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(Mark One)
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R
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended August 31, 2016
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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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 2016 Annual Meeting of Stockholders
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Part III, Items 10, 11, 12, 13, and 14
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Proxy Statement for 2016 Annual Meeting of Stockholders
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Page No.
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||
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Item 1.
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Business
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Item 1a.
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Risk Factors
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Item 1b.
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Unresolved Staff Comments
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Item 2.
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Properties
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Nature of Facilities
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Owned
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Leased
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||
Manufacturing Facilities
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12
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|
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8
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Warehouses
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—
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2
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Distribution Centers*
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1
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6
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Offices
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4
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17
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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
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|||||
Owned
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6
|
|
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4
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|
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1
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1
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12
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Leased
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3
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2
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2
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1
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8
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Total
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9
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6
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3
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|
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2
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|
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20
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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-11
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Aug-12
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Aug-13
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Aug-14
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Aug-15
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Aug-16
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||||||
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||||||||||||
Acuity Brands, Inc.
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$
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100
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|
$
|
141
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$
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189
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$
|
275
|
|
$
|
434
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|
$
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614
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S&P 500
|
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$
|
100
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|
$
|
118
|
|
$
|
140
|
|
$
|
175
|
|
$
|
176
|
|
$
|
198
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|
Dow Jones US Electrical Components & Equipment
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|
$
|
100
|
|
$
|
124
|
|
$
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155
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|
$
|
194
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|
$
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175
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|
$
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200
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|
Dow Jones US Building Materials & Fixtures
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|
$
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100
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|
$
|
150
|
|
$
|
190
|
|
$
|
238
|
|
$
|
275
|
|
$
|
341
|
|
Item 6.
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Selected Financial Data
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|
Years Ended August 31,
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||||||||||||||||||
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2016
(1)
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2015
(2)
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2014
(3)
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2013
(4)
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2012
(5)
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||||||||||
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(In millions, except per-share data)
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||||||||||||||||||
Net sales
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$
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3,291.3
|
|
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$
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2,706.7
|
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$
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2,393.5
|
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$
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2,089.1
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$
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1,933.7
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|
Net income
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290.8
|
|
|
222.1
|
|
|
175.8
|
|
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127.4
|
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116.3
|
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|||||
Basic earnings per share
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6.67
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5.13
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4.07
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2.97
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2.75
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|
|||||
Diluted earnings per share
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6.63
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5.09
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4.05
|
|
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2.95
|
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2.72
|
|
|||||
Cash and cash equivalents
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413.2
|
|
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756.8
|
|
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552.5
|
|
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359.1
|
|
|
284.5
|
|
|||||
Total assets
(6)
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2,948.0
|
|
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2,407.0
|
|
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2,145.4
|
|
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1,888.5
|
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1,722.2
|
|
|||||
Long-term debt
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355.0
|
|
|
352.4
|
|
|
351.9
|
|
|
351.6
|
|
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351.2
|
|
|||||
Total debt
|
355.2
|
|
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352.4
|
|
|
351.9
|
|
|
351.6
|
|
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351.2
|
|
|||||
Stockholders’ equity
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1,659.8
|
|
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1,360.0
|
|
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1,163.5
|
|
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993.5
|
|
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834.0
|
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|||||
Cash dividends declared per common share
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0.52
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|
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0.52
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|
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0.52
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0.52
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0.52
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(1)
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Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2016 include a) pre-tax special charges of $15.0 related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $21.4 c) pre-tax share-based compensation expense of $27.7, d) pre-tax acquisitions-related items of $10.8, and e) pre-tax impairment of intangible asset of $5.1, totaling $1.21 per share.
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(2)
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Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2015 include a) pre-tax special charges of $12.4 related to streamlining initiatives, b) pre-tax amortization of acquired intangible assets of $11.0, c) pre-tax share-based compensation expense of $18.2, d) non tax-deductible professional fees of $3.2 related to acquisitions, and e) pre-tax net loss on financial instruments of $2.6, totaling $0.74 per share.
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(3)
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Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2014 include a) pre-tax amortization of acquired intangible assets of $11.2, b) pre-tax share-based compensation expense of $17.7, c) pre-tax recoveries of $5.8 associated with fraud at the Company's former freight payment and audit service provider, and d) a pre-tax special charge reversal of $0.2 related to initiatives to simplify and streamline the Company's operations, totaling $0.35 per share.
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(4)
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Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2013 include a) pre-tax amortization of acquired intangible assets of $10.9, b) pre-tax share-based compensation expense of $16.5, c) pre-tax incremental costs of $8.4 incurred due to manufacturing inefficiencies directly related to the Cochran, GA manufacturing facility closure; d) pre-tax costs of $8.1 as a result of fraud at the Company's former freight payment and audit service provider; and e) a pre-tax special charge of $8.5 related to initiatives to simplify and streamline the Company's operations, totaling $0.76 per share.
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(5)
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Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2012 include a) pre-tax amortization of acquired intangible assets of $11.2, b) pre-tax share-based compensation expense of $15.9, c) $13.3 of pre-tax special charges, primarily related to severance and production transfer costs; d) pre-tax non-cash impairments of $1.2 attributable to the abandonment of inventory that was not transferred to other facilities; and e) pre-tax incremental costs incurred due to manufacturing inefficiencies directly related to the Cochran facility closure, which amounted to approximately $3.2, totaling $0.68 per share.
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(6)
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Fiscal 2015, 2014, 2013, and 2012 amounts include the reclassification of deferred income taxes from short-term to long-term related to the adoption of ASU 2015-17. See the
New Accounting Pronouncements
footnote for more information.
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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•
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Operating profit margin in the mid-teens or higher;
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•
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Diluted earnings per share growth in excess of 15% per annum;
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•
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Return on stockholders’ equity of 20% or better per annum; and
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•
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Cash flow from operations, less capital expenditures, that is in excess of net income.
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Payments Due by Period
(6)
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||||||||||||||||
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Total
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Less than
One Year
|
|
1 to 3 Years
|
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4 to 5
Years
|
|
After 5
Years
|
||||||||||
Debt
(1)
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$
|
356.5
|
|
|
$
|
0.2
|
|
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$
|
0.6
|
|
|
$
|
354.6
|
|
|
$
|
1.1
|
|
Interest Obligations
(2)
|
163.8
|
|
|
31.9
|
|
|
65.3
|
|
|
31.4
|
|
|
35.2
|
|
|||||
Operating Leases
(3)
|
60.2
|
|
|
15.1
|
|
|
21.7
|
|
|
13.2
|
|
|
10.2
|
|
|||||
Purchase Obligations
(4)
|
198.6
|
|
|
193.8
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|||||
Other Long-term Liabilities
(5)
|
42.9
|
|
|
4.3
|
|
|
6.6
|
|
|
3.6
|
|
|
28.4
|
|
|||||
Total
|
$
|
822.0
|
|
|
$
|
245.3
|
|
|
$
|
99.0
|
|
|
$
|
402.8
|
|
|
$
|
74.9
|
|
(1)
|
These amounts (which represent the amounts outstanding at
August 31, 2016
) 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, 2016
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 are also dependent 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
$5.2
of unrecognized tax benefits as the period of cash settlement with the respective taxing authorities cannot be reasonably estimated.
|
(6)
|
Deferred income tax liabilities as of
August 31, 2016
were approximately
$187.8
. Refer to the
Income Taxes
footnote for more information. This amount is not included in the total contractual obligations table because the Company believes this presentation would not be meaningful. Deferred income tax liabilities are calculated based on temporary differences between the tax bases of assets and liabilities and their respective book bases, which will result in taxable amounts in future years when the liabilities are settled at their reported financial statement amounts. The results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods. As a result, scheduling deferred income tax liabilities as payments due by period could be misleading, because this scheduling would not relate to liquidity needs.
|
|
Years Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2016
|
|
2015
|
|
(Decrease)
|
|
Change
|
|||||||
Net Sales
|
$
|
3,291.3
|
|
|
$
|
2,706.7
|
|
|
$
|
584.6
|
|
|
21.6
|
%
|
Cost of Products Sold
|
1,855.1
|
|
|
1,561.1
|
|
|
294.0
|
|
|
18.8
|
%
|
|||
Gross Profit
|
1,436.2
|
|
|
1,145.6
|
|
|
290.6
|
|
|
25.4
|
%
|
|||
Percent of net sales
|
43.6
|
%
|
|
42.3
|
%
|
|
130
|
|
bps
|
|
|
|||
Selling, Distribution, and Administrative Expenses
|
946.0
|
|
|
756.9
|
|
|
189.1
|
|
|
25.0
|
%
|
|||
Special Charge
|
15.0
|
|
|
12.4
|
|
|
2.6
|
|
|
21.0
|
%
|
|||
Operating Profit
|
475.2
|
|
|
376.3
|
|
|
98.9
|
|
|
26.3
|
%
|
|||
Percent of net sales
|
14.4
|
%
|
|
13.9
|
%
|
|
50
|
|
bps
|
|
|
|||
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Expense, net
|
32.2
|
|
|
31.5
|
|
|
0.7
|
|
|
2.2
|
%
|
|||
Miscellaneous (Income) Expense, net
|
(1.6
|
)
|
|
1.2
|
|
|
(2.8
|
)
|
|
233.3
|
%
|
|||
Total Other Expense
|
30.6
|
|
|
32.7
|
|
|
(2.1
|
)
|
|
(6.4
|
)%
|
|||
Income before Provision for Income Taxes
|
444.6
|
|
|
343.6
|
|
|
101.0
|
|
|
29.4
|
%
|
|||
Percent of net sales
|
13.5
|
%
|
|
12.7
|
%
|
|
80
|
|
bps
|
|
|
|||
Provision for Income Taxes
|
153.8
|
|
|
121.5
|
|
|
32.3
|
|
|
26.6
|
%
|
|||
Effective tax rate
|
34.6
|
%
|
|
35.4
|
%
|
|
|
|
|
|
|
|||
Net Income
|
$
|
290.8
|
|
|
$
|
222.1
|
|
|
$
|
68.7
|
|
|
30.9
|
%
|
Diluted Earnings per Share
|
$
|
6.63
|
|
|
$
|
5.09
|
|
|
$
|
1.54
|
|
|
30.3
|
%
|
|
Years Ended August 31,
|
|
Increase (Decrease)
|
Percent Change
|
|||||||||
|
2016
|
|
2015
|
|
|||||||||
Gross Profit
|
$
|
1,436.2
|
|
|
$
|
1,145.6
|
|
|
|
|
|||
Add-back: Acquisition-related items
(1)
|
2.8
|
|
|
—
|
|
|
|
|
|||||
Adjusted Gross Profit
|
$
|
1,439.0
|
|
|
$
|
1,145.6
|
|
|
$
|
293.4
|
|
25.6
|
%
|
Percent of net sales
|
43.7
|
%
|
|
42.3
|
%
|
|
140
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Selling, Distribution, and Administrative Expenses
|
$
|
946.0
|
|
|
$
|
756.9
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(21.4
|
)
|
|
(11.0
|
)
|
|
|
|
|||||
Less: Share-based compensation expense
|
(27.7
|
)
|
|
(18.2
|
)
|
|
|
|
|||||
Less: Acquisition-related items
(1)
|
(8.0
|
)
|
|
(3.2
|
)
|
|
|
|
|||||
Less: Impairment of intangible asset
|
(5.1
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted Selling, Distribution, and Administrative Expenses
|
$
|
883.8
|
|
|
$
|
724.5
|
|
|
$
|
159.3
|
|
22.0
|
%
|
Percent of net sales
|
26.9
|
%
|
|
26.8
|
%
|
|
10
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating Profit
|
$
|
475.2
|
|
|
$
|
376.3
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
21.4
|
|
|
11.0
|
|
|
|
|
|||||
Add-back: Share-based compensation expense
|
27.7
|
|
|
18.2
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
10.8
|
|
|
3.2
|
|
|
|
|
|||||
Add-back: Impairment of intangible asset
|
5.1
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
15.0
|
|
|
12.4
|
|
|
|
|
|||||
Adjusted Operating Profit
|
$
|
555.2
|
|
|
$
|
421.1
|
|
|
$
|
134.1
|
|
31.8
|
%
|
Percent of net sales
|
16.9
|
%
|
|
15.6
|
%
|
|
130
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Other Expense (Income)
|
$
|
30.6
|
|
|
$
|
32.7
|
|
|
|
|
|||
Add-back: Net loss on financial instruments
|
—
|
|
|
(2.6
|
)
|
|
|
|
|||||
Adjusted Other Expense (Income)
|
$
|
30.6
|
|
|
$
|
30.1
|
|
|
$
|
0.5
|
|
1.7
|
%
|
|
|
|
|
|
|
|
|||||||
Net Income
|
$
|
290.8
|
|
|
$
|
222.1
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
21.4
|
|
|
11.0
|
|
|
|
|
|||||
Add-back: Share-based compensation expense
|
27.7
|
|
|
18.2
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
10.8
|
|
|
3.2
|
|
|
|
|
|||||
Add-back: Impairment of intangible asset
|
5.1
|
|
|
—
|
|
|
|
|
|||||
Add-back: Special charge
|
15.0
|
|
|
12.4
|
|
|
|
|
|||||
Add-back: Net loss on financial instruments
|
—
|
|
|
2.6
|
|
|
|
|
|||||
Total pre-tax adjustments to Net Income
|
$
|
80.0
|
|
|
$
|
47.4
|
|
|
|
|
|||
Income tax effect
|
(27.1
|
)
|
|
(15.4
|
)
|
|
|
|
|||||
Adjusted Net Income
|
$
|
343.7
|
|
|
$
|
254.1
|
|
|
$
|
89.6
|
|
35.3
|
%
|
|
|
|
|
|
|
|
|||||||
Diluted Earnings per Share
|
$
|
6.63
|
|
|
$
|
5.09
|
|
|
|
|
|||
Adjusted Diluted Earnings per Share
|
$
|
7.84
|
|
|
$
|
5.83
|
|
|
$
|
2.01
|
|
34.5
|
%
|
|
Years Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
Net Sales
|
$
|
2,706.7
|
|
|
$
|
2,393.5
|
|
|
$
|
313.2
|
|
|
13.1
|
%
|
Cost of Products Sold
|
1,561.1
|
|
|
1,414.3
|
|
|
146.8
|
|
|
10.4
|
%
|
|||
Gross Profit
|
1,145.6
|
|
|
979.2
|
|
|
166.4
|
|
|
17.0
|
%
|
|||
Percent of net sales
|
42.3
|
%
|
|
40.9
|
%
|
|
140
|
|
bps
|
|
|
|||
Selling, Distribution, and Administrative Expenses
|
756.9
|
|
|
680.3
|
|
|
76.6
|
|
|
11.3
|
%
|
|||
Special Charge
|
12.4
|
|
|
(0.2
|
)
|
|
12.6
|
|
|
NM
|
|
|||
Operating Profit
|
376.3
|
|
|
299.1
|
|
|
77.2
|
|
|
25.8
|
%
|
|||
Percent of net sales
|
13.9
|
%
|
|
12.5
|
%
|
|
140
|
|
bps
|
|
|
|||
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest Expense, net
|
31.5
|
|
|
32.1
|
|
|
(0.6
|
)
|
|
(1.9
|
)%
|
|||
Miscellaneous Expense (Income), net
|
1.2
|
|
|
1.3
|
|
|
(0.1
|
)
|
|
(7.7
|
)%
|
|||
Total Other Expense
|
32.7
|
|
|
33.4
|
|
|
(0.7
|
)
|
|
(2.1
|
)%
|
|||
Income before Provision for Income Taxes
|
343.6
|
|
|
265.7
|
|
|
77.9
|
|
|
29.3
|
%
|
|||
Percent of net sales
|
12.7
|
%
|
|
11.1
|
%
|
|
160
|
|
bps
|
|
|
|||
Provision for Income Taxes
|
121.5
|
|
|
89.9
|
|
|
31.6
|
|
|
35.2
|
%
|
|||
Effective tax rate
|
35.4
|
%
|
|
33.8
|
%
|
|
|
|
|
|
|
|||
Net Income
|
$
|
222.1
|
|
|
$
|
175.8
|
|
|
$
|
46.3
|
|
|
26.3
|
%
|
Diluted Earnings per Share
|
$
|
5.09
|
|
|
$
|
4.05
|
|
|
$
|
1.04
|
|
|
25.7
|
%
|
NM - not meaningful
|
|
|
|
|
|
|
|
|
Years Ended August 31,
|
|
Increase (Decrease)
|
Percent Change
|
|||||||||
|
2015
|
|
2014
|
|
|||||||||
Selling, Distribution, and Administrative Expenses
|
$
|
756.9
|
|
|
$
|
680.3
|
|
|
|
|
|||
Less: Amortization of acquired intangible assets
|
(11.0
|
)
|
|
(11.2
|
)
|
|
|
|
|||||
Less: Share-based compensation expense
|
(18.2
|
)
|
|
(17.7
|
)
|
|
|
|
|||||
Add-back: Freight service provider fraud-related recoveries
|
—
|
|
|
5.8
|
|
|
|
|
|||||
Less: Acquisition-related items
(1)
|
(3.2
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted Selling, Distribution, and Administrative Expenses
|
$
|
724.5
|
|
|
$
|
657.2
|
|
|
$
|
67.3
|
|
10.2
|
%
|
Percent of net sales
|
26.8
|
%
|
|
27.5
|
%
|
|
(70
|
)
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Operating Profit
|
$
|
376.3
|
|
|
$
|
299.1
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
11.0
|
|
|
11.2
|
|
|
|
|
|||||
Add-back: Share-based compensation expense
|
18.2
|
|
|
17.7
|
|
|
|
|
|||||
Less: Freight service provider fraud-related recoveries
|
—
|
|
|
(5.8
|
)
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
3.2
|
|
|
—
|
|
|
|
|
|||||
Add-back/(Less): Special charge
|
12.4
|
|
|
(0.2
|
)
|
|
|
|
|||||
Adjusted Operating Profit
|
$
|
421.1
|
|
|
$
|
322.0
|
|
|
$
|
99.1
|
|
30.8
|
%
|
Percent of net sales
|
15.6
|
%
|
|
13.5
|
%
|
|
210
|
|
bps
|
||||
|
|
|
|
|
|
|
|||||||
Other Expense (Income)
|
$
|
32.7
|
|
|
$
|
33.4
|
|
|
|
|
|||
Add-back: Net loss on financial instruments
|
(2.6
|
)
|
|
—
|
|
|
|
|
|||||
Adjusted Other Expense (Income)
|
$
|
30.1
|
|
|
$
|
33.4
|
|
|
$
|
(3.3
|
)
|
(9.9
|
)%
|
|
|
|
|
|
|
|
|||||||
Net Income
|
$
|
222.1
|
|
|
$
|
175.8
|
|
|
|
|
|||
Add-back: Amortization of acquired intangible assets
|
11.0
|
|
|
11.2
|
|
|
|
|
|||||
Add-back: Share-based compensation expense
|
18.2
|
|
|
17.7
|
|
|
|
|
|||||
Add-back: Acquisition-related items
(1)
|
3.2
|
|
|
—
|
|
|
|
|
|||||
Less: Freight service provider fraud-related recoveries
|
—
|
|
|
(5.8
|
)
|
|
|
|
|||||
Add-back/(Less): Special charge
|
12.4
|
|
|
(0.2
|
)
|
|
|
|
|||||
Add-back: Net loss on financial instruments
|
2.6
|
|
|
—
|
|
|
|
|
|||||
Total pre-tax adjustments to Net Income
|
$
|
47.4
|
|
|
$
|
22.9
|
|
|
|
|
|||
Income tax effect
|
(15.4
|
)
|
|
(7.9
|
)
|
|
|
|
|||||
Adjusted Net Income
|
$
|
254.1
|
|
|
$
|
190.8
|
|
|
$
|
63.3
|
|
33.2
|
%
|
|
|
|
|
|
|
|
|||||||
Diluted Earnings per Share
|
$
|
5.09
|
|
|
$
|
4.05
|
|
|
|
|
|||
Adjusted Diluted Earnings per Share
|
$
|
5.83
|
|
|
$
|
4.40
|
|
|
$
|
1.43
|
|
32.5
|
%
|
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,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions, except share data)
|
||||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
413.2
|
|
|
$
|
756.8
|
|
Accounts receivable, less reserve for doubtful accounts of $1.7 and $1.3 as of August 31, 2016 and 2015, respectively
|
572.8
|
|
|
411.7
|
|
||
Inventories
|
295.2
|
|
|
224.8
|
|
||
Prepayments and other current assets
|
41.7
|
|
|
20.1
|
|
||
Total Current Assets
|
1,322.9
|
|
|
1,413.4
|
|
||
Property, Plant, and Equipment, at cost:
|
|
|
|
|
|
||
Land
|
23.1
|
|
|
6.7
|
|
||
Buildings and leasehold improvements
|
174.4
|
|
|
128.4
|
|
||
Machinery and equipment
|
448.2
|
|
|
391.9
|
|
||
Total Property, Plant, and Equipment
|
645.7
|
|
|
527.0
|
|
||
Less — Accumulated depreciation and amortization
|
377.9
|
|
|
352.4
|
|
||
Property, Plant, and Equipment, net
|
267.8
|
|
|
174.6
|
|
||
Other Assets:
|
|
|
|
|
|
||
Goodwill
|
947.8
|
|
|
565.0
|
|
||
Intangible assets
|
381.4
|
|
|
223.4
|
|
||
Deferred income taxes
|
5.1
|
|
|
3.5
|
|
||
Other long-term assets
|
23.0
|
|
|
27.1
|
|
||
Total Other Assets
|
1,357.3
|
|
|
819.0
|
|
||
Total Assets
|
$
|
2,948.0
|
|
|
$
|
2,407.0
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
401.0
|
|
|
$
|
311.1
|
|
Current maturities of long-term debt
|
0.2
|
|
|
—
|
|
||
Accrued compensation
|
93.9
|
|
|
78.2
|
|
||
Accrued pension liabilities, current
|
1.3
|
|
|
1.6
|
|
||
Other accrued liabilities
|
176.1
|
|
|
130.0
|
|
||
Total Current Liabilities
|
672.5
|
|
|
520.9
|
|
||
Long-Term Debt
|
355.0
|
|
|
352.4
|
|
||
Accrued Pension Liabilities, less current portion
|
119.9
|
|
|
83.9
|
|
||
Deferred Income Taxes
|
74.6
|
|
|
31.7
|
|
||
Self-Insurance Reserves, less current portion
|
7.2
|
|
|
6.9
|
|
||
Other Long-Term Liabilities
|
59.0
|
|
|
51.2
|
|
||
Total Liabilities
|
1,288.2
|
|
|
1,047.0
|
|
||
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; 53,415,687 issued and 43,736,230 outstanding at August 31, 2016; 53,024,284 issued and 43,305,029 outstanding at August 31, 2015
|
0.5
|
|
|
0.5
|
|
||
Paid-in capital
|
856.4
|
|
|
797.1
|
|
||
Retained earnings
|
1,360.9
|
|
|
1,093.0
|
|
||
Accumulated other comprehensive loss items
|
(139.4
|
)
|
|
(110.4
|
)
|
||
Treasury stock, at cost, 9,679,457 shares at August 31, 2016 and 9,719,255 shares at August 31, 2015
|
(418.6
|
)
|
|
(420.2
|
)
|
||
Total Stockholders’ Equity
|
1,659.8
|
|
|
1,360.0
|
|
||
Total Liabilities and Stockholders’ Equity
|
$
|
2,948.0
|
|
|
$
|
2,407.0
|
|
|
Years Ended August 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions, except per-share data)
|
||||||||||
Net Sales
|
$
|
3,291.3
|
|
|
$
|
2,706.7
|
|
|
$
|
2,393.5
|
|
Cost of Products Sold
|
1,855.1
|
|
|
1,561.1
|
|
|
1,414.3
|
|
|||
Gross Profit
|
1,436.2
|
|
|
1,145.6
|
|
|
979.2
|
|
|||
Selling, Distribution, and Administrative Expenses
|
946.0
|
|
|
756.9
|
|
|
680.3
|
|
|||
Special Charge
|
15.0
|
|
|
12.4
|
|
|
(0.2
|
)
|
|||
Operating Profit
|
475.2
|
|
|
376.3
|
|
|
299.1
|
|
|||
Other Expense (Income):
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
32.2
|
|
|
31.5
|
|
|
32.1
|
|
|||
Miscellaneous (income) expense, net
|
(1.6
|
)
|
|
1.2
|
|
|
1.3
|
|
|||
Total Other Expense
|
30.6
|
|
|
32.7
|
|
|
33.4
|
|
|||
Income before Provision for Income Taxes
|
444.6
|
|
|
343.6
|
|
|
265.7
|
|
|||
Provision for Income Taxes
|
153.8
|
|
|
121.5
|
|
|
89.9
|
|
|||
Net Income
|
$
|
290.8
|
|
|
$
|
222.1
|
|
|
$
|
175.8
|
|
|
|
|
|
|
|
||||||
Earnings Per Share:
|
|
|
|
|
|
|
|
|
|||
Basic Earnings per Share
|
$
|
6.67
|
|
|
$
|
5.13
|
|
|
$
|
4.07
|
|
Basic Weighted Average Number of Shares Outstanding
|
43.5
|
|
|
43.1
|
|
|
42.8
|
|
|||
Diluted Earnings per Share
|
$
|
6.63
|
|
|
$
|
5.09
|
|
|
$
|
4.05
|
|
Diluted Weighted Average Number of Shares Outstanding
|
43.8
|
|
|
43.4
|
|
|
43.0
|
|
|||
|
|
|
|
|
|
||||||
Dividends Declared per Share
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
||||||
Comprehensive Income:
|
|
|
|
|
|
||||||
Net income
|
$
|
290.8
|
|
|
$
|
222.1
|
|
|
$
|
175.8
|
|
Other Comprehensive Income (Loss) Items:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(5.6
|
)
|
|
(24.0
|
)
|
|
0.7
|
|
|||
Defined benefit plans, net
|
(23.4
|
)
|
|
(14.5
|
)
|
|
(10.0
|
)
|
|||
Other Comprehensive Loss Items, net of tax
|
(29.0
|
)
|
|
(38.5
|
)
|
|
(9.3
|
)
|
|||
Comprehensive Income
|
$
|
261.8
|
|
|
$
|
183.6
|
|
|
$
|
166.5
|
|
|
Years Ended August 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In millions)
|
||||||||||
Cash Provided by (Used for) Operating Activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
290.8
|
|
|
$
|
222.1
|
|
|
$
|
175.8
|
|
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
62.6
|
|
|
45.8
|
|
|
43.4
|
|
|||
Share-based compensation expense
|
27.7
|
|
|
18.2
|
|
|
17.7
|
|
|||
Excess tax benefits from share-based payments
|
(25.6
|
)
|
|
(17.6
|
)
|
|
(10.4
|
)
|
|||
(Gain) loss on the sale or disposal of property, plant, and equipment
|
(0.9
|
)
|
|
0.7
|
|
|
0.3
|
|
|||
Asset impairments
|
5.1
|
|
|
—
|
|
|
0.1
|
|
|||
Deferred income taxes
|
(8.2
|
)
|
|
2.8
|
|
|
(0.2
|
)
|
|||
Loss on financial instruments, net
|
—
|
|
|
2.6
|
|
|
—
|
|
|||
Change in assets and liabilities, net of effect of acquisitions, divestitures and effect of exchange rate changes:
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
(94.6
|
)
|
|
(46.1
|
)
|
|
(55.4
|
)
|
|||
Inventories
|
(24.0
|
)
|
|
(15.1
|
)
|
|
(9.0
|
)
|
|||
Prepayments and other current assets
|
(10.5
|
)
|
|
0.7
|
|
|
(6.6
|
)
|
|||
Accounts payable
|
65.3
|
|
|
23.1
|
|
|
37.6
|
|
|||
Other current liabilities
|
60.6
|
|
|
59.3
|
|
|
59.8
|
|
|||
Other
|
(2.6
|
)
|
|
(7.6
|
)
|
|
(20.0
|
)
|
|||
Net Cash Provided by Operating Activities
|
345.7
|
|
|
288.9
|
|
|
233.1
|
|
|||
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment
|
(83.7
|
)
|
|
(56.5
|
)
|
|
(35.3
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
2.2
|
|
|
1.3
|
|
|
1.0
|
|
|||
Acquisitions of businesses and intangible assets, net of cash acquired
|
(623.2
|
)
|
|
(14.6
|
)
|
|
—
|
|
|||
Other investing activities
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|||
Net Cash Used for Investing Activities
|
(704.7
|
)
|
|
(72.4
|
)
|
|
(34.3
|
)
|
|||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Issuance of long-term debt
|
2.5
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock option exercises and other
|
14.2
|
|
|
11.6
|
|
|
8.4
|
|
|||
Excess tax benefits from share-based payments
|
25.6
|
|
|
17.6
|
|
|
10.4
|
|
|||
Dividends paid
|
(22.9
|
)
|
|
(22.7
|
)
|
|
(22.5
|
)
|
|||
Other financing activities
|
—
|
|
|
(10.4
|
)
|
|
(2.6
|
)
|
|||
Net Cash Provided by (Used for) Financing Activities
|
19.4
|
|
|
(3.9
|
)
|
|
(6.3
|
)
|
|||
Effect of Exchange Rate Changes on Cash
|
(4.0
|
)
|
|
(8.3
|
)
|
|
0.9
|
|
|||
Net Change in Cash and Cash Equivalents
|
(343.6
|
)
|
|
204.3
|
|
|
193.4
|
|
|||
Cash and Cash Equivalents at Beginning of Year
|
756.8
|
|
|
552.5
|
|
|
359.1
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
413.2
|
|
|
$
|
756.8
|
|
|
$
|
552.5
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid during the period
|
$
|
120.7
|
|
|
$
|
106.3
|
|
|
$
|
77.4
|
|
Interest paid during the period
|
$
|
32.8
|
|
|
$
|
32.2
|
|
|
$
|
32.5
|
|
|
Common
Stock
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Loss Items |
|
Treasury
Stock
|
|
Total
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Balance, August 31, 2013
|
$
|
0.5
|
|
|
$
|
735.5
|
|
|
$
|
740.3
|
|
|
$
|
(62.6
|
)
|
|
$
|
(420.2
|
)
|
|
$
|
993.5
|
|
Net income
|
—
|
|
|
—
|
|
|
175.8
|
|
|
—
|
|
|
—
|
|
|
175.8
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.3
|
)
|
|
—
|
|
|
(9.3
|
)
|
||||||
Amortization, issuance, and forfeitures of restricted stock grants
|
—
|
|
|
7.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
||||||
Employee Stock Purchase Plan issuances
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
||||||
Stock options exercised
|
—
|
|
|
8.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.0
|
|
||||||
Excess tax benefits from share-based payments
|
—
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
||||||
Balance, August 31, 2014
|
0.5
|
|
|
761.5
|
|
|
893.6
|
|
|
(71.9
|
)
|
|
(420.2
|
)
|
|
1,163.5
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
222.1
|
|
|
—
|
|
|
—
|
|
|
222.1
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(38.5
|
)
|
|
—
|
|
|
(38.5
|
)
|
||||||
Amortization, issuance, and forfeitures of restricted stock grants
|
—
|
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
||||||
Employee Stock Purchase Plan issuances
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
||||||
Stock options exercised
|
—
|
|
|
11.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
||||||
Excess tax benefits from share-based payments
|
—
|
|
|
17.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
||||||
Balance, August 31, 2015
|
0.5
|
|
|
797.1
|
|
|
1,093.0
|
|
|
(110.4
|
)
|
|
(420.2
|
)
|
|
1,360.0
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
290.8
|
|
|
—
|
|
|
—
|
|
|
290.8
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(29.0
|
)
|
|
—
|
|
|
(29.0
|
)
|
||||||
Common Stock issued from Treasury Stock for acquisition of business
|
|
|
|
8.4
|
|
|
|
|
|
|
|
|
1.6
|
|
|
10.0
|
|
||||||
Amortization, issuance, and forfeitures of restricted stock grants
|
—
|
|
|
11.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
||||||
Employee Stock Purchase Plan issuances
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
||||||
Stock options exercised
|
—
|
|
|
13.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.5
|
|
||||||
Excess tax benefits from share-based payments
|
—
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
||||||
Balance, August 31, 2016
|
$
|
0.5
|
|
|
$
|
856.4
|
|
|
$
|
1,360.9
|
|
|
$
|
(139.4
|
)
|
|
$
|
(418.6
|
)
|
|
$
|
1,659.8
|
|
1.
|
Description of Business and Basis of Presentation
|
|
August 31,
|
||||||
|
2016
|
|
2015
|
||||
Raw materials, supplies, and work in process
(1)
|
$
|
170.3
|
|
|
$
|
125.7
|
|
Finished goods
|
145.3
|
|
|
113.9
|
|
||
|
315.6
|
|
|
239.6
|
|
||
Less: Reserves
|
(20.4
|
)
|
|
(14.8
|
)
|
||
Total Inventory
|
$
|
295.2
|
|
|
$
|
224.8
|
|
(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.
|
Balance as of August 31, 2015
|
$
|
565.0
|
|
Additions from acquired businesses
|
381.5
|
|
|
Foreign currency translation adjustments
|
1.3
|
|
|
Balance as of August 31, 2016
|
$
|
947.8
|
|
|
August 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents and patented technology
|
$
|
112.3
|
|
|
$
|
(39.9
|
)
|
|
$
|
72.7
|
|
|
$
|
(30.3
|
)
|
Trademarks and trade names
|
27.2
|
|
|
(10.7
|
)
|
|
25.4
|
|
|
(9.7
|
)
|
||||
Distribution network
|
61.8
|
|
|
(33.0
|
)
|
|
61.8
|
|
|
(30.8
|
)
|
||||
Customer relationships
|
157.9
|
|
|
(29.3
|
)
|
|
55.2
|
|
|
(20.8
|
)
|
||||
Other
|
4.9
|
|
|
(4.8
|
)
|
|
5.1
|
|
|
(4.7
|
)
|
||||
Total
|
$
|
364.1
|
|
|
$
|
(117.7
|
)
|
|
$
|
220.2
|
|
|
$
|
(96.3
|
)
|
Indefinite-lived trade names
|
$
|
135.0
|
|
|
|
|
|
$
|
99.5
|
|
|
|
|
|
August 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred contract costs
|
$
|
8.3
|
|
|
$
|
10.7
|
|
Capitalized software costs
(1)
|
0.8
|
|
|
1.6
|
|
||
Investment in noncontrolling affiliate
(2)
|
8.0
|
|
|
8.0
|
|
||
Other
(3)
|
5.9
|
|
|
6.8
|
|
||
Total
|
$
|
23.0
|
|
|
$
|
27.1
|
|
(1)
|
The Company recorded amortization expense related to capitalized software costs of
$0.3
,
$0.4
, and
$0.4
in fiscal
2016
,
2015
, and
2014
, respectively.
|
(2)
|
The Company holds an equity investment in an unconsolidated affiliate. This strategic investment represents less than a 20% ownership interest in the privately-held affiliate, and the Company does not maintain power over or control of the entity. The Company accounts for this investment using the cost method. Subsequent to fiscal 2016, this investment was sold resulting in the recognition of a gain.
|
(3)
|
Other -
Amounts primarily
include deferred debt issuance costs related to its revolving credit facility and company-owned life insurance investments. The Company maintains life insurance policies on
74
former employees primarily to satisfy obligations under certain deferred compensation plans. These company-owned life insurance policies are presented net of loans that are secured by these policies. This program is frozen and no new policies were issued in the three-year period ended
August 31, 2016
.
|
|
August 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred compensation and postretirement benefits other than pensions
(1)
|
$
|
37.3
|
|
|
$
|
34.1
|
|
Long-term warranty obligations
|
4.9
|
|
|
2.5
|
|
||
Unrecognized tax position liabilities, including interest
(2)
|
6.1
|
|
|
5.2
|
|
||
Multi-employer pension plan withdrawal liabilities
|
3.9
|
|
|
0.2
|
|
||
Other
(3)
|
6.8
|
|
|
9.2
|
|
||
Total
|
$
|
59.0
|
|
|
$
|
51.2
|
|
(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 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)
|
Other
- Amount primarily includes deferred revenue and deferred rent.
|
|
Years Ended August 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense
|
$
|
33.3
|
|
|
$
|
32.6
|
|
|
$
|
32.6
|
|
Interest income
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(0.5
|
)
|
|||
Interest expense, net
|
$
|
32.2
|
|
|
$
|
31.5
|
|
|
$
|
32.1
|
|
|
Foreign Currency Items
|
|
Defined Benefit Pension Plans
|
|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance at August 31, 2015
|
$
|
(42.1
|
)
|
|
$
|
(68.3
|
)
|
|
$
|
(110.4
|
)
|
Other comprehensive loss before reclassifications
|
(5.6
|
)
|
|
(28.7
|
)
|
|
(34.3
|
)
|
|||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
5.3
|
|
|
5.3
|
|
|||
Net current-period other comprehensive loss
|
(5.6
|
)
|
|
(23.4
|
)
|
|
(29.0
|
)
|
|||
Balance at August 31, 2016
|
$
|
(47.7
|
)
|
|
$
|
(91.7
|
)
|
|
$
|
(139.4
|
)
|
|
Years Ended August 31,
|
||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
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
|
$
|
(5.6
|
)
|
|
$
|
—
|
|
|
$
|
(5.6
|
)
|
|
$
|
(24.0
|
)
|
|
$
|
—
|
|
|
$
|
(24.0
|
)
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
Defined Benefit Pension Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial losses
|
(42.2
|
)
|
|
13.5
|
|
|
(28.7
|
)
|
|
(27.9
|
)
|
|
10.7
|
|
|
(17.2
|
)
|
|
(18.2
|
)
|
|
5.6
|
|
|
(12.6
|
)
|
|||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
(1)
|
3.1
|
|
|
(1.1
|
)
|
|
2.0
|
|
|
1.4
|
|
|
(0.6
|
)
|
|
0.8
|
|
|
0.8
|
|
|
(0.3
|
)
|
|
0.5
|
|
|||||||||
Actuarial losses
(1)
|
4.9
|
|
|
(1.6
|
)
|
|
3.3
|
|
|
4.1
|
|
|
(2.2
|
)
|
|
1.9
|
|
|
3.1
|
|
|
(1.0
|
)
|
|
2.1
|
|
|||||||||
Total Defined Benefit Plans, net
|
(34.2
|
)
|
|
10.8
|
|
|
(23.4
|
)
|
|
(22.4
|
)
|
|
7.9
|
|
|
(14.5
|
)
|
|
(14.3
|
)
|
|
4.3
|
|
|
(10.0
|
)
|
|||||||||
Other Comprehensive Income (Loss)
|
$
|
(39.8
|
)
|
|
$
|
10.8
|
|
|
$
|
(29.0
|
)
|
|
$
|
(46.4
|
)
|
|
$
|
7.9
|
|
|
$
|
(38.5
|
)
|
|
$
|
(13.6
|
)
|
|
$
|
4.3
|
|
|
$
|
(9.3
|
)
|
(1)
|
The before tax amount of these other comprehensive income components is included in net periodic pension cost. See the
Pension and Defined Contribution Plans
footnote
for additional details.
|
Consideration
|
|
||
Cash paid, net of cash acquired
|
$
|
623.2
|
|
Shares issued from Treasury Stock
|
10.0
|
|
|
Total Purchase Price
|
$
|
633.2
|
|
|
|
||
Allocation
|
|
||
Goodwill
|
$
|
381.5
|
|
Intangible assets:
|
|
||
Customer-based
1
|
102.3
|
|
|
Marketing-related
2
|
42.3
|
|
|
Technology-based
3
|
39.3
|
|
|
|
|
||
Property and equipment
|
63.1
|
|
|
Other assets acquired
|
120.5
|
|
|
Deferred tax liabilities
|
(58.3
|
)
|
|
Other liabilities assumed
|
(57.5
|
)
|
|
|
$
|
633.2
|
|
|
Fair Value Measurements as of:
|
||||||||||||||
|
August 31, 2016
|
|
August 31, 2015
|
||||||||||||
|
Level 1
|
|
Total Fair Value
|
|
Level 1
|
|
Total Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
413.2
|
|
|
$
|
413.2
|
|
|
$
|
756.8
|
|
|
$
|
756.8
|
|
Other
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||
Other
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
August 31, 2016
|
|
August 31, 2015
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment in noncontrolling affiliate
|
$
|
8.0
|
|
|
$
|
14.4
|
|
|
$
|
8.0
|
|
|
$
|
8.0
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Senior unsecured public notes, net of unamortized discount and deferred costs
|
$
|
348.7
|
|
|
$
|
388.8
|
|
|
$
|
348.4
|
|
|
$
|
386.4
|
|
Industrial revenue bond
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
||||
Bank Loans
|
2.5
|
|
|
2.6
|
|
|
—
|
|
|
—
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||
|
August 31,
|
|
August 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Change in Benefit Obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
192.2
|
|
|
$
|
171.5
|
|
|
$
|
49.8
|
|
|
$
|
52.5
|
|
Service cost
|
3.6
|
|
|
3.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Interest cost
|
8.0
|
|
|
6.8
|
|
|
1.7
|
|
|
1.8
|
|
||||
Amendments
|
—
|
|
|
10.5
|
|
|
—
|
|
|
—
|
|
||||
Actuarial loss
|
27.5
|
|
|
7.6
|
|
|
17.9
|
|
|
0.5
|
|
||||
Benefits paid
|
(8.3
|
)
|
|
(7.3
|
)
|
|
(3.6
|
)
|
|
(1.0
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(8.6
|
)
|
|
(4.1
|
)
|
||||
Benefit obligation at end of year
|
223.0
|
|
|
192.2
|
|
|
57.3
|
|
|
49.8
|
|
||||
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
123.9
|
|
|
$
|
122.5
|
|
|
$
|
32.6
|
|
|
$
|
35.2
|
|
Actual return on plan assets
|
7.9
|
|
|
0.7
|
|
|
5.2
|
|
|
(0.1
|
)
|
||||
Employer contributions
|
5.3
|
|
|
8.0
|
|
|
1.1
|
|
|
1.1
|
|
||||
Benefits paid
|
(8.3
|
)
|
|
(7.3
|
)
|
|
(3.6
|
)
|
|
(1.0
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|
(2.6
|
)
|
||||
Fair value of plan assets at end of year
|
128.8
|
|
|
123.9
|
|
|
30.3
|
|
|
32.6
|
|
||||
Funded status at the end of year
|
$
|
(94.2
|
)
|
|
$
|
(68.3
|
)
|
|
$
|
(27.0
|
)
|
|
$
|
(17.2
|
)
|
Amounts Recognized in the Consolidated Balance Sheets Consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
$
|
(1.3
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Non-current liabilities
|
(92.9
|
)
|
|
(66.8
|
)
|
|
(27.0
|
)
|
|
(17.1
|
)
|
||||
Net amount recognized in Consolidated Balance Sheets
|
$
|
(94.2
|
)
|
|
$
|
(68.3
|
)
|
|
$
|
(27.0
|
)
|
|
$
|
(17.2
|
)
|
Accumulated Benefit Obligation
|
$
|
220.4
|
|
|
$
|
189.2
|
|
|
$
|
57.3
|
|
|
$
|
49.8
|
|
Pre-tax amounts in accumulated other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
(10.8
|
)
|
|
$
|
(13.9
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
(96.9
|
)
|
|
(71.1
|
)
|
|
(28.2
|
)
|
|
(19.4
|
)
|
||||
Amounts in accumulated other comprehensive income
|
$
|
(107.7
|
)
|
|
$
|
(85.0
|
)
|
|
$
|
(28.2
|
)
|
|
$
|
(19.4
|
)
|
Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
3.1
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
5.3
|
|
|
3.1
|
|
|
3.7
|
|
|
2.9
|
|
•
|
An incremental benefit was added for participants who were actively employed by the Company on June 26, 2015 (or who first become a participant on or after June 26, 2015). The incremental benefit provides a monthly benefit for 180 months commencing at age 60 equal to
1.4%
of the participant's "average annual compensation" multiplied by his years of credited service not to exceed 10 years, divided by 12. Participants may elect to receive the actuarial equivalent of the incremental benefit in the form of a lump sum cash payment.
|
•
|
The definition of actuarial equivalent (with respect to accrued benefits other than the participant’s vested accrued benefit as of December 31, 2004) was changed. Prior to the amendment, the definition of actuarial equivalent used an interest rate equal to the lesser of
7%
per annum or the yield on 10-Year U.S. Treasury Bonds plus
1.50%
; after the amendment, an interest rate equal to the lesser of
2.5%
per annum or the yield on 10-Year U.S. Treasury Bonds will be used.
|
•
|
Upon the occurrence of a Section 409A change in control event (as defined in the SERP), the SERP shall be terminated consistent with the requirements of Treasury Regulation section 1.409A-3(j)(4)(ix)(B), and the Company shall, within five (5) days of such an event, pay to each participant a lump sum cash payment equal to the lump sum actuarial equivalent of the participant’s accrued benefit as of such date.
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Service cost
|
$
|
3.6
|
|
|
$
|
3.1
|
|
|
$
|
2.4
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
Interest cost
|
8.0
|
|
|
6.8
|
|
|
7.0
|
|
|
1.7
|
|
|
1.8
|
|
|
1.9
|
|
||||||
Expected return on plan assets
|
(9.2
|
)
|
|
(9.2
|
)
|
|
(8.0
|
)
|
|
(1.9
|
)
|
|
(1.8
|
)
|
|
(2.0
|
)
|
||||||
Amortization of prior service cost
|
3.1
|
|
|
1.4
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
Recognized actuarial loss
|
3.0
|
|
|
2.2
|
|
|
2.0
|
|
|
1.9
|
|
|
1.9
|
|
|
1.1
|
|
||||||
Net periodic pension cost
|
$
|
8.5
|
|
|
$
|
4.3
|
|
|
$
|
4.2
|
|
|
$
|
1.8
|
|
|
$
|
2.0
|
|
|
$
|
1.0
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Discount rate
|
3.2
|
%
|
|
4.3
|
%
|
|
2.1
|
%
|
|
3.7
|
%
|
Rate of compensation increase
|
5.5
|
%
|
|
5.5
|
%
|
|
2.8
|
%
|
|
3.1
|
%
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Discount rate
|
4.3
|
%
|
|
4.0
|
%
|
|
4.8
|
%
|
|
2.1
|
%
|
|
3.6
|
%
|
|
4.5
|
%
|
Expected return on plan assets
|
7.5
|
%
|
|
7.5
|
%
|
|
7.5
|
%
|
|
6.5
|
%
|
|
5.6
|
%
|
|
6.2
|
%
|
Rate of compensation increase
|
5.5
|
%
|
|
5.5
|
%
|
|
5.5
|
%
|
|
2.8
|
%
|
|
3.1
|
%
|
|
3.3
|
%
|
|
% of Plan Assets
|
||||||||||
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Equity securities
|
55.4
|
%
|
|
55.8
|
%
|
|
61.1
|
%
|
|
64.1
|
%
|
Fixed income securities
|
39.1
|
%
|
|
39.1
|
%
|
|
25.0
|
%
|
|
21.5
|
%
|
Multi-strategy investments
|
—
|
%
|
|
—
|
%
|
|
8.9
|
%
|
|
9.5
|
%
|
Real estate
|
5.5
|
%
|
|
5.1
|
%
|
|
5.0
|
%
|
|
4.9
|
%
|
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, 2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic large cap equity fund
|
$
|
46.5
|
|
|
$
|
46.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity fund
|
12.3
|
|
|
12.3
|
|
|
—
|
|
|
—
|
|
||||
Real Estate Fund
|
7.1
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
||||
Short-Term Fixed Income Investments
|
6.2
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
||||
Fixed-Income Investments
|
44.2
|
|
|
—
|
|
|
44.2
|
|
|
—
|
|
||||
Collective Trust: Domestic small cap equities
|
12.5
|
|
|
—
|
|
|
12.5
|
|
|
—
|
|
||||
|
$
|
128.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Mutual Funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic large cap equity fund
|
$
|
44.9
|
|
|
$
|
44.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity fund
|
11.9
|
|
|
11.9
|
|
|
—
|
|
|
—
|
|
||||
Real Estate Fund
|
6.3
|
|
|
—
|
|
|
—
|
|
|
6.3
|
|
||||
Short-Term Fixed Income Investments
|
6.6
|
|
|
6.6
|
|
|
—
|
|
|
—
|
|
||||
Fixed-Income Investments
|
41.8
|
|
|
—
|
|
|
41.8
|
|
|
—
|
|
||||
Collective Trust: Domestic small cap equities
|
12.4
|
|
|
—
|
|
|
12.4
|
|
|
—
|
|
||||
|
$
|
123.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity Securities
|
$
|
18.5
|
|
|
$
|
—
|
|
|
$
|
18.5
|
|
|
$
|
—
|
|
Short-Term Investments
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Real Estate Fund
|
1.5
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
||||
Multi-Strategy Investments
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
||||
Fixed-Income Investments
|
7.1
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
||||
|
$
|
30.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Equity Securities
|
$
|
20.9
|
|
|
$
|
—
|
|
|
$
|
20.9
|
|
|
$
|
—
|
|
Real Estate Fund
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
||||
Multi-Strategy Investments
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
||||
Fixed-Income Investments
|
7.0
|
|
|
—
|
|
|
7.0
|
|
|
—
|
|
||||
|
$
|
32.6
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Real Estate Fund
|
||||||
|
Years Ended August 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
$
|
6.3
|
|
|
$
|
5.6
|
|
Net unrealized gain relating to instruments still held at the reporting date
|
0.5
|
|
|
0.5
|
|
||
Shares purchased, including from dividend reinvestment
|
0.3
|
|
|
0.2
|
|
||
Balance, end of year
|
$
|
7.1
|
|
|
$
|
6.3
|
|
|
International Real Estate Fund
|
||||||
|
Years Ended August 31,
|
||||||
|
2016
|
|
2015
|
||||
Balance, beginning of year
|
$
|
1.6
|
|
|
$
|
1.7
|
|
Net unrealized loss relating to instruments still held at the reporting date
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Balance, end of year
|
$
|
1.5
|
|
|
$
|
1.6
|
|
|
Domestic Plans
|
|
International Plans
|
||||
2017
|
$
|
7.9
|
|
|
$
|
3.3
|
|
2018
|
8.1
|
|
|
3.4
|
|
||
2019
|
8.3
|
|
|
3.5
|
|
||
2020
|
8.5
|
|
|
3.6
|
|
||
2021
|
11.9
|
|
|
3.7
|
|
||
2022-2026
|
69.0
|
|
|
20.0
|
|
•
|
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,
|
||||||
|
2016
|
|
2015
|
||||
Senior unsecured public notes due December 2019, principal
|
$
|
350.0
|
|
|
$
|
350.0
|
|
Senior unsecured public notes due December 2019, unamortized discount and deferred costs
|
(1.3
|
)
|
|
(1.6
|
)
|
||
Industrial revenue bond due 2021
|
4.0
|
|
|
4.0
|
|
||
Bank loans
|
2.5
|
|
|
—
|
|
||
Total debt outstanding
|
$
|
355.2
|
|
|
$
|
352.4
|
|
|
Common Stock
|
|||||
|
Shares
|
|
Amount
|
|||
(Amounts and shares in millions)
|
|
|
(At par)
|
|||
Balance at August 31, 2013
|
52.2
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of forfeitures
|
0.2
|
|
|
—
|
|
|
Stock options exercised
|
0.2
|
|
|
—
|
|
|
Balance at August 31, 2014
|
52.6
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of forfeitures
|
0.2
|
|
|
—
|
|
|
Stock options exercised
|
0.2
|
|
|
—
|
|
|
Balance at August 31, 2015
|
53.0
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of forfeitures
|
0.1
|
|
|
—
|
|
|
Stock options exercised
|
0.3
|
|
|
—
|
|
|
Balance at August 31, 2016
|
53.4
|
|
|
$
|
0.5
|
|
|
Years Ended August 31,
|
||||||||||
(Amounts and shares in millions, except earnings per share)
|
2016
|
|
2015
|
|
2014
|
||||||
Basic Earnings per Share:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
290.8
|
|
|
$
|
222.1
|
|
|
$
|
175.8
|
|
Less: Income attributable to participating securities
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(1.6
|
)
|
|||
Net income available to common shareholders
|
$
|
290.4
|
|
|
$
|
221.1
|
|
|
$
|
174.2
|
|
Basic weighted average shares outstanding
|
43.5
|
|
|
43.1
|
|
|
42.8
|
|
|||
Basic earnings per share
|
$
|
6.67
|
|
|
$
|
5.13
|
|
|
$
|
4.07
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
290.8
|
|
|
$
|
222.1
|
|
|
$
|
175.8
|
|
Less: Income attributable to participating securities
|
(0.4
|
)
|
|
(1.0
|
)
|
|
(1.6
|
)
|
|||
Net income available to common shareholders
|
$
|
290.4
|
|
|
$
|
221.1
|
|
|
$
|
174.2
|
|
Basic weighted average shares outstanding
|
43.5
|
|
|
43.1
|
|
|
42.8
|
|
|||
Common stock equivalents
|
0.3
|
|
|
0.3
|
|
|
0.2
|
|
|||
Diluted weighted average shares outstanding
|
43.8
|
|
|
43.4
|
|
|
43.0
|
|
|||
Diluted earnings per share
|
$
|
6.63
|
|
|
$
|
5.09
|
|
|
$
|
4.05
|
|
|
Number of
Shares
(in millions)
|
|
Weighted Average
Grant Date
Fair Value Per
Share
|
||
Outstanding at August 31, 2015
|
0.5
|
|
$
|
116.02
|
|
Granted
|
0.2
|
|
$
|
209.49
|
|
Vested
|
(0.2)
|
|
$
|
94.19
|
|
Forfeited
|
(0.1)
|
|
$
|
182.42
|
|
Outstanding at August 31, 2016
|
0.4
|
|
$
|
159.50
|
|
|
Outstanding
|
|
Exercisable
|
||||
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
Outstanding at August 31, 2013
|
0.8
|
|
$43.16
|
|
0.5
|
|
$38.00
|
Granted
|
0.1
|
|
$103.74
|
|
|
|
|
Exercised
|
(0.2)
|
|
$40.31
|
|
|
|
|
Outstanding at August 31, 2014
|
0.7
|
|
$50.58
|
|
0.5
|
|
$41.05
|
Granted
|
0.1
|
|
$135.63
|
|
|
|
|
Exercised
|
(0.3)
|
|
$39.35
|
|
|
|
|
Outstanding at August 31, 2015
|
0.5
|
|
$71.95
|
|
0.3
|
|
$51.05
|
Granted
|
0.1
|
|
$207.80
|
|
|
|
|
Exercised
|
(0.3)
|
|
$51.34
|
|
|
|
|
Outstanding at August 31, 2016
|
0.3
|
|
$129.85
|
|
0.1
|
|
$83.89
|
Range of option exercise prices:
|
|
|
|
|
|
|
|
$40.00 - $100.00 (average life - 5.9 years)
|
0.1
|
|
$61.59
|
|
0.1
|
|
$61.59
|
$100.01 - $160.00 (average life - 7.7 years)
|
0.1
|
|
$121.45
|
|
—
|
*
|
$114.81
|
$160.01 - $210.00 (average life - 9.2 years)
|
0.1
|
|
$207.80
|
|
—
|
|
$—
|
*
|
Represents shares of less than 0.1.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at September 1
|
$
|
9.6
|
|
|
$
|
8.5
|
|
|
$
|
5.9
|
|
Warranty and recall costs
|
25.7
|
|
|
16.1
|
|
|
19.5
|
|
|||
Payments and other deductions
|
(20.8
|
)
|
|
(15.0
|
)
|
|
(16.9
|
)
|
|||
Acquired warranty and recall liabilities
|
1.0
|
|
|
—
|
|
|
—
|
|
|||
Balance at August 31
|
$
|
15.5
|
|
|
$
|
9.6
|
|
|
$
|
8.5
|
|
|
Year ended August 31,
|
||||||
|
2016
|
|
2015
|
||||
Severance and employee-related costs
|
$
|
9.9
|
|
|
$
|
11.4
|
|
Multi-employer pension plan withdrawal costs
|
3.9
|
|
|
—
|
|
||
Production transfer costs
|
1.2
|
|
|
0.5
|
|
||
Lease termination costs
|
—
|
|
|
0.5
|
|
||
Special charge
|
$
|
15.0
|
|
|
$
|
12.4
|
|
|
Fiscal 2016 Actions
|
|
Fiscal 2015 Actions
|
|
Total
|
||||||
Balance as of August 31, 2015
|
$
|
—
|
|
|
$
|
4.9
|
|
|
$
|
4.9
|
|
Severance and employee-related costs
|
10.4
|
|
|
(0.5
|
)
|
|
9.9
|
|
|||
Payments made during the period
|
(4.0
|
)
|
|
(4.2
|
)
|
|
(8.2
|
)
|
|||
Balance as of August 31, 2016
|
$
|
6.4
|
|
|
$
|
0.2
|
|
|
$
|
6.6
|
|
|
Years Ended August 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Provision for current federal taxes
|
$
|
139.6
|
|
|
$
|
101.5
|
|
|
$
|
77.1
|
|
Provision for current state taxes
|
17.6
|
|
|
13.1
|
|
|
9.0
|
|
|||
Provision for current foreign taxes
|
5.1
|
|
|
4.3
|
|
|
4.3
|
|
|||
(Benefit) provision for deferred taxes
|
(8.5
|
)
|
|
2.6
|
|
|
(0.5
|
)
|
|||
Total provision for income taxes
|
$
|
153.8
|
|
|
$
|
121.5
|
|
|
$
|
89.9
|
|
|
Years Ended August 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Federal income tax computed at statutory rate
|
$
|
155.6
|
|
|
$
|
120.3
|
|
|
$
|
93.0
|
|
State income tax, net of federal income tax benefit
|
11.0
|
|
|
8.6
|
|
|
6.7
|
|
|||
Foreign permanent differences and rate differential
|
(2.0
|
)
|
|
(1.4
|
)
|
|
(1.0
|
)
|
|||
Other, net
|
(10.8
|
)
|
|
(6.0
|
)
|
|
(8.8
|
)
|
|||
Total provision for income taxes
|
$
|
153.8
|
|
|
$
|
121.5
|
|
|
$
|
89.9
|
|
|
August 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred Income Tax Liabilities:
|
|
|
|
|
|
||
Depreciation
|
$
|
(22.5
|
)
|
|
$
|
(9.6
|
)
|
Goodwill and intangibles
|
(161.6
|
)
|
|
(105.1
|
)
|
||
Other liabilities
|
(3.7
|
)
|
|
(4.2
|
)
|
||
Total deferred income tax liabilities
|
(187.8
|
)
|
|
(118.9
|
)
|
||
Deferred Income Tax Assets:
|
|
|
|
|
|
||
Self-insurance
|
4.0
|
|
|
3.9
|
|
||
Pension
|
41.7
|
|
|
29.2
|
|
||
Deferred compensation
|
28.9
|
|
|
27.5
|
|
||
Net operating losses
|
14.3
|
|
|
15.7
|
|
||
Other accruals not yet deductible
|
33.5
|
|
|
18.8
|
|
||
Other assets
|
12.3
|
|
|
10.6
|
|
||
Total deferred income tax assets
|
134.7
|
|
|
105.7
|
|
||
Valuation Allowance
|
(16.4
|
)
|
|
(15.0
|
)
|
||
Net deferred income tax liabilities
|
$
|
(69.5
|
)
|
|
$
|
(28.2
|
)
|
|
2016
|
|
2015
|
||||
Unrecognized tax benefits balance at September 1
|
$
|
4.5
|
|
|
$
|
3.0
|
|
Additions based on tax positions related to the current year
|
1.0
|
|
|
0.8
|
|
||
Additions for tax positions of prior years
|
0.5
|
|
|
1.5
|
|
||
Reductions due to lapse of statute of limitations
|
(0.8
|
)
|
|
(0.8
|
)
|
||
Unrecognized tax benefits balance at August 31
|
$
|
5.2
|
|
|
$
|
4.5
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
(1)
|
|
|
|
|
|
|
|
|
|||
Domestic
(2)
|
$
|
2,928.3
|
|
|
$
|
2,450.1
|
|
|
$
|
2,155.0
|
|
International
|
363.0
|
|
|
256.6
|
|
|
238.5
|
|
|||
Total
|
$
|
3,291.3
|
|
|
$
|
2,706.7
|
|
|
$
|
2,393.5
|
|
Operating profit
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
457.6
|
|
|
$
|
364.0
|
|
|
$
|
287.8
|
|
International
|
17.6
|
|
|
12.3
|
|
|
11.3
|
|
|||
Total
|
$
|
475.2
|
|
|
$
|
376.3
|
|
|
$
|
299.1
|
|
Income before Provision for Income Taxes
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
430.8
|
|
|
$
|
329.4
|
|
|
$
|
257.1
|
|
International
|
13.8
|
|
|
14.2
|
|
|
8.6
|
|
|||
Total
|
$
|
444.6
|
|
|
$
|
343.6
|
|
|
$
|
265.7
|
|
Long-lived assets
(3)
|
|
|
|
|
|
|
|
||||
Domestic
(2)
|
$
|
254.5
|
|
|
$
|
179.6
|
|
|
$
|
148.3
|
|
International
|
41.4
|
|
|
25.6
|
|
|
31.2
|
|
|||
Total
|
$
|
295.9
|
|
|
$
|
205.2
|
|
|
$
|
179.5
|
|
(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, long-term deferred income tax assets, and other long-term assets.
|
|
At August 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
368.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45.0
|
|
|
$
|
—
|
|
|
$
|
413.2
|
|
Accounts receivable, net
|
—
|
|
|
503.0
|
|
|
—
|
|
|
69.8
|
|
|
—
|
|
|
572.8
|
|
||||||
Inventories
|
—
|
|
|
274.7
|
|
|
—
|
|
|
20.5
|
|
|
—
|
|
|
295.2
|
|
||||||
Other current assets
|
2.5
|
|
|
14.3
|
|
|
—
|
|
|
24.9
|
|
|
—
|
|
|
41.7
|
|
||||||
Total Current Assets
|
370.7
|
|
|
792.0
|
|
|
—
|
|
|
160.2
|
|
|
—
|
|
|
1,322.9
|
|
||||||
Property, Plant, and Equipment, net
|
0.3
|
|
|
217.8
|
|
|
—
|
|
|
49.7
|
|
|
—
|
|
|
267.8
|
|
||||||
Goodwill
|
—
|
|
|
735.8
|
|
|
2.7
|
|
|
209.3
|
|
|
—
|
|
|
947.8
|
|
||||||
Intangible assets, net
|
—
|
|
|
168.1
|
|
|
113.4
|
|
|
99.9
|
|
|
—
|
|
|
381.4
|
|
||||||
Deferred income taxes
|
47.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|
(48.9
|
)
|
|
5.1
|
|
||||||
Other long-term assets
|
1.4
|
|
|
20.4
|
|
|
—
|
|
|
1.2
|
|
|
—
|
|
|
23.0
|
|
||||||
Investments in and amounts due from affiliates
|
1,347.6
|
|
|
299.6
|
|
|
200.5
|
|
|
—
|
|
|
(1,847.7
|
)
|
|
—
|
|
||||||
Total Assets
|
$
|
1,767.5
|
|
|
$
|
2,233.7
|
|
|
$
|
316.6
|
|
|
$
|
526.8
|
|
|
$
|
(1,896.6
|
)
|
|
$
|
2,948.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
1.2
|
|
|
$
|
371.3
|
|
|
$
|
—
|
|
|
$
|
28.5
|
|
|
$
|
—
|
|
|
$
|
401.0
|
|
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Accrued liabilities
|
14.5
|
|
|
215.4
|
|
|
—
|
|
|
41.4
|
|
|
—
|
|
|
271.3
|
|
||||||
Total Current Liabilities
|
15.7
|
|
|
586.7
|
|
|
—
|
|
|
70.1
|
|
|
—
|
|
|
672.5
|
|
||||||
Long-Term Debt
|
—
|
|
|
352.8
|
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|
355.0
|
|
||||||
Deferred Income Taxes
|
—
|
|
|
95.5
|
|
|
—
|
|
|
28.0
|
|
|
(48.9
|
)
|
|
74.6
|
|
||||||
Other Long-Term Liabilities
|
92.0
|
|
|
64.8
|
|
|
—
|
|
|
29.3
|
|
|
—
|
|
|
186.1
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
96.9
|
|
|
(96.9
|
)
|
|
—
|
|
||||||
Total Stockholders’ Equity
|
1,659.8
|
|
|
1,133.9
|
|
|
316.6
|
|
|
300.3
|
|
|
(1,750.8
|
)
|
|
1,659.8
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
1,767.5
|
|
|
$
|
2,233.7
|
|
|
$
|
316.6
|
|
|
$
|
526.8
|
|
|
$
|
(1,896.6
|
)
|
|
$
|
2,948.0
|
|
|
At August 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
ASSETS
|
|||||||||||||||||||||||
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
479.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
276.9
|
|
|
$
|
—
|
|
|
$
|
756.8
|
|
Accounts receivable, net
|
—
|
|
|
365.5
|
|
|
—
|
|
|
46.2
|
|
|
—
|
|
|
411.7
|
|
||||||
Inventories
|
—
|
|
|
208.6
|
|
|
—
|
|
|
16.2
|
|
|
—
|
|
|
224.8
|
|
||||||
Other current assets
|
1.6
|
|
|
11.6
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
20.1
|
|
||||||
Total Current Assets
|
481.5
|
|
|
585.7
|
|
|
—
|
|
|
346.2
|
|
|
—
|
|
|
1,413.4
|
|
||||||
Property, Plant, and Equipment, net
|
0.3
|
|
|
139.8
|
|
|
—
|
|
|
34.5
|
|
|
—
|
|
|
174.6
|
|
||||||
Goodwill
|
—
|
|
|
524.2
|
|
|
2.7
|
|
|
38.1
|
|
|
—
|
|
|
565.0
|
|
||||||
Intangible assets, net
|
—
|
|
|
87.4
|
|
|
117.3
|
|
|
18.7
|
|
|
—
|
|
|
223.4
|
|
||||||
Deferred income taxes
|
41.9
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|
(43.6
|
)
|
|
3.5
|
|
||||||
Other long-term assets
|
1.3
|
|
|
23.8
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
27.1
|
|
||||||
Investments in and amounts due from affiliates
|
934.7
|
|
|
333.5
|
|
|
168.5
|
|
|
—
|
|
|
(1,436.7
|
)
|
|
—
|
|
||||||
Total Assets
|
$
|
1,459.7
|
|
|
$
|
1,694.4
|
|
|
$
|
288.5
|
|
|
$
|
444.7
|
|
|
$
|
(1,480.3
|
)
|
|
$
|
2,407.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||||||||||||||||||
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
0.9
|
|
|
$
|
291.6
|
|
|
$
|
—
|
|
|
$
|
18.6
|
|
|
$
|
—
|
|
|
$
|
311.1
|
|
Other accrued liabilities
|
20.4
|
|
|
162.7
|
|
|
—
|
|
|
26.7
|
|
|
—
|
|
|
209.8
|
|
||||||
Total Current Liabilities
|
21.3
|
|
|
454.3
|
|
|
—
|
|
|
45.3
|
|
|
—
|
|
|
520.9
|
|
||||||
Long-Term Debt
|
—
|
|
|
352.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
352.4
|
|
||||||
Deferred Income Taxes
|
—
|
|
|
75.3
|
|
|
—
|
|
|
—
|
|
|
(43.6
|
)
|
|
31.7
|
|
||||||
Other Long-Term Liabilities
|
78.4
|
|
|
42.7
|
|
|
—
|
|
|
20.9
|
|
|
—
|
|
|
142.0
|
|
||||||
Amounts due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
77.5
|
|
|
(77.5
|
)
|
|
—
|
|
||||||
Total Stockholders’ Equity
|
1,360.0
|
|
|
769.7
|
|
|
288.5
|
|
|
301.0
|
|
|
(1,359.2
|
)
|
|
1,360.0
|
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
1,459.7
|
|
|
$
|
1,694.4
|
|
|
$
|
288.5
|
|
|
$
|
444.7
|
|
|
$
|
(1,480.3
|
)
|
|
$
|
2,407.0
|
|
|
Year Ended August 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
2,919.7
|
|
|
$
|
—
|
|
|
$
|
371.6
|
|
|
$
|
—
|
|
|
$
|
3,291.3
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
47.4
|
|
|
131.2
|
|
|
(178.6
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
2,919.7
|
|
|
47.4
|
|
|
502.8
|
|
|
(178.6
|
)
|
|
3,291.3
|
|
||||||
Cost of Products Sold
|
—
|
|
|
1,602.2
|
|
|
—
|
|
|
379.3
|
|
|
(126.4
|
)
|
|
1,855.1
|
|
||||||
Gross Profit
|
—
|
|
|
1,317.5
|
|
|
47.4
|
|
|
123.5
|
|
|
(52.2
|
)
|
|
1,436.2
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
47.2
|
|
|
834.6
|
|
|
3.8
|
|
|
112.6
|
|
|
(52.2
|
)
|
|
946.0
|
|
||||||
Intercompany charges
|
(59.5
|
)
|
|
50.4
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
||||||
Special Charge
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
||||||
Operating Profit
|
12.3
|
|
|
417.5
|
|
|
43.6
|
|
|
1.8
|
|
|
—
|
|
|
475.2
|
|
||||||
Interest expense, net
|
10.5
|
|
|
16.1
|
|
|
—
|
|
|
5.6
|
|
|
—
|
|
|
32.2
|
|
||||||
Equity earnings in subsidiaries
|
(289.2
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
0.2
|
|
|
292.2
|
|
|
—
|
|
||||||
Miscellaneous income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(1.6
|
)
|
||||||
Income (Loss) before Provision for Income Taxes
|
291.0
|
|
|
404.6
|
|
|
43.6
|
|
|
(2.4
|
)
|
|
(292.2
|
)
|
|
444.6
|
|
||||||
Provision for Income Taxes
|
0.2
|
|
|
137.7
|
|
|
15.6
|
|
|
0.3
|
|
|
—
|
|
|
153.8
|
|
||||||
Net Income (Loss)
|
290.8
|
|
|
266.9
|
|
|
28.0
|
|
|
(2.7
|
)
|
|
(292.2
|
)
|
|
290.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income (Loss) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
(5.6
|
)
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
(5.6
|
)
|
||||||
Defined Benefit Pension Plans, net
|
(23.4
|
)
|
|
(11.4
|
)
|
|
—
|
|
|
(9.5
|
)
|
|
20.9
|
|
|
(23.4
|
)
|
||||||
Other Comprehensive Income (Loss) Items after Provision for Income Taxes
|
(29.0
|
)
|
|
(17.0
|
)
|
|
—
|
|
|
(9.5
|
)
|
|
26.5
|
|
|
(29.0
|
)
|
||||||
Other Comprehensive Income (Loss)
|
$
|
261.8
|
|
|
$
|
249.9
|
|
|
$
|
28.0
|
|
|
$
|
(12.2
|
)
|
|
$
|
(265.7
|
)
|
|
$
|
261.8
|
|
|
Year Ended August 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
2,446.9
|
|
|
$
|
—
|
|
|
$
|
259.8
|
|
|
$
|
—
|
|
|
$
|
2,706.7
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
41.2
|
|
|
105.5
|
|
|
(146.7
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
2,446.9
|
|
|
41.2
|
|
|
365.3
|
|
|
(146.7
|
)
|
|
2,706.7
|
|
||||||
Cost of Products Sold
|
—
|
|
|
1,388.0
|
|
|
—
|
|
|
276.5
|
|
|
(103.4
|
)
|
|
1,561.1
|
|
||||||
Gross Profit
|
—
|
|
|
1,058.9
|
|
|
41.2
|
|
|
88.8
|
|
|
(43.3
|
)
|
|
1,145.6
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
34.0
|
|
|
684.4
|
|
|
4.0
|
|
|
77.8
|
|
|
(43.3
|
)
|
|
756.9
|
|
||||||
Intercompany charges
|
(45.4
|
)
|
|
39.7
|
|
|
—
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
||||||
Special Charge
|
—
|
|
|
12.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.4
|
|
||||||
Operating Profit
|
11.4
|
|
|
322.4
|
|
|
37.2
|
|
|
5.3
|
|
|
—
|
|
|
376.3
|
|
||||||
Interest expense (income), net
|
9.9
|
|
|
21.8
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
31.5
|
|
||||||
Equity earnings in subsidiaries
|
(221.2
|
)
|
|
(5.2
|
)
|
|
—
|
|
|
—
|
|
|
226.4
|
|
|
—
|
|
||||||
Miscellaneous expense (income), net
|
—
|
|
|
2.8
|
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
1.2
|
|
||||||
Income (Loss) before Provision for Income Taxes
|
222.7
|
|
|
303.0
|
|
|
37.2
|
|
|
7.1
|
|
|
(226.4
|
)
|
|
343.6
|
|
||||||
Provision for Income Taxes
|
0.6
|
|
|
103.5
|
|
|
14.9
|
|
|
2.5
|
|
|
—
|
|
|
121.5
|
|
||||||
Net Income (Loss)
|
222.1
|
|
|
199.5
|
|
|
22.3
|
|
|
4.6
|
|
|
(226.4
|
)
|
|
222.1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income (Loss) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
(24.0
|
)
|
|
(24.0
|
)
|
|
—
|
|
|
—
|
|
|
24.0
|
|
|
(24.0
|
)
|
||||||
Defined Benefit Pension Plans, net
|
(14.5
|
)
|
|
6.3
|
|
|
—
|
|
|
0.5
|
|
|
(6.8
|
)
|
|
(14.5
|
)
|
||||||
Other Comprehensive Income (Loss) Items after Provision for Income Taxes
|
(38.5
|
)
|
|
(17.7
|
)
|
|
—
|
|
|
0.5
|
|
|
17.2
|
|
|
(38.5
|
)
|
||||||
Other Comprehensive Income (Loss)
|
$
|
183.6
|
|
|
$
|
181.8
|
|
|
$
|
22.3
|
|
|
$
|
5.1
|
|
|
$
|
(209.2
|
)
|
|
$
|
183.6
|
|
|
Year Ended August 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External sales
|
$
|
—
|
|
|
$
|
2,150.6
|
|
|
$
|
—
|
|
|
$
|
242.9
|
|
|
$
|
—
|
|
|
$
|
2,393.5
|
|
Intercompany sales
|
—
|
|
|
—
|
|
|
37.2
|
|
|
94.8
|
|
|
(132.0
|
)
|
|
—
|
|
||||||
Total Sales
|
—
|
|
|
2,150.6
|
|
|
37.2
|
|
|
337.7
|
|
|
(132.0
|
)
|
|
2,393.5
|
|
||||||
Cost of Products Sold
|
—
|
|
|
1,255.5
|
|
|
—
|
|
|
250.5
|
|
|
(91.7
|
)
|
|
1,414.3
|
|
||||||
Gross Profit
|
—
|
|
|
895.1
|
|
|
37.2
|
|
|
87.2
|
|
|
(40.3
|
)
|
|
979.2
|
|
||||||
Selling, Distribution, and Administrative Expenses
|
27.8
|
|
|
612.5
|
|
|
4.1
|
|
|
76.2
|
|
|
(40.3
|
)
|
|
680.3
|
|
||||||
Intercompany charges
|
(39.6
|
)
|
|
34.7
|
|
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
||||||
Special Charge
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||||
Operating Profit
|
11.8
|
|
|
248.1
|
|
|
33.1
|
|
|
6.1
|
|
|
—
|
|
|
299.1
|
|
||||||
Interest expense (income), net
|
10.0
|
|
|
22.2
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
32.1
|
|
||||||
Equity earnings in subsidiaries
|
(174.2
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
178.2
|
|
|
—
|
|
||||||
Miscellaneous (income) expense, net
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
1.8
|
|
|
1.1
|
|
|
1.3
|
|
||||||
Income (Loss) before Provision for Income Taxes
|
176.0
|
|
|
231.5
|
|
|
33.1
|
|
|
4.4
|
|
|
(179.3
|
)
|
|
265.7
|
|
||||||
Provision for Income Taxes
|
0.2
|
|
|
75.5
|
|
|
13.1
|
|
|
1.1
|
|
|
—
|
|
|
89.9
|
|
||||||
Net Income (Loss)
|
175.8
|
|
|
156.0
|
|
|
20.0
|
|
|
3.3
|
|
|
(179.3
|
)
|
|
175.8
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Comprehensive Income (Loss) Items:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign Currency Translation Adjustments
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
0.7
|
|
||||||
Defined Benefit Pension Plans, net
|
(10.0
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
(5.2
|
)
|
|
8.9
|
|
|
(10.0
|
)
|
||||||
Other Comprehensive Income (Loss) Items after Provision for Income Taxes
|
(9.3
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
(5.2
|
)
|
|
8.2
|
|
|
(9.3
|
)
|
||||||
Other Comprehensive Income (Loss)
|
$
|
166.5
|
|
|
$
|
153.0
|
|
|
$
|
20.0
|
|
|
$
|
(1.9
|
)
|
|
$
|
(171.1
|
)
|
|
$
|
166.5
|
|
|
Year Ended August 31, 2016
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Cash Provided by Operating Activities
|
$
|
277.0
|
|
|
$
|
54.8
|
|
|
$
|
—
|
|
|
$
|
13.9
|
|
|
$
|
—
|
|
|
$
|
345.7
|
|
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(67.1
|
)
|
|
—
|
|
|
(16.6
|
)
|
|
—
|
|
|
(83.7
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
0.2
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
|
2.2
|
|
||||||
Investments in subsidiaries
|
(405.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
405.6
|
|
|
—
|
|
||||||
Acquisitions of businesses and intangible assets
|
—
|
|
|
(393.9
|
)
|
|
—
|
|
|
(229.3
|
)
|
|
—
|
|
|
(623.2
|
)
|
||||||
Net Cash (Used for) Provided by Investing Activities
|
(405.6
|
)
|
|
(460.8
|
)
|
|
—
|
|
|
(243.9
|
)
|
|
405.6
|
|
|
(704.7
|
)
|
||||||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Issuance of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
2.5
|
|
||||||
Proceeds from stock option exercises and other
|
14.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14.2
|
|
||||||
Repurchases of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Excess tax benefits from share-based payments
|
25.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.6
|
|
||||||
Intercompany capital
|
—
|
|
|
405.6
|
|
|
—
|
|
|
—
|
|
|
(405.6
|
)
|
|
—
|
|
||||||
Dividends paid
|
(22.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
||||||
Net Cash Provided by (Used for) Financing Activities
|
16.9
|
|
|
405.6
|
|
|
—
|
|
|
2.5
|
|
|
(405.6
|
)
|
|
19.4
|
|
||||||
Effect of Exchange Rate Changes on Cash
|
—
|
|
|
0.4
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Net Change in Cash and Cash Equivalents
|
(111.7
|
)
|
|
—
|
|
|
—
|
|
|
(231.9
|
)
|
|
—
|
|
|
(343.6
|
)
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
479.9
|
|
|
—
|
|
|
—
|
|
|
276.9
|
|
|
—
|
|
|
756.8
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
368.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45.0
|
|
|
$
|
—
|
|
|
$
|
413.2
|
|
|
Year Ended August 31, 2015
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Cash Provided by Operating Activities
|
$
|
212.1
|
|
|
$
|
55.2
|
|
|
$
|
—
|
|
|
$
|
21.6
|
|
|
$
|
—
|
|
|
$
|
288.9
|
|
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(41.9
|
)
|
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
|
(56.5
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||||
Investments in subsidiaries
|
(254.7
|
)
|
|
(245.2
|
)
|
|
—
|
|
|
—
|
|
|
499.9
|
|
|
—
|
|
||||||
Acquisitions of businesses
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.6
|
)
|
||||||
Other investing activities
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
||||||
Net Cash (Used for) Provided by Investing Activities
|
(254.7
|
)
|
|
(303.0
|
)
|
|
—
|
|
|
(14.6
|
)
|
|
499.9
|
|
|
(72.4
|
)
|
||||||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from stock option exercises and other
|
11.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
||||||
Excess tax benefits from share-based payments
|
17.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.6
|
|
||||||
Intercompany capital
|
—
|
|
|
245.2
|
|
|
—
|
|
|
254.7
|
|
|
(499.9
|
)
|
|
—
|
|
||||||
Dividends paid
|
(22.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.7
|
)
|
||||||
Other financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.4
|
)
|
|
—
|
|
|
(10.4
|
)
|
||||||
Net Cash Provided by (Used for) Financing Activities
|
6.5
|
|
|
245.2
|
|
|
—
|
|
|
244.3
|
|
|
(499.9
|
)
|
|
(3.9
|
)
|
||||||
Effect of Exchange Rate Changes on Cash
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(7.8
|
)
|
|
—
|
|
|
(8.3
|
)
|
||||||
Net Change in Cash and Cash Equivalents
|
(36.1
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
243.5
|
|
|
—
|
|
|
204.3
|
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
516.0
|
|
|
3.1
|
|
|
—
|
|
|
33.4
|
|
|
—
|
|
|
552.5
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
479.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
276.9
|
|
|
$
|
—
|
|
|
$
|
756.8
|
|
|
Year Ended August 31, 2014
|
||||||||||||||||||||||
|
Parent
|
|
Subsidiary
Issuer
|
|
Subsidiary
Guarantor
|
|
Non-
Guarantors
|
|
Consolidating Adjustments
|
|
Consolidated
|
||||||||||||
Net Cash Provided by Operating Activities
|
$
|
188.7
|
|
|
$
|
35.1
|
|
|
$
|
—
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
233.1
|
|
Cash Provided by (Used for) Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(29.2
|
)
|
|
—
|
|
|
(6.1
|
)
|
|
—
|
|
|
(35.3
|
)
|
||||||
Proceeds from sale of property, plant, and equipment
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||||
Investments in subsidiaries
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
||||||
Net Cash Used for Investing Activities
|
—
|
|
|
(32.7
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
—
|
|
|
(34.3
|
)
|
||||||
Cash Provided by (Used for) Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Proceeds from stock option exercises and other
|
8.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.4
|
|
||||||
Excess tax benefits from share-based payments
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
||||||
Dividends paid
|
(22.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22.5
|
)
|
||||||
Other financing activities
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(2.6
|
)
|
||||||
Net Cash Used for Financing Activities
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
(2.6
|
)
|
|
—
|
|
|
(6.3
|
)
|
||||||
Effect of Exchange Rate Changes on Cash
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
0.9
|
|
||||||
Net Change in Cash and Cash Equivalents
|
185.0
|
|
|
2.3
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|
193.4
|
|
||||||
Cash and Cash Equivalents at Beginning of Year
|
331.0
|
|
|
0.8
|
|
|
—
|
|
|
27.3
|
|
|
—
|
|
|
359.1
|
|
||||||
Cash and Cash Equivalents at End of Year
|
$
|
516.0
|
|
|
$
|
3.1
|
|
|
$
|
—
|
|
|
$
|
33.4
|
|
|
$
|
—
|
|
|
$
|
552.5
|
|
|
Fiscal Year 2016
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net Sales
|
$
|
736.6
|
|
|
$
|
777.8
|
|
|
$
|
851.5
|
|
|
$
|
925.5
|
|
Gross Profit
|
$
|
319.4
|
|
|
$
|
336.9
|
|
|
$
|
377.9
|
|
|
$
|
402.1
|
|
Net Income
|
$
|
68.4
|
|
|
$
|
65.5
|
|
|
$
|
74.0
|
|
|
$
|
82.9
|
|
Basic Earnings per Share
|
$
|
1.58
|
|
|
$
|
1.50
|
|
|
$
|
1.70
|
|
|
$
|
1.90
|
|
Diluted Earnings per Share
|
$
|
1.57
|
|
|
$
|
1.49
|
|
|
$
|
1.69
|
|
|
$
|
1.89
|
|
|
Fiscal Year 2015
|
||||||||||||||
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net Sales
|
$
|
647.4
|
|
|
$
|
616.1
|
|
|
$
|
683.7
|
|
|
$
|
759.5
|
|
Gross Profit
|
$
|
273.0
|
|
|
$
|
255.7
|
|
|
$
|
295.6
|
|
|
$
|
321.3
|
|
Net Income
|
$
|
51.1
|
|
|
$
|
46.4
|
|
|
$
|
64.5
|
|
|
$
|
60.1
|
|
Basic Earnings per Share
|
$
|
1.18
|
|
|
$
|
1.07
|
|
|
$
|
1.49
|
|
|
$
|
1.39
|
|
Diluted Earnings per Share
|
$
|
1.17
|
|
|
$
|
1.07
|
|
|
$
|
1.48
|
|
|
$
|
1.37
|
|
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 2300, 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, 2016.
|
|
Reference is made to Exhibit 3.1 of registrant’s Form 8-K as filed with the Commission on October 5, 2016, 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)
|
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.
|
|
(3)
|
5-Year Revolving Credit Agreement, dated as of August 27, 2014 among Acuity Brands, Inc., the Subsidiary Borrowers from time to time parties hereto, the Lenders from time to time parties hereto, JPMorgan Chase Bank, N.A., as Swing Line Lender, LC Issuer and Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent and Bank of America, N.A., Branch Banking & Trust Company and Keybank National Association, as Co-Documentation Agents.
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K as filed with the Commission on August 28, 2014, 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. 2001 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)
|
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.
|
|
(4)
|
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 January 4, 2007, which is incorporated herein by reference.
|
|
(5)
|
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.
|
|
(6)
|
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.
|
|
(7)
|
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.
|
|
(8)
|
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.
|
|
(9)
|
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.
|
|
(10)
|
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.
|
|
(11)
|
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.
|
|
(12)
|
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.
|
|
(13)
|
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 here in by reference.
|
|
(14)
|
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.
|
|
(15)
|
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.
|
|
(16)
|
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.
|
|
(17)
|
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.
|
|
(18)
|
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.
|
|
(19)
|
Amendment No. 1 to Acuity Brands, Inc. Senior Management 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.
|
|
(20)
|
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.
|
|
(21)
|
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.
|
|
(22)
|
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.
|
|
(23)
|
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.
|
|
(24)
|
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.
|
|
(25)
|
Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan, Effective As of January 1, 2003, As Amended and Restated Effective As of June 26, 2015
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant’s Form 10-Q as filed with the Commission on July 1, 2015, which is incorporated by reference.
|
|
(26)
|
Form of Amended and restated Change in Control Agreement entered into as of April 21, 2006.
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on April 27, 2006, which is incorporated herein by reference.
|
|
(27)
|
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.
|
|
(28)
|
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.
|
|
(29)
|
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.
|
|
(30)
|
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.
|
|
(31)
|
Amendment No. 2 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(2) of registrant’s Form 10-Q as filed with the Commission on April 4, 2007, which is incorporated herein by reference.
|
|
(32)
|
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.
|
|
(33)
|
Amendment No. 4 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(2) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
(34)
|
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.
|
|
(35)
|
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.
|
|
(36)
|
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.
|
|
(37)
|
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.
|
|
(38)
|
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.
|
|
(39)
|
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.
|
|
(40)
|
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.
|
|
(41)
|
Amendment No. 3 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(2) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
(42)
|
Amendment No. 4 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(46) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
(43)
|
Amendment No. 5 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(43) of the registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.
|
|
(44)
|
Amendment No. 6 to Acuity Brands, Inc. Amended and Restated Severance Agreement between Acuity Brands, Inc. and Richard K. Reece.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(45)
|
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.
|
|
(46)
|
Amended and Restated 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.
|
|
(47)
|
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.
|
|
(48)
|
Acuity Brands, Inc. 2007 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.
|
|
(49)
|
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.
|
|
(50)
|
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.
|
|
(51)
|
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.
|
|
(52)
|
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.
|
|
(53)
|
Severance Agreement dated November 19, 2008, by and between Acuity Brands Lighting, Inc. and Mark A. Black.
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on January 9, 2015.
|
|
(54)
|
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.
|
|
(55)
|
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.
|
|
(56)
|
Amendment No. 3 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(2) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
(57)
|
Amendment No. 4 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(58) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
(58)
|
Amendment No. 5 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(57) of the registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.
|
|
(59)
|
Amendment No. 6 to Acuity Brands, Inc. Amended and Restated Severance Agreement between Acuity Brands, Inc. and Mark A. Black.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(60)
|
Amended and Restated Change in Control Agreement.
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on January 9, 2015.
|
|
(61)
|
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.
|
|
(62)
|
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.
|
|
(63)
|
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. |
|
(64)
|
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. |
|
(65)
|
Form of Stock Notification and Award Agreement for restricted stock, effective October 24, 2013.
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 29, 2013, which is incorporated herein by reference.
|
|
(66)
|
Form of Stock Notification and Award Agreement for stock options, effective October 24, 2013.
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
(67)
|
Form of Stock Notification and Award Agreement for restricted stock, effective October 27, 2014.
|
|
Reference is made to Exhibit 10(iii)A(65) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
(68)
|
Form of Stock Notification and Award Agreement for stock options, effective October 27, 2014.
|
|
Reference is made to Exhibit 10(iii)A(66) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.
|
|
(69)
|
Form of Stock Notification and Award Agreement for stock options, effective April 1, 2016.
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 6, 2016, which is incorporated herein by reference.
|
|
(70)
|
Form of Restricted Stock Award Agreement for U.S. Grantees
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(71)
|
Form of Restricted Stock Award Agreement for Non-U.S. Grantees
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(72)
|
Form of Nonqualified Stock Option Award Agreement
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(73)
|
Form of Nonqualified Stock Option Award Agreement for Named Executive Officers
|
|
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, 2016, filed on October 27, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of August 31, 2016 and 2015, (ii) the Consolidated Statements of Comprehensive Income for the years ended August 31, 2016, 2015, and 2014, (iii) the Consolidated Statements of Cash Flows for the years ended August 31, 2016, 2015, and 2014, (iv) the Consolidated Statements of Stockholders' Equity for the years ended August 31, 2016, 2015, and 2014 and (v) the Notes to Consolidated Financial Statements.
|
|
Filed with the Commission as part of this Form 10-K.
|
Date:
|
October 27, 2016
|
|
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 27, 2016
|
|
Vernon J. Nagel
|
|
|
|
||
|
|
|
|
|
|
/s/ RICHARD K. REECE
|
|
Executive Vice President and Chief Financial Officer (Principle Financial and Accounting Officer)
|
|
October 27, 2016
|
|
Richard K. Reece
|
|
|
|
||
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
W. Patrick Battle
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
Peter C. Browning
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
James H. Hance, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
Gordon D. Harnett
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
Robert F. McCullough
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
Julia B. North
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
Dominic J. Pileggi
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
Ray M. Robinson
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 27, 2016
|
|
Norman H. Wesley
|
|
|
|
|
|
|
|
|
|
|
|
*BY:
|
/s/ RICHARD K. REECE
|
|
Attorney-in-Fact
|
|
October 27, 2016
|
|
Richard K. Reece
|
|
|
|
|
|
Balance at
|
|
Additions and Reductions Charged to
|
|
|
|
|
|||||||||
|
Beginning of
Year
|
|
Costs and
Expenses
|
|
Other
Accounts
|
|
Deductions
|
|
Balance at
End of Year
|
|||||||
Year Ended August 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
1.3
|
|
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
|
$
|
1.7
|
|
Reserve for estimated product returns, net
|
$
|
6.2
|
|
|
62.6
|
|
|
0.9
|
|
|
58.8
|
|
|
$
|
10.9
|
|
Reserve for estimated cash discounts
|
$
|
3.0
|
|
|
32.0
|
|
|
0.9
|
|
|
31.2
|
|
|
$
|
4.7
|
|
Reserve for estimated other deductions
|
$
|
1.3
|
|
|
11.9
|
|
|
—
|
|
|
11.5
|
|
|
$
|
1.7
|
|
Deferred tax asset valuation allowance
|
$
|
15.0
|
|
|
(0.2
|
)
|
|
1.6
|
|
|
—
|
|
|
$
|
16.4
|
|
Year Ended August 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
1.9
|
|
|
0.1
|
|
|
—
|
|
|
0.7
|
|
|
$
|
1.3
|
|
Reserve for estimated product returns, net
|
$
|
4.3
|
|
|
44.7
|
|
|
—
|
|
|
42.8
|
|
|
$
|
6.2
|
|
Reserve for estimated cash discounts
|
$
|
2.7
|
|
|
21.7
|
|
|
—
|
|
|
21.4
|
|
|
$
|
3.0
|
|
Reserve for estimated other deductions
|
$
|
1.3
|
|
|
9.1
|
|
|
—
|
|
|
9.1
|
|
|
$
|
1.3
|
|
Deferred tax asset valuation allowance
|
$
|
13.6
|
|
|
(0.4
|
)
|
|
1.8
|
|
|
—
|
|
|
$
|
15.0
|
|
Year Ended August 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Reserve for doubtful accounts
|
$
|
1.5
|
|
|
0.8
|
|
|
—
|
|
|
0.4
|
|
|
$
|
1.9
|
|
Reserve for estimated product returns, net
|
$
|
1.5
|
|
|
35.9
|
|
|
—
|
|
|
33.1
|
|
|
$
|
4.3
|
|
Reserve for estimated cash discounts
|
$
|
2.2
|
|
|
19.5
|
|
|
—
|
|
|
19.0
|
|
|
$
|
2.7
|
|
Reserve for estimated other deductions
|
$
|
1.0
|
|
|
7.4
|
|
|
—
|
|
|
7.1
|
|
|
$
|
1.3
|
|
Deferred tax asset valuation allowance
|
$
|
12.4
|
|
|
0.4
|
|
|
0.8
|
|
|
—
|
|
|
$
|
13.6
|
|
Grantee :
/$ParticipantName$/
|
Grant Type :
/$GrantType$/
|
Grant ID :
/$GrantID$/
|
Grant Date :
/$GrantDate$/
|
Award Amount :
/$AwardsGranted$/
|
Vest Schedule :
/$VestingDescription$/
|
Grantee Level :
/$UserCode2$/
|
Accept By Date :
/$AcceptByDate$/
|
1.
|
Incorporation by Reference, Etc
. The provisions of the Plan are hereby incorporated by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative with respect to any questions arising under the Plan or this Agreement.
|
2.
|
Grant of Restricted Stock Award
. The Committee on behalf of the Company hereby grants to the Grantee, effective as of the Grant Date, Restricted Stock, equal to the Award Amount set forth above, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
|
3.
|
Terms and Conditions
.
|
i.
|
This award of Restricted Stock is conditioned upon Grantee’s acceptance of the terms of this Agreement, as evidenced by Grantee’s execution of this Agreement or by Grantee’s electronic acceptance of this Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely accepted by execution or by such electronic means, the award of Restricted Stock may be cancelled by the Committee.
|
ii.
|
Except for death, Disability, or Change in Control, as set forth below, if Grantee remains employed by the Company, a Subsidiary or Affiliate, the Restricted Stock shall vest pursuant to the schedule set forth above.
|
iii.
|
If prior to the date on which the Restricted Stock vests and the restrictions with respect to the Restricted Stock lapse (the "Vesting Date"), (i) Grantee dies while actively employed by the Company, or (ii) Grantee has his or her employment terminated by reason of Disability, any Restricted Stock shall become fully vested and nonforfeitable as of the date of Grantee’s death or Disability. The Company shall transfer the Shares to be issued upon vesting of the Restricted Stock, as a result of Grantee's death or Disability, free and clear of any restrictions imposed by this Agreement (except for restrictions set forth in Section (3)(a)(viii)) to Grantee (or, in the event of death, to Grantee's heirs, subject to the applicable laws of descent and distribution) as soon as practical after his or her date of death or termination for Disability.
|
iv.
|
Except for death or Disability as provided above, or except as otherwise provided in a severance agreement with Grantee, if Grantee terminates his or her employment or if the Company, or if different, the Subsidiary or Affiliate employing the Grantee (the "Employer"), terminates Grantee prior to the Vesting Date, (even in the case of unfair dismissal and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee's employment agreement, if any) the Grantee expressly acknowledges that the Restricted Stock shall cease to vest further, the unvested Restricted Stock shall be immediately forfeited, and Grantee shall only be entitled to the Shares of Restricted Stock that have vested prior to the “Date of Termination. ” “Date of Termination” means the last day of active employment of the Grantee with the Employer. For greater certainty, the Date of Termination of the Grantee shall be deemed to be the date on which the notice of termination of employment provided is stated to be effective (in the case of alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any notice or other period following such date during which the Grantee is in receipt of, or eligible to receive, statutory, contractual or common law notice of termination or any compensation in lieu of such notice or severance pay. The Board or the Committee shall have the exclusive discretion to determine when Grantee is no longer actively providing services for purposes of the Restricted Stock grant (including whether Grantee may still be considered to be providing services while on a leave of absence).
|
v.
|
Except as otherwise provided in this Agreement, and subject to the Company's Incentive-Based Compensation Recoupment Policy (described below), on each Vesting Date, Grantee shall own vested Shares of Restricted Stock free and clear of all restrictions imposed by this Agreement (except those restrictions imposed in Section (3)(a)(viii) below). The Company shall transfer the vested Shares of Restricted Stock to an unrestricted account in name of the Grantee as soon as practical after each Vesting Date.
|
vi.
|
In exchange for receipt of consideration in the form of the Restricted Stock award pursuant to this Agreement, and other good and valuable consideration, Grantee agrees that Grantee shall comply with the confidentiality, inventions, non-solicitation and non-competition provisions attached hereto as Exhibit B.
|
vii.
|
Notwithstanding the other provisions of this Agreement, in the event of a Change in Control prior to the Vesting Date, all Shares of Restricted Stock shall become fully vested and nonforfeitable as of the date of the Change in Control. The Company shall transfer the Shares of Restricted Stock that become vested pursuant to this provision to an unrestricted account in the name of the Grantee as soon as practical after the date of the Change in Control.
|
viii.
|
All awards of Restricted Stock designated as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), whether unvested or vested, shall be subject to the Company's Incentive-Based Compensation Recoupment Policy (the "Recoupment Policy"), such that any award that was made to a Grantee, who is deemed a "Covered Employee" under the Recoupment Policy, within the three (3) year period preceding the date on which the Company announces that it will prepare an accounting restatement under the Recoupment Policy, shall be subject to deduction, clawback or forfeiture, as applicable.
|
ix.
|
The Restricted Stock may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the Vesting Date.
|
i.
|
The Restricted Stock shall be registered in the name of the Grantee as of the respective Grant Date for such Shares of Restricted Stock. The Company may issue stock certificates or evidence Grantee’s interest by using a restricted book entry account with the Company’s transfer agent. Physical possession or custody of any stock certificates that are issued shall be retained by the Company until such time as the Shares of Restricted Stock are vested. The Company reserves the right to place a legend on such stock certificate(s) restricting the transferability of such certificates and referring to the terms and conditions (including forfeiture) of this Agreement and the Plan.
|
ii.
|
During the Period of Restriction in which Grantee holds the Shares of Restricted Stock, Grantee shall be entitled to vote such Restricted Stock and the Company shall credit to a non-interest bearing account on its books for the Grantee any cash dividends paid with respect to such Shares of Restricted Stock while they are so held, and such dividends shall be paid to Grantee if and when Grantee's rights vest at the end of the Period of Restriction. The Company will pay the cash dividends to the Grantee as soon as practical after each Vesting Date. Any dividends credited to Grantee's non-interest bearing account shall be forfeited in the event the Restricted Stock is forfeited.
|
iii.
|
In the event of a Share Change (as defined in Section 4.4(a) of the Plan), the number and class of Shares or other securities that Grantee shall be entitled to, and shall hold, pursuant to this Agreement shall be appropriately adjusted or changed to reflect the Share Change, provided that any such additional Shares or additional or different shares or securities shall remain subject to the restrictions in this Agreement.
|
iv.
|
Grantee represents and warrants that he or she is acquiring the Restricted Stock for investment purposes only, and not with a view to distribution thereof. Grantee is aware that the Restricted Stock may not be registered under United States ("U.S") federal or any state or foreign securities laws and that in that event, in addition to the other restrictions on the Shares, they will not be able to be transferred unless an exemption from registration is available or the Shares are registered. By making this award of Restricted Stock, the Company is not undertaking any obligation to register the Restricted Stock under any federal, state or foreign securities laws.
|
(c)
|
No Right to Continued Employment or Additional Grants.
Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon Grantee any right with respect to continuance of employment by the Company or the Employer, nor shall this Agreement or the Plan interfere in any way with the right of the Employer to terminate Grantee’s employment at any time. The Plan may be terminated at any time, and even if the Plan is not terminated, Grantee shall not be entitled to any additional awards under the Plan.
|
(d)
|
Responsibility for Taxes.
|
i.
|
Grantee acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee (“Tax-Related Items”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock, including, but not limited to, the grant or vesting of the Restricted Stock, the subsequent sale of Shares acquired due to applicable restrictions on the Restricted Stock having lapsed and the receipt or payment of any dividends and (2) do not commit to and is under no obligation to structure the terms of the grant or any aspect of the Restricted Stock to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
ii.
|
Grantee shall have the right to make such elections under the Code as are available in connection with this award of Restricted Stock. The Company and Grantee agree to report the value of the Restricted Stock in a consistent manner for U.S. federal income tax purposes.
|
iii.
|
Prior to any relevant taxable or tax withholding event, as applicable, Grantee agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items.
|
iv.
|
In this regard, Grantee authorizes the Company, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
|
v.
|
Depending on the withholding method and subject to Section 17.2 of the Plan, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.
|
vi.
|
Grantee agrees to pay to the Company or the Employer, including through withholding from Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Grantee fails to comply with Grantee’s obligations in connection with the Tax-Related Items.
|
(e)
|
No Advice Regarding Grant.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying Shares of Common Stock. Grantee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
|
(f)
|
Governing Law and Venue.
Except with respect to Exhibit B, the Restricted Stock grant and the provisions of this Agreement and the validity, interpretation, construction and performance of same shall be governed by, and subject to, the laws of the State of Delaware, without regard to its conflict of law provisions. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Restricted Stock or this Agreement, shall be brought and heard exclusively in the U.S. District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or
|
(g)
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the Restricted Stock and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
(h)
|
Severability.
The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
(i)
|
Waiver.
Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Grantee.
|
(j)
|
Pronouns; Including.
Wherever appropriate in this Agreement, personal pronouns shall be deemed to include the other genders and the singular to include the plural. Wherever used in this Agreement, the term "including" means "including, without limitation."
|
(k)
|
Successors in Interest.
This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, whether by merger, consolidation, reorganization, sale of assets, or otherwise. This Agreement shall inure to the benefit of Grantee’s legal representatives. All obligations imposed upon Grantee and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon Grantee’s heirs, executors, administrators, and successors.
|
(l)
|
Interpretation.
The Committee shall have the sole and absolute authority with respect to the interpretation, construction, or application of this Agreement. Any determination made hereunder shall be final, binding, and conclusive on Grantee and the Company for all purposes.
|
(m)
|
Integration.
This Agreement, along with any Exhibit hereto, encompasses the entire agreement of the parties related to the subject matter of this Agreement, and supersedes all previous understandings and agreements between them, whether oral or written, except as otherwise described specifically in Exhibit B. The parties hereby acknowledge and represent, that they have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement.
|
(n)
|
Grantee Bound by the Plan.
Grantee hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan, and agrees to be bound by all the terms and provisions thereof.
|
(o)
|
Insider Trading/Market Abuse Restrictions.
Grantee may be subject to insider trading restriction and/or market abuse laws, which may affect Grantee's ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock) under the Plan during such times as Grantee is considered to have "inside information" regarding the Company. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Grantee is responsible for ensuring Grantee's own compliance with any applicable restrictions and is advised to speak with his or her personal legal advisor on this matter.
|
(p)
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or any third party designated by the Company. By Grantee’s electronic signature and the electronic signature of the Company's representative,
|
Grantee Level
|
Ownership Multiple of
Annual Base Salary
|
Retention Requirement
Percentage
|
0
|
4
|
50%
|
1
|
3
|
40%
|
2
|
2
|
35%
|
3
|
1
|
30%
|
4 or 5
|
0.5
|
20%
|
6 or 7
|
0
|
0
|
1.
|
Definitions.
|
(a)
|
“Confidential Information”
“Confidential Information” means the following:
|
i.
|
data and information relating to the Company’s Business (as defined herein); which is disclosed to Grantee or of which Grantee became aware of as a consequence of Grantee's relationship with the Company; has value to the Company; is not generally known to the competitors of the Company; and which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information. For purposes of the Confidentiality, Inventions, Non-Solicitation and Non-Competition Provisions (the "Confidentiality Provisions"), subject to the foregoing, and according to terminology commonly used by the Company, the Company’s Confidential Information shall include, but not be limited to, information pertaining to: (1) business opportunities; (2) data and compilations of data relating to the Company’s Business; (3) compilations of information about, and communications and agreements with, customers and potential customers of the Company; (4) computer software, hardware, network and internet technology utilized, modified or enhanced by the Company or by Grantee in furtherance of Grantee’s duties with the Company; (5) compilations of data concerning Company products, services, customers, and end users including but not limited to compilations concerning projected sales, new project timelines, inventory reports, sales, and cost and expense reports; (6) compilations of information about the Company’s employees and independent contracting consultants; (7) the Company’s financial information, including, without limitation, amounts charged to customers and amounts charged to the Company by its vendors, suppliers, and service providers; (8) proposals submitted to the Company’s customers, potential customers, wholesalers, distributors, vendors, suppliers and service providers; (9) the Company’s marketing strategies and compilations of marketing data; (10) compilations of data or information concerning, and communications and agreements with, vendors, suppliers and licensors to the Company and other sources of technology, products, services or components used in the Company’s Business; (11) any information concerning services requested and services performed on behalf of customers of the Company, including planned products or services; and (12) the Company’s research and development records and data. Confidential Information also includes any summary, extract or analysis of such information together with information that has been received or disclosed to the Company by any third party as to which the Company has an obligation to treat as confidential.
|
ii.
|
Confidential Information shall not include:
|
(b)
|
“Trade Secrets”
has the meaning set forth under Georgia law, O.C.G.A. §§ 10-1-760,et seq.
|
(c)
|
“Customers”
means those entities and/or individuals which, within the two-year period preceding the Date of Termination (as that term is defined in the Restricted Stock Award Agreement): (i) Grantee had material contact on behalf of the Company; (ii) about whom Grantee acquired, directly or indirectly, Confidential Information or Trