
|
|
5.7
|
|
|
9.0
|
|
|||
Total provision for income taxes
|
$
|
65.7
|
|
|
$
|
62.7
|
|
|
$
|
52.1
|
|
|
Years Ended August 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Federal income tax computed at statutory rate
|
$
|
67.6
|
|
|
$
|
62.6
|
|
|
$
|
55.1
|
|
State income tax, net of federal income tax benefit
|
4.8
|
|
|
4.5
|
|
|
4.0
|
|
|||
Foreign permanent differences and rate differential
|
(1.1
|
)
|
|
(1.2
|
)
|
|
(0.8
|
)
|
|||
Other, net
|
(5.6
|
)
|
|
(3.2
|
)
|
|
(6.2
|
)
|
|||
Total provision for income taxes
|
$
|
65.7
|
|
|
$
|
62.7
|
|
|
$
|
52.1
|
|
|
August 31,
|
||||||
|
2013
|
|
2012
|
||||
Deferred Income Tax Liabilities:
|
|
|
|
|
|
||
Depreciation
|
$
|
(8.1
|
)
|
|
$
|
(6.0
|
)
|
Goodwill and intangibles
|
(98.6
|
)
|
|
(88.2
|
)
|
||
Other liabilities
|
(5.8
|
)
|
|
(6.1
|
)
|
||
Total deferred income tax liabilities
|
(112.5
|
)
|
|
(100.3
|
)
|
||
Deferred Income Tax Assets:
|
|
|
|
|
|
||
Self-insurance
|
3.6
|
|
|
3.2
|
|
||
Pension
|
17.6
|
|
|
30.4
|
|
||
Deferred compensation
|
26.0
|
|
|
26.0
|
|
||
Bonuses
|
0.7
|
|
|
1.9
|
|
||
Net operating losses
|
17.6
|
|
|
13.7
|
|
||
Other accruals not yet deductible
|
14.4
|
|
|
12.5
|
|
||
Other assets
|
6.4
|
|
|
6.5
|
|
||
Total deferred income tax assets
|
86.3
|
|
|
94.2
|
|
||
Valuation Allowance
|
(12.4
|
)
|
|
(10.2
|
)
|
||
Net deferred income tax liabilities
|
$
|
(38.6
|
)
|
|
$
|
(16.3
|
)
|
|
2013
|
|
2012
|
||||
Unrecognized tax benefits balance at September 1
|
$
|
7.0
|
|
|
$
|
6.8
|
|
Additions based on tax positions related to the current year
|
0.3
|
|
|
0.2
|
|
||
Additions for tax positions of prior years
|
0.6
|
|
|
1.1
|
|
||
Reductions for tax positions of prior years
|
—
|
|
|
(0.3
|
)
|
||
Reductions due to settlements
|
(0.3
|
)
|
|
(0.1
|
)
|
||
Reductions due to lapse of statute of limitations
|
(2.6
|
)
|
|
(0.7
|
)
|
||
Unrecognized tax benefits balance at August 31
|
$
|
5.0
|
|
|
$
|
7.0
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
(1)
|
|
|
|
|
|
|
|
|
|||
Domestic
(2)
|
$
|
1,854.9
|
|
|
$
|
1,728.1
|
|
|
$
|
1,604.5
|
|
International
|
234.2
|
|
|
205.6
|
|
|
191.2
|
|
|||
Total
|
$
|
2,089.1
|
|
|
$
|
1,933.7
|
|
|
$
|
1,795.7
|
|
Operating profit
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
207.2
|
|
|
$
|
197.7
|
|
|
$
|
175.4
|
|
International
|
14.3
|
|
|
10.3
|
|
|
13.3
|
|
|||
Total
|
$
|
221.5
|
|
|
$
|
208.0
|
|
|
$
|
188.7
|
|
Income before Provision for Income Taxes
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
181.2
|
|
|
$
|
171.6
|
|
|
$
|
145.5
|
|
International
|
11.9
|
|
|
7.4
|
|
|
12.1
|
|
|||
Total
|
$
|
193.1
|
|
|
$
|
179.0
|
|
|
$
|
157.6
|
|
Long-lived assets
(3)
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
146.1
|
|
|
$
|
141.9
|
|
|
$
|
140.8
|
|
International
|
30.9
|
|
|
30.3
|
|
|
32.7
|
|
|||
Total
|
$
|
177.0
|
|
|
$
|
172.2
|
|
|
$
|
173.5
|
|
(1)
|
Net sales are attributed to each country based on the selling location.
|
(2)
|
Domestic amounts include net sales (including export sales), operating profit, income before provision for income taxes, and long-lived assets for U.S. based operations.
|
(3)
|
Long-lived assets include net property, plant, and equipment, deferred compensation plan assets, long-term deferred income tax assets, and other long-term assets.
|
|
At August 31, 2013
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
331.0
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
27.3
|
|
|
$
|
—
|
|
|
$
|
359.1
|
|
Accounts receivable, net
|
—
|
|
|
270.8
|
|
|
—
|
|
|
47.5
|
|
|
—
|
|
|
318.3
|
|
||||||
Inventories
|
—
|
|
|
191.2
|
|
|
—
|
|
|
11.8
|
|
|
—
|
|
|
203.0
|
|
||||||
Other current assets
|
4.4
|
|
|
23.0
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
33.1
|
|
||||||
Total Current Assets
|
335.4
|
|
|
485.8
|
|
|
—
|
|
|
92.3
|
|
|
—
|
|
|
913.5
|
|
||||||
Property, Plant, and Equipment, net
|
0.4
|
|
|
118.1
|
|
|
—
|
|
|
29.4
|
|
|
—
|
|
|
147.9
|
|
||||||
Goodwill
|
—
|
|
|
517.0
|
|
|
2.7
|
|
|
48.5
|
|
|
—
|
|
|
568.2
|
|
||||||
Intangible assets
|
—
|
|
|
99.9
|
|
|
119.2
|
|
|
26.0
|
|
|
—
|
|
|
245.1
|
|
||||||
Other long-term assets
|
3.8
|
|
|
19.4
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
29.1
|
|
||||||
Investments in and amounts due from subsidiaries
|
701.5
|
|
|
170.7
|
|
|
118.2
|
|
|
(61.5
|
)
|
|
(928.9
|
)
|
|
—
|
|
||||||
Total Assets
|
$
|
1,041.1
|
|
|
$
|
1,410.9
|
|
|
$
|
240.1
|
|
|
$
|
140.6
|
|
|
$
|
(928.9
|
)
|
|
$
|
1,903.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
1.6
|
|
|
$
|
233.2
|
|
|
$
|
—
|
|
|
$
|
14.7
|
|
|
$
|
—
|
|
|
$
|
249.5
|
|
Other accrued liabilities
|
17.0
|
|
|
95.0
|
|
|
—
|
|
|
24.7
|
|
|
—
|
|
|
136.7
|
|
||||||
Total Current Liabilities
|
18.6
|
|
|
328.2
|
|
|
—
|
|
|
39.4
|
|
|
—
|
|
|
386.2
|
|
||||||
Long-Term Debt
|
—
|
|
|
353.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.6
|
|
||||||
Deferred Income Taxes
|
(32.5
|
)
|
|
85.8
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
53.9
|
|
||||||
Other Long-Term Liabilities
|
61.5
|
|
|
33.6
|
|
|
—
|
|
|
21.5
|
|
|
—
|
|
|
116.6
|
|
||||||
Total Stockholders’ Equity
|
993.5
|
|
|
609.7
|
|
|
240.1
|
|
|
79.1
|
|
|
(928.9
|
)
|
|
993.5
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
1,041.1
|
|
|
$
|
1,410.9
|
|
|
$
|
240.1
|
|
|
$
|
140.6
|
|
|
$
|
(928.9
|
)
|
|
$
|
1,903.8
|
|
|
At August 31, 2012
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
246.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37.9
|
|
|
$
|
—
|
|
|
$
|
284.5
|
|
Accounts receivable, net
|
—
|
|
|
228.2
|
|
|
—
|
|
|
35.6
|
|
|
—
|
|
|
263.8
|
|
||||||
Inventories
|
—
|
|
|
183.8
|
|
|
—
|
|
|
10.3
|
|
|
—
|
|
|
194.1
|
|
||||||
Other current assets
|
4.5
|
|
|
26.2
|
|
|
—
|
|
|
5.9
|
|
|
—
|
|
|
36.6
|
|
||||||
Total Current Assets
|
251.1
|
|
|
438.2
|
|
|
—
|
|
|
89.7
|
|
|
—
|
|
|
779.0
|
|
||||||
Property, Plant, and Equipment, net
|
—
|
|
|
109.6
|
|
|
—
|
|
|
29.6
|
|
|
—
|
|
|
139.2
|
|
||||||
Goodwill
|
—
|
|
|
516.1
|
|
|
2.7
|
|
|
36.1
|
|
|
—
|
|
|
554.9
|
|
||||||
Intangible assets
|
—
|
|
|
104.5
|
|
|
122.0
|
|
|
4.3
|
|
|
—
|
|
|
230.8
|
|
||||||
Other long-term assets
|
3.6
|
|
|
20.8
|
|
|
—
|
|
|
8.6
|
|
|
—
|
|
|
33.0
|
|
||||||
Investments in and amounts due from subsidiaries
|
621.7
|
|
|
115.6
|
|
|
98.1
|
|
|
(43.0
|
)
|
|
(792.4
|
)
|
|
—
|
|
||||||
Total Assets
|
$
|
876.4
|
|
|
$
|
1,304.8
|
|
|
$
|
222.8
|
|
|
$
|
125.3
|
|
|
$
|
(792.4
|
)
|
|
$
|
1,736.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.8
|
|
|
$
|
218.0
|
|
|
$
|
—
|
|
|
$
|
13.9
|
|
|
$
|
—
|
|
|
$
|
232.7
|
|
Other accrued liabilities
|
12.6
|
|
|
103.2
|
|
|
—
|
|
|
16.3
|
|
|
—
|
|
|
132.1
|
|
||||||
Total Current Liabilities
|
13.4
|
|
|
321.2
|
|
|
—
|
|
|
30.2
|
|
|
—
|
|
|
364.8
|
|
||||||
Long-Term Debt
|
—
|
|
|
353.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.5
|
|
||||||
Deferred Income Taxes
|
(32.0
|
)
|
|
68.2
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
33.4
|
|
||||||
Other Long-Term Liabilities
|
61.0
|
|
|
64.7
|
|
|
—
|
|
|
25.5
|
|
|
—
|
|
|
151.2
|
|
||||||
Total Stockholders’ Equity
|
834.0
|
|
|
497.2
|
|
|
222.8
|
|
|
72.4
|
|
|
(792.4
|
)
|
|
834.0
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
876.4
|
|
|
$
|
1,304.8
|
|
|
$
|
222.8
|
|
|
$
|
125.3
|
|
|
$
|
(792.4
|
)
|
|
$
|
1,736.9
|
|
|
Year Ended August 31, 2013
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
1,851.4
|
|
|
$
|
—
|
|
|
$
|
237.7
|
|
|
$
|
—
|
|
|
$
|
2,089.1
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
31.8
|
|
|
85.0
|
|
|
(116.8
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
1,851.4
|
|
|
31.8
|
|
|
322.7
|
|
|
(116.8
|
)
|
|
2,089.1
|
|
||||||
Cost of Products Sold
|
—
|
|
|
1,088.6
|
|
|
—
|
|
|
247.9
|
|
|
(85.0
|
)
|
|
1,251.5
|
|
||||||
Gross Profit
|
—
|
|
|
762.8
|
|
|
31.8
|
|
|
74.8
|
|
|
(31.8
|
)
|
|
837.6
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
28.0
|
|
|
542.6
|
|
|
2.9
|
|
|
65.9
|
|
|
(31.8
|
)
|
|
607.6
|
|
||||||
Intercompany charges
|
(37.5
|
)
|
|
32.8
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
||||||
Special Charge
|
—
|
|
|
6.5
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
8.5
|
|
||||||
Operating Profit
|
9.5
|
|
|
180.9
|
|
|
28.9
|
|
|
2.2
|
|
|
—
|
|
|
221.5
|
|
||||||
Interest expense (income), net
|
9.4
|
|
|
22.1
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
31.2
|
|
||||||
Equity earnings in subsidiaries
|
(127.4
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
129.5
|
|
|
—
|
|
||||||
Miscellaneous (income) expense, net
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
||||||
Income (Loss) before Provision for Income Taxes
|
127.5
|
|
|
161.9
|
|
|
28.9
|
|
|
4.3
|
|
|
(129.5
|
)
|
|
193.1
|
|
||||||
Provision for Income Taxes
|
0.1
|
|
|
51.5
|
|
|
11.6
|
|
|
2.5
|
|
|
—
|
|
|
65.7
|
|
||||||
Net Income
|
$
|
127.4
|
|
|
$
|
110.4
|
|
|
$
|
17.3
|
|
|
$
|
1.8
|
|
|
$
|
(129.5
|
)
|
|
$
|
127.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income/(Expense) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
$
|
(1.9
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
(1.9
|
)
|
Defined Benefit Pension Plans, net
|
$
|
24.0
|
|
|
$
|
17.3
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
(24.5
|
)
|
|
$
|
24.0
|
|
Other Comprehensive Income/(Expense) Items after Provision for Income Taxes
|
$
|
22.1
|
|
|
$
|
15.4
|
|
|
$
|
—
|
|
|
$
|
7.2
|
|
|
$
|
(22.6
|
)
|
|
$
|
22.1
|
|
Other Comprehensive Income/(Expense)
|
$
|
149.5
|
|
|
$
|
125.8
|
|
|
$
|
17.3
|
|
|
$
|
9.0
|
|
|
$
|
(152.1
|
)
|
|
$
|
149.5
|
|
|
Year Ended August 31, 2012
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
1,726.4
|
|
|
$
|
—
|
|
|
$
|
207.3
|
|
|
$
|
—
|
|
|
$
|
1,933.7
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
30.2
|
|
|
67.5
|
|
|
(97.7
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
1,726.4
|
|
|
30.2
|
|
|
274.8
|
|
|
(97.7
|
)
|
|
1,933.7
|
|
||||||
Cost of Products Sold
|
—
|
|
|
1,002.9
|
|
|
—
|
|
|
210.3
|
|
|
(67.5
|
)
|
|
1,145.7
|
|
||||||
Gross Profit
|
—
|
|
|
723.5
|
|
|
30.2
|
|
|
64.5
|
|
|
(30.2
|
)
|
|
788.0
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
25.4
|
|
|
508.4
|
|
|
3.5
|
|
|
59.6
|
|
|
(30.2
|
)
|
|
566.7
|
|
||||||
Intercompany charges
|
(35.4
|
)
|
|
30.7
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
||||||
Special Charges
|
—
|
|
|
12.4
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
13.3
|
|
||||||
Operating Profit (Loss)
|
10.0
|
|
|
172.0
|
|
|
26.7
|
|
|
(0.7
|
)
|
|
—
|
|
|
208.0
|
|
||||||
Interest expense (income), net
|
8.9
|
|
|
22.2
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
30.7
|
|
||||||
Equity earnings in subsidiaries
|
(115.4
|
)
|
|
1.3
|
|
|
—
|
|
|
0.1
|
|
|
114.0
|
|
|
—
|
|
||||||
Miscellaneous (income) expense, net
|
(0.3
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
(1.7
|
)
|
||||||
Income before Provision for Income Taxes
|
116.8
|
|
|
150.6
|
|
|
26.7
|
|
|
(1.1
|
)
|
|
(114.0
|
)
|
|
179.0
|
|
||||||
Provision for Income Taxes
|
0.5
|
|
|
49.2
|
|
|
10.8
|
|
|
2.2
|
|
|
—
|
|
|
62.7
|
|
||||||
Net Income
|
$
|
116.3
|
|
|
$
|
101.4
|
|
|
$
|
15.9
|
|
|
$
|
(3.3
|
)
|
|
$
|
(114.0
|
)
|
|
$
|
116.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income/(Expense) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
$
|
(8.2
|
)
|
|
$
|
(8.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.2
|
|
|
$
|
(8.2
|
)
|
Defined Benefit Pension Plans, net
|
$
|
(22.7
|
)
|
|
$
|
(13.9
|
)
|
|
$
|
—
|
|
|
$
|
(7.4
|
)
|
|
$
|
21.3
|
|
|
$
|
(22.7
|
)
|
Other Comprehensive Income/(Expense) Items after Provision for Income Taxes
|
$
|
(30.9
|
)
|
|
$
|
(22.1
|
)
|
|
$
|
—
|
|
|
$
|
(7.4
|
)
|
|
$
|
29.5
|
|
|
$
|
(30.9
|
)
|
Other Comprehensive Income/(Expense)
|
$
|
85.4
|
|
|
$
|
79.3
|
|
|
$
|
15.9
|
|
|
$
|
(10.7
|
)
|
|
$
|
(84.5
|
)
|
|
$
|
85.4
|
|
|
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 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
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income/(Expense) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
$
|
9.9
|
|
|
$
|
9.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(9.9
|
)
|
|
$
|
9.9
|
|
Defined Benefit Pension Plans, net
|
$
|
7.6
|
|
|
$
|
5.0
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
(7.2
|
)
|
|
$
|
7.6
|
|
Other Comprehensive Income/(Expense) Items after Provision for Income Taxes
|
$
|
17.5
|
|
|
$
|
14.9
|
|
|
$
|
—
|
|
|
$
|
2.2
|
|
|
$
|
(17.1
|
)
|
|
$
|
17.5
|
|
Other Comprehensive Income/(Expense)
|
$
|
123.0
|
|
|
$
|
107.3
|
|
|
$
|
13.8
|
|
|
$
|
2.9
|
|
|
$
|
(124.0
|
)
|
|
$
|
123.0
|
|
|
Year Ended August 31, 2013
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net Cash Provided by Operating Activities
|
$
|
83.7
|
|
|
$
|
46.4
|
|
|
$
|
—
|
|
|
$
|
14.3
|
|
|
$
|
(12.1
|
)
|
|
$
|
132.3
|
|
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
(0.4
|
)
|
|
(36.9
|
)
|
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
(40.6
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
||||||
Investments in subsidiaries
|
—
|
|
|
(13.1
|
)
|
|
—
|
|
|
—
|
|
|
13.1
|
|
|
—
|
|
||||||
Acquisitions of business and intangible assets
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(21.8
|
)
|
|
—
|
|
|
(25.5
|
)
|
||||||
Net Cash Used for Investing Activities
|
(0.4
|
)
|
|
(46.1
|
)
|
|
—
|
|
|
(25.1
|
)
|
|
13.1
|
|
|
(58.5
|
)
|
||||||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Proceeds from stock option exercises and other
|
14.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.9
|
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefits from share-based payments
|
8.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.6
|
|
||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.1
|
)
|
|
12.1
|
|
|
—
|
|
||||||
Intercompany capital
|
—
|
|
|
—
|
|
|
—
|
|
|
13.1
|
|
|
(13.1
|
)
|
|
—
|
|
||||||
Dividends paid
|
(22.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.4
|
)
|
||||||
Net Cash Provided by (Used for) Financing Activities
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
(1.0
|
)
|
|
1.1
|
|
||||||
Effect of Exchange Rate Changes on Cash
|
—
|
|
|
0.5
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||||
Net Change in Cash and Cash Equivalents
|
84.4
|
|
|
0.8
|
|
|
—
|
|
|
(10.6
|
)
|
|
—
|
|
|
74.6
|
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
246.6
|
|
|
—
|
|
|
—
|
|
|
37.9
|
|
|
—
|
|
|
284.5
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
331.0
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
27.3
|
|
|
$
|
—
|
|
|
$
|
359.1
|
|
|
Year Ended August 31, 2012
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||||
Net Cash Provided by Operating Activities
|
$
|
141.9
|
|
|
$
|
29.8
|
|
|
$
|
—
|
|
|
$
|
2.5
|
|
|
$
|
(2.0
|
)
|
|
$
|
172.2
|
|
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(27.7
|
)
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
(31.4
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Investments in subsidiaries
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|
—
|
|
||||||
Acquisitions of business and intangible assets
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
||||||
Net Cash Used for Investing Activities
|
(3.8
|
)
|
|
(31.4
|
)
|
|
—
|
|
|
(3.7
|
)
|
|
3.8
|
|
|
(35.1
|
)
|
||||||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from stock option exercises and other
|
7.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
||||||
Repurchases of common stock
|
(9.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
||||||
Excess tax benefits from share-based payments
|
4.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
||||||
Intercompany dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|
2.0
|
|
|
—
|
|
||||||
Intercompany capital
|
—
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
(3.8
|
)
|
|
—
|
|
||||||
Dividends paid
|
(22.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.0
|
)
|
||||||
Net Cash (Used for) Provided by Financing Activities
|
(18.7
|
)
|
|
3.8
|
|
|
—
|
|
|
(2.0
|
)
|
|
(1.8
|
)
|
|
(18.7
|
)
|
||||||
Effect of Exchange Rate Changes on Cash
|
—
|
|
|
(2.3
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
(4.1
|
)
|
||||||
Net Change in Cash and Cash Equivalents
|
119.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
(5.0
|
)
|
|
—
|
|
|
114.3
|
|
||||||
Cash and Cash Equivalents at Beginning of Period
|
127.2
|
|
|
0.1
|
|
|
—
|
|
|
42.9
|
|
|
—
|
|
|
170.2
|
|
||||||
Cash and Cash Equivalents at End of Period
|
$
|
246.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37.9
|
|
|
$
|
—
|
|
|
$
|
284.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 businesses
|
—
|
|
|
(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
|
|
|
Fiscal Year 2013
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net Sales
|
$
|
481.1
|
|
|
$
|
486.7
|
|
|
$
|
541.5
|
|
|
$
|
579.8
|
|
Gross Profit
|
$
|
189.5
|
|
|
$
|
189.7
|
|
|
$
|
221.1
|
|
|
$
|
237.3
|
|
Net Income
|
$
|
26.1
|
|
|
$
|
24.7
|
|
|
$
|
31.7
|
|
|
$
|
44.9
|
|
Basic Earnings per Share
|
$
|
0.61
|
|
|
$
|
0.58
|
|
|
$
|
0.74
|
|
|
$
|
1.04
|
|
Diluted Earnings per Share
|
$
|
0.61
|
|
|
$
|
0.57
|
|
|
$
|
0.73
|
|
|
$
|
1.03
|
|
|
Fiscal Year 2012
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net Sales
|
$
|
474.3
|
|
|
$
|
457.7
|
|
|
$
|
487.5
|
|
|
$
|
514.3
|
|
Gross Profit
|
$
|
193.6
|
|
|
$
|
181.9
|
|
|
$
|
202.0
|
|
|
$
|
210.5
|
|
Net Income
|
$
|
29.9
|
|
|
$
|
19.5
|
|
|
$
|
33.6
|
|
|
$
|
33.3
|
|
Basic Earnings per Share
|
$
|
0.71
|
|
|
$
|
0.46
|
|
|
$
|
0.80
|
|
|
$
|
0.78
|
|
Diluted Earnings per Share
|
$
|
0.70
|
|
|
$
|
0.46
|
|
|
$
|
0.79
|
|
|
$
|
0.78
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9a.
|
Controls and Procedures
|
Item 9b.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
||
|
||
|
||
|
||
|
||
|
||
(2)
|
Financial Statement Schedules:
|
|
|
||
|
Any of Schedules I through V not listed above have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto
|
|
(3)
|
Exhibits filed with this report (begins on next page):
|
|
|
Copies of exhibits will be furnished to stockholders upon request at a nominal fee. Requests should be sent to Acuity Brands, Inc., Investor Relations Department, 1170 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30309-7676
|
|
EXHIBIT 2
|
(a)
|
Agreement and Plan of Merger among Acuity Brands, Inc., Acuity Merger Sub, Inc. and Acuity Brands Holdings, Inc., dated September 25, 2007.
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
|
|
(b)
|
Agreement and Plan of Distribution by and between Acuity Brands, Inc. and Zep Inc., dated as of October 31, 2007.
|
|
Reference is made to Exhibit 2.1 of registrant’s Form 8-K as filed with the Commission on November 6, 2007, which is incorporated herein by reference.
|
EXHIBIT 3
|
(a)
|
Restated Certificate of Incorporation of Acuity Brands, Inc. (formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.
|
|
Reference is made to Exhibit 3.1 of registrant’s Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
|
|
(b)
|
Certificate of Amendment of Acuity Brands, Inc. (formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.
|
|
Reference is made to Exhibit 3.2 of registrant’s Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.
|
|
(c)
|
Amended and Restated Bylaws of Acuity Brands, Inc., dated as of September 30, 2011.
|
|
Reference is made to Exhibit 3.1 of registrant’s Form 8-K as filed with the Commission on October 5, 2011, which is incorporated herein by reference.
|
EXHIBIT 4
|
(a)
|
Form of Certificate representing Acuity Brands, Inc. Common Stock.
|
|
Reference is made to Exhibit 4.1 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(b)
|
Indenture, dated December 8, 2009, among Acuity Brands Lighting, Inc, as issuer, and Acuity Brands, Inc. and ABL IP Holding LLC, as guarantors, and Wells Fargo Bank, National Association, as trustee.
|
|
Reference is made to Exhibit 4.1 of registrant’s Form 8-K as filed with the Commission on December 9, 2009, which is incorporated herein by reference.
|
|
(c)
|
Form of 6.00% Senior Note due 2019.
|
|
Reference is made to Exhibit 4.2 of registrant’s Form 8-K as filed with the Commission on December 9, 2009, which is incorporated herein by reference.
|
EXHIBIT 10(i)
|
(1)
|
Tax Disaffiliation Agreement, dated as of October 7, 2005, by and between National Service Industries, Inc. and Acuity Brands, Inc.
|
|
Reference is made to Exhibit 10 (i)A(17) of the registrant’s Form 10-K as filed with the Commission on November 1, 2005, which is incorporated by reference.
|
|
(2)
|
5-Year Revolving Credit Agreement, dated as of January 31, 2012 among Acuity Brands, Inc., the Subsidiary Borrowers from time to time parties hereto, the Lenders from time to time parties hereto, Bank of America, N.A.; Branch Banking & Trust Company; JPMorgan Chase Bank, N.A.; KeyBank National Association; RBC Bank (USA); U.S. Bank National Association; and Wells Fargo Bank, National Association.
|
|
Reference is made to Exhibit 10 of registrant’s Form 10-Q as filed with the Commission on April 4, 2012, which is incorporated herein by reference.
|
|
(3)
|
Tax Disaffiliation Agreement between Acuity Brands, Inc. and Zep Inc., dated as of October 31, 2007.
|
|
Reference is made to Exhibit 10.1 of registrant's Form 8-K as filed with the Commission on November 6, 2007, which is incorporated herein by reference.
|
EXHIBIT 10(iii)A
|
|
Management Contracts and Compensatory Arrangements:
|
|
|
|
(1)
|
Acuity Brands, Inc. 2001 Nonemployee Directors’ Stock Option Plan.
|
|
Reference is made to Exhibit 10.6 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(2)
|
Amendment No. 1 to Acuity Brands, Inc. Nonemployee Directors’ Stock Option Plan, dated December 20, 2001.
|
|
Reference is made to Exhibit 10(iii)A(3) of registrant’s Form 10-Q as filed with the Commission on January 14, 2002, which is incorporated herein by reference.
|
|
(3)
|
Form of Severance Agreement.
|
|
Reference is made to Exhibit 10 of registrant’s Form 8-K as filed with the Commission on January 6, 2009, which is incorporated herein by reference.
|
|
(4)
|
Acuity Brands, Inc. Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 10.14 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(5)
|
Acuity Brands, Inc. Executives’ Deferred Compensation Plan.
|
|
Reference is made to Exhibit 10.15 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(6)
|
Acuity Brands, Inc. Senior Management Benefit Plan.
|
|
Reference is made to Exhibit 10.16 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(7)
|
Acuity Brands, Inc. Executive Benefits Trust.
|
|
Reference is made to Exhibit 10.18 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(8)
|
Acuity Brands, Inc. Supplemental Retirement Plan for Executives.
|
|
Reference is made to Exhibit 10.19 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(9)
|
Acuity Brands, Inc. Benefits Protection Trust.
|
|
Reference is made to Exhibit 10.21 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(10)
|
Form of Acuity Brands, Inc., Letter regarding Bonuses.
|
|
Reference is made to Exhibit 10.25 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.
|
|
(11)
|
Amendment No. 1 to Acuity Brands, Inc. Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on January 14, 2003, which is incorporated by reference.
|
|
(12)
|
Amendment No. 1 to Acuity Brands, Inc. Executives’ Deferred Compensation Plan.
|
|
Reference is made to Exhibit 10(iii)A(3) of the registrant’s Form 10-Q as filed with the Commission on January 14, 2003, which is incorporated by reference.
|
|
(13)
|
Amendment No. 1 to Acuity Brands, Inc. Supplemental Retirement Plan for Executives.
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant’s Form 10-Q as filed with the Commission on April 14, 2003, which is incorporated by reference.
|
|
(14)
|
Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan.
|
|
Reference is made to Exhibit 10(iii)A(3)of the registrant’s Form 10-Q as filed with the Commission on April 14, 2003, which is incorporated by reference.
|
|
(15)
|
Letter Agreement relating to Supplemental Executive Retirement Plan between Acuity Brands, Inc. and Vernon J. Nagel.
|
|
Reference is made to Exhibit 10(iii)A(4) of the registrant’s Form 10-Q as filed with the Commission on July 14, 2003, which is incorporated by reference.
|
|
(16)
|
Amendment No. 2 to Acuity Brands, Inc. Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 10(iii)A(8) of the registrant’s Form 10-Q as filed with the Commission on July 14, 2003, which is incorporated by reference.
|
|
(17)
|
Employment Letter between Acuity Brands, Inc. and Vernon J. Nagel, dated June 29, 2004.
|
|
Reference is made to Exhibit 10(III)A(1) of the registrant’s Form 10-Q as filed with the Commission on July 6, 2004, which is incorporated by reference.
|
|
(18)
|
Amended and Restated Severance Agreement, entered into as of January 20, 2004, by and between Acuity Brands, Inc. and Vernon J. Nagel.
|
|
Reference is made to Exhibit 10(III)A(2) of the registrant’s Form 10-Q as filed with the Commission on July 6, 2004, which is incorporated by reference.
|
|
(19)
|
Amendment No. 3 to Acuity Brands, Inc. Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 10(iii)A(36) of the registrant’s Form 10-K as filed with the Commission on October 29, 2004, which is incorporated by reference.
|
|
(20)
|
Form of Incentive Stock Option Agreement for Executive Officers.
|
|
Reference is made to Exhibit 10(III)A(3) of the registrant’s Form 10-Q filed with the Commission on January 6, 2005 incorporated by reference.
|
|
(21)
|
Form of Nonqualified Stock Option Agreement for Executive Officers.
|
|
Reference is made to Exhibit 10(III)A(4) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.
|
|
(22)
|
Premium-Priced Nonqualified Stock Option Agreement for Executive Officers between Acuity Brands, Inc. and Vernon J. Nagel.
|
|
Reference is made to Exhibit 10(III)A(5) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.
|
|
(23)
|
Form of Restricted Stock Award Agreement for Executive Officers.
|
|
Reference is made to Exhibit 10(III)A(6) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.
|
|
(24)
|
Acuity Brands, Inc. Matching Gift Program.
|
|
Reference is made to Exhibit 10(III)A(1) of the registrant’s Form 10-Q as filed with the Commission on April 4, 2005, which is incorporated by reference.
|
|
(25)
|
Employment Letter dated November 16, 2005 between Acuity Brands, Inc. and Richard K. Reece.
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K filed with the Commission on November 18, 2005, which is incorporated herein by reference.
|
|
(26)
|
Form of Nonqualified Stock Option Agreement for Executive Officers.
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on December 2, 2005, which is incorporated herein by reference.
|
|
(27)
|
Form of Acuity Brands, Inc. Long-Term Incentive Plan Restricted Stock Award.
|
|
Reference is made to Exhibit 99.2 of registrant’s Form 8-K filed with the Commission on December 2, 2005, which is incorporated herein by reference.
|
|
(28)
|
Amendment dated April 21, 2006 to the Amended and Restated Severance Agreement between Acuity Brands, Inc. and Vernon J. Nagel.
|
|
Reference is made to Exhibit 99.3 of registrant’s Form 8-K filed with the Commission on April 27, 2006, which is incorporated herein by reference.
|
|
(29)
|
Amendment No. 4 to Acuity Brands, Inc. Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 99.2 of registrant’s Form 8-K filed with the Commission on July 6, 2006, which is incorporated herein by reference.
|
|
(30)
|
2005 Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K filed with the Commission on October 5, 2006, which is incorporated herein by reference.
|
|
(31)
|
Amendment No. 1 to Stock Option Agreement for Nonemployee Director dated October 25, 2006.
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on October 27, 2006, which is incorporated herein by reference.
|
|
(32)
|
Acuity Brands, Inc. 2002 Executives’ Deferred Compensation Plan as Amended on December 30, 2002 and as Amended and Restated January 1, 2005.
|
|
Reference is made to Exhibit 10(iii)A(61) of the registrant’s Form 10-K as filed with the Commission on November 2, 2006, which is incorporated by reference.
|
|
(33)
|
Amendment No. 1 to Acuity Brands, Inc. Long-Term Incentive Plan dated September 29, 2006.
|
|
Reference is made to Exhibit 10(iii)A(62) of the registrant’s Form 10-K as filed with the Commission on November 2, 2006, which is incorporated by reference.
|
|
(34)
|
Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan as Amended and Restated Effective January 1, 2005.
|
|
Reference is made to Exhibit 10(iii)A(63) of the registrant’s Form 10-K as filed with the Commission on November 2, 2006, which is incorporated by reference.
|
|
(35)
|
Amendment No. 1 to Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan.
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K as filed with the Commission on June 29, 2007, which is incorporated herein by reference.
|
|
(36)
|
Amendment No. 1 to Acuity Brands, Inc. 2005 Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 99.2 of registrant’s Form 8-K as filed with the Commission on June 29, 2007, which is incorporated herein by reference.
|
|
(37)
|
Amendment No. 3 to Acuity Brands, Inc. 2001 Nonemployee Directors’ Stock Option Plans.
|
|
Reference is made to Exhibit 10(iii)A(3) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
(38)
|
Amendment No. 2 to Acuity Brands, Inc. Long-Term Incentive Plan.
|
|
Reference is made to Exhibit 10(iii)A(4) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
(39)
|
Amendment No. 1 to Acuity Brands, Inc. Senior Benefit Plan.
|
|
Reference is made to Exhibit 10(iii)A(5) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
(40)
|
Amendment No. 5 to Acuity Brands, Inc. Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 10(iii)A(6) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.
|
|
(41)
|
Amendment No. 2 to Acuity Brands, Inc. Amended and Restated Severance Agreement.
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on January 4, 2007, which is incorporated herein by reference.
|
|
(42)
|
Amendment No. 2 to Acuity Brands, Inc. 2001 Non-employee Directors’ Stock Option Plan.
|
|
Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on April 4, 2007, which is incorporated herein by reference.
|
|
(43)
|
Amendment No. 1 to Nonemployee Director Stock Option Plan.
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K as filed with the Commission on October 27, 2006, which is incorporated herein by reference.
|
|
(44)
|
Acuity Brands, Inc. Long-Term Incentive Plan.
|
|
Reference is made to Exhibit A of the registrant’s Proxy Statement as filed with the Commission on November 16, 2007, which is incorporated herein by reference.
|
|
(45)
|
Acuity Brands, Inc. Management Compensation and Incentive Plan.
|
|
Reference is made to Exhibit B of the registrant’s Proxy Statement as filed with the Commission on November 16, 2007, which is incorporated herein by reference.
|
|
(46)
|
Acuity Brands, Inc. Long-Term Incentive Plan Fiscal Year 2008 Plan Rules for Executive Officers.
|
|
Reference is made to Exhibit 99.1 of the registrant’s Form 8-K as filed with the Commission on January 4, 2008, which is incorporated herein by reference.
|
|
(47)
|
Acuity Brands, Inc. Management Compensation and Incentive Plan Fiscal Year 2008 Plan Rules for Executive Officers.
|
|
Reference is made to Exhibit 99.2 of the registrant’s Form 8-K as filed with the Commission on January 4, 2008, which is incorporated herein by reference.
|
|
(48)
|
Amendment No. 2 to Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan.
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant’s Form 10-Q as filed with the Commission on January 8, 2008, which is incorporated herein by reference.
|
|
(49)
|
Amendment No. 2 to Acuity Brands, Inc. Nonemployee Director Deferred Compensation Plan.
|
|
Reference is made to Exhibit 10(iii)A(86) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.
|
|
(50)
|
Amendment No. 2 to Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan.
|
|
Reference is made to Exhibit 10(iii)A(87) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.
|
|
(51)
|
Amendment No. 3 to Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan.
|
|
Reference is made to Exhibit 10(iii)A(88) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.
|
|
(52)
|
Amendment No. 3 to Acuity Brands, Inc. 2005 Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 10(iii)A(89) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.
|
|
(53)
|
Amendment No. 4 to Acuity Brands, Inc. 2005 Supplemental Deferred Savings Plan.
|
|
Reference is made to Exhibit 10(iii)A(90) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.
|
|
(54)
|
Form of Restricted Stock Award Agreement.
|
|
Reference is made to Exhibit 10 (h) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
(55)
|
Form of Nonqualified Stock Option Agreement for Key Employees effective October 24, 2008.
|
|
Reference is made to Exhibit 10 (i) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
(56)
|
Form of Nonqualified Stock Option Agreement for Executive Officers of Acuity Brands, Inc. effective October 24, 2008.
|
|
Reference is made to Exhibit 10 (j) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
(57)
|
Employment Letter dated July 27, 2006 between Acuity Brands, Inc. and Mark A. Black.
|
|
Reference is made to Exhibit 10 (f) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.
|
|
(58)
|
Amendment No. 3 to Acuity Brands, Inc. Amended and Restated Severance Agreement, between Acuity Brands, Inc. and Vernon J. Nagel.
|
|
Reference is made to Exhibit 10(iii)A(78) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
(59)
|
Amendment No. 1 to Acuity Brands, Inc. Amended and Restated Severance Agreement between Acuity Brands, Inc. and Mark A. Black.
|
|
Reference is made to Exhibit 10(iii)A(79) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
(60)
|
Amendment No. 1 to Acuity Brands, Inc. Amended and Restated Severance Agreement between Acuity Brands, Inc. and Richard K. Reece.
|
|
Reference is made to Exhibit 10(iii)A(81) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
(61)
|
Form of Severance Agreement.
|
|
Reference is made to Exhibit 10(iii)A(83) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
(62)
|
Amended and Restated Change in Control Agreement.
|
|
Reference is made to Exhibit 10(iii)A(84) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.
|
|
(63)
|
Form of Indemnification Agreement.
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K as filed with the Commission on February 9, 2010, which is incorporated herein by reference.
|
|
(64)
|
Amended and Restated Acuity Brands, Inc., 2005 Supplemental Deferred Savings Plan, effective as of January 1, 2010.
|
|
Reference is made to Exhibit 10 (c) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
(65)
|
Amendment No. 2 to Acuity Brands, Inc. Amended and Restated Severance Agreement between Acuity Brands, Inc. and Mark A. Black.
|
|
Reference is made to Exhibit 10 (d) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
(66)
|
Amendment No. 2 to Acuity Brands, Inc. Amended and Restated Severance Agreement between Acuity Brands, Inc. and Richard K. Reece.
|
|
Reference is made to Exhibit 10 (f) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.
|
|
(67)
|
Acuity Brands Inc. 2011 Nonemployee
Director Deferred Compensation Plan.
|
|
Reference is made to Exhibit A of the
registrant’s Proxy Statement as filed with the
Commission on November 21, 2011, which is incorporated herein by reference.
|
|
(68)
|
Amended and Restated Acuity Brands Inc. 2011 Nonemployee Director Deferred Compensation Plan, effective as of December 1, 2012.
|
|
Reference is made to Exhibit 10(iii)A(68) of the registrant's Form 10-K as filed with the Commission on October 26, 2012, which is incorporated herein by reference.
|
|
(69)
|
Amendment No. 4 to Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan.
|
|
Reference is made to Exhibit 10(iii)A(69) of the registrant's Form 10-K as filed with the Commission on October 26, 2012, which is incorporated herein by reference.
|
|
(70)
|
Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan.
|
|
Reference is made to Exhibit A of the
registrant’s Proxy Statement as filed with the Commission on November 19, 2012, which is incorporated herein by reference. |
|
(71)
|
Acuity Brands, Inc. 2012 Management Cash Incentive Plan.
|
|
Reference is made to Exhibit B of the
registrant’s Proxy Statement as filed with the Commission on November 19, 2012, which is incorporated herein by reference. |
|
(72)
|
Form of Stock Notification and Award Agreement for restricted stock.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(73)
|
Form of Stock Notification and Award Agreement for stock options.
|
|
Filed with the Commission as part of this Form 10-K.
|
EXHIBIT 21
|
|
List of Subsidiaries.
|
|
Filed with the Commission as part of this Form 10-K.
|
EXHIBIT 23
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
Filed with the Commission as part of this Form 10-K.
|
EXHIBIT 24
|
|
Powers of Attorney.
|
|
Filed with the Commission as part of this Form 10-K.
|
EXHIBIT 31
|
(a)
|
Rule 13a-14(a)/15d-14(a) Certification, signed by Vernon J. Nagel.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(b)
|
Rule 13a-14(a)/15d-14(a) Certification, signed by Richard K. Reece.
|
|
Filed with the Commission as part of this Form 10-K.
|
EXHIBIT 32
|
(a)
|
Section 1350 Certification, signed by Vernon J. Nagel.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(b)
|
Section 1350 Certification, signed by Richard K. Reece.
|
|
Filed with the Commission as part of this Form 10-K.
|
EXHIBIT 101
|
|
The following financial information from the Company's Annual Report on Form 10-K for the year ended August 31, 2013, filed on October 29, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of August 31, 2013 and 2012, (ii) the Consolidated Statements of Comprehensive Income for the years ended August 31, 2013, 2012, and 2011, (iii) the Consolidated Statements of Cash Flows for the years ended August 31, 2013, 2012, and 2011, (iv) the Consolidated Statements of Stockholders' Equity for the years ended August 31, 2013, 2012, and 2011 and (v) the Notes to Consolidated Financial Statements.
|
|
Filed with the Commission as part of this Form 10-K.
|
Date:
|
October 29, 2013
|
|
By:
|
/S/ VERNON J. NAGEL
|
|
|
|
|
Vernon J. Nagel
Chairman, President, and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ VERNON J. NAGEL
|
|
Chairman, President, and Chief Executive Officer
|
|
October 29, 2013
|
|
Vernon J. Nagel
|
|
|
|
||
|
|
|
|
|
|
/s/ RICHARD K. REECE
|
|
Executive Vice President and Chief Financial Officer (Principle Financial and Accounting Officer)
|
|
October 29, 2013
|
|
Richard K. Reece
|
|
|
|
||
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2013
|
|
Peter C. Browning
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2013
|
|
George C. (Jack) Guynn
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2013
|
|
Gordon D. Harnett
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2013
|
|
Robert F. McCullough
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2013
|
|
Julia B. North
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2013
|
|
Dominic J. Pileggi
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2013
|
|
Ray M. Robinson
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 29, 2013
|
|
Norman H. Wesley
|
|
|
|
|
|
|
|
|
|
|
|
*BY:
|
/s/ RICHARD K. REECE
|
|
Attorney-in-Fact
|
|
October 29, 2013
|
|
Richard K. Reece
|
|
|
|
|
|
Balance at
|
|
Additions and Reductions Charged to
|
|
|
|
|
|||||||||
|
Beginning of
Year
|
|
Costs and
Expenses
|
|
Other
Accounts
(1)
|
|
Deductions
|
|
Balance at
End of Year
|
|||||||
Year Ended August 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
1.4
|
|
|
0.2
|
|
|
—
|
|
|
0.1
|
|
|
$
|
1.5
|
|
Reserve for estimated warranty and recall costs
|
$
|
4.0
|
|
|
6.7
|
|
|
—
|
|
|
4.8
|
|
|
$
|
5.9
|
|
Reserve for estimated returns and allowances
|
$
|
3.9
|
|
|
48.9
|
|
|
—
|
|
|
48.1
|
|
|
$
|
4.7
|
|
Self-insurance reserve
(2)
|
$
|
8.5
|
|
|
7.3
|
|
|
0.4
|
|
|
7.0
|
|
|
$
|
9.2
|
|
Year Ended August 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
1.8
|
|
|
0.4
|
|
|
—
|
|
|
0.8
|
|
|
$
|
1.4
|
|
Reserve for estimated warranty and recall costs
|
$
|
4.2
|
|
|
5.6
|
|
|
—
|
|
|
5.8
|
|
|
$
|
4.0
|
|
Reserve for estimated returns and allowances
|
$
|
4.9
|
|
|
39.6
|
|
|
—
|
|
|
40.6
|
|
|
$
|
3.9
|
|
Self-insurance reserve
(2)
|
$
|
9.1
|
|
|
5.8
|
|
|
0.5
|
|
|
6.9
|
|
|
$
|
8.5
|
|
Year Ended August 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
2.0
|
|
|
0.4
|
|
|
0.1
|
|
|
0.7
|
|
|
$
|
1.8
|
|
Reserve for estimated warranty and recall costs
|
$
|
3.6
|
|
|
5.1
|
|
|
0.6
|
|
|
5.1
|
|
|
$
|
4.2
|
|
Reserve for estimated returns and allowances
|
$
|
4.8
|
|
|
45.5
|
|
|
—
|
|
|
45.4
|
|
|
$
|
4.9
|
|
Self-insurance reserve
(2)
|
$
|
9.5
|
|
|
6.0
|
|
|
—
|
|
|
6.4
|
|
|
$
|
9.1
|
|
(1)
|
Includes recoveries and adjustments credited to the reserve.
|
(2)
|
Includes reserves for workers’ compensation, auto, product, and general liability claims.
|
(a)
|
Restrictions
|
(i)
|
voluntarily resigns from the Company,
|
(ii)
|
is Terminated for Cause (as defined above), or
|
(iii)
|
declines to sign a Confidential Severance Agreement and Release offered by the Company in the event of a termination for any reason other than a Termination for Cause (including, for example, as a result of a position elimination),
|
Grantee Level
|
Ownership Multiple of
Annual Base Salary
|
Retention Requirement
Percentage
|
—
|
4
|
50%
|
1
|
3
|
40%
|
2
|
2
|
35%
|
3
|
1
|
30%
|
4 or 5
|
0.5
|
20%
|
6 or 7
|
—
|
—
|
(i)
|
voluntarily resigns from the Company,
|
(ii)
|
is Terminated for Cause (as defined above), or
|
(iii)
|
declines to sign a Confidential Severance Agreement and Release offered by the Company in the event of a termination for any reason other than a Termination for Cause (including, for example, as a result of a position elimination),
|
Subsidiary or Affiliate
|
Principal Location
|
State or Other
Jurisdiction of
Incorporation or
Organization
|
AB Netherlands Holdings, LLC
|
Atlanta, Georgia
|
Delaware
|
AB Netherlands Holdings C.V.
|
Cayman Islands
|
Netherlands
|
ABL IP Holding LLC
|
Atlanta, Georgia
|
Georgia
|
Acuity Brands Brasil Participacoes LTDA
|
Sao Paolo, Brazil
|
Brazil
|
Acuity Brands Insurance (Bermuda) Ltd.
|
Hamilton, Bermuda
|
Bermuda
|
Acuity Brands Lighting, Inc.
|
Atlanta, Georgia
|
Delaware
|
Acuity Brands Lighting Canada, Inc.
|
Markham, Ontario
|
Canada
|
Acuity Brands Lighting (Hong Kong) Ltd.
|
Hong Kong
|
Hong Kong
|
Acuity Brands Lighting de Mexico, S. de R.L. de C.V.
|
Monterrey, Nuevo Leon
|
Mexico
|
Acuity Brands Netherlands B.V.
|
Eindhoven, the Netherlands
|
Netherlands
|
Acuity Brands Services, Inc.
|
Atlanta, Georgia
|
Delaware
|
Acuity Brands Technology Services, Inc.
|
Atlanta, Georgia
|
Delaware
|
Acuity Mexico Holdings, LLC
|
Atlanta, Georgia
|
Delaware
|
Acuity Trading (Shanghai) Co. Ltd.
|
Shanghai, China
|
Shanghai
|
C&G Carandini S.A.
|
Barcelona, Spain
|
Spain
|
Castlight de Mexico, S.A. de C.V.
|
Matamoros, Tamaulipas
|
Mexico
|
eldoLAB Canada Inc.
|
Richmond Hill, Ontario
|
Canada
|
eldoLAB Holding B.V.
|
Eindhoven, the Netherlands
|
Netherlands
|
eldoLED America, Inc.
|
San Jose, California
|
Delaware
|
eldoLED B.V.
|
Eindhoven, the Netherlands
|
Netherlands
|
Holophane S.A. de C.V.
|
Tultitlan, Mexico City
|
Mexico
|
Holophane Alumbrado Iberica SL
|
Barcelona, Spain
|
Spain
|
Holophane Europe Ltd.
|
Milton Keynes, England
|
United Kingdom
|
Holophane Lichttechnik GmbH
|
Düsseldorf, Germany
|
Germany
|
Holophane Lighting Ltd.
|
Milton Keynes, England
|
United Kingdom
|
HSA Acquisition Company, LLC
|
Atlanta, Georgia
|
Ohio
|
ID Limited
|
Douglas, Isle of Man
|
Isle of Man
|
Luxfab Ltd.
|
Milton Keynes, England
|
United Kingdom
|
|
|
|
(1)
|
|
Registration Statement (Form S-8 No. 333-74242) pertaining to the Acuity Brands, Inc. 401(k) Plan, Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees, Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees, Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement,
|
(2)
|
|
Registration Statement (Form S-8 No. 333-74246) pertaining to the Acuity Brands, Inc. Long-Term Incentive Plan, Acuity Brands, Inc. Employee Stock Purchase Plan, Acuity Brands, Inc. 2001 Nonemployee Directors' Stock Option Plan,
|
(3)
|
|
Registration Statement (Form S-8 No. 333-123999) pertaining to the Acuity Brands, Inc. 401(k) Plan,
|
(4)
|
|
Registration Statement (Form S-8 No. 333-126521) pertaining to the Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated),
|
(5)
|
|
Registration Statement (Form S-8 No. 333-138384) pertaining to the Acuity Brands, Inc. 2005 Supplemental Deferred Savings Plan, Acuity Brands, Inc. Nonemployee Director Deferred Compensation Plan (as amended and restated),
|
(6)
|
|
Registration Statement (Form S-8 No. 333-152134) pertaining to the Acuity Brands, Inc. Long-Term Incentive Plan (as amended and restated),
|
(7)
|
|
Registration Statement (Form S-8 No. 333-179243) pertaining to the Acuity Brands, Inc. 2011 Nonemployee Director Deferred Compensation Plan, and
|
(8)
|
|
Registration Statement (Form S-8 No. 333-185971) pertaining to the Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan;
|
1.
|
I have reviewed this annual report on Form 10-K of Acuity Brands, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Vernon J. Nagel
|
|
|
||
Vernon J. Nagel
|
|
|
||
Chairman, President, and Chief Executive Officer
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Acuity Brands, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Richard K. Reece
|
|
|
Richard K. Reece
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
/s/ Vernon J. Nagel
|
|
|
Vernon J. Nagel
|
|
|
Chairman, President, and Chief Executive Officer
|
|
|
October 29, 2013
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
|
/s/ Richard K. Reece
|
|
|
Richard K. Reece
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
October 29, 2013
|
|
|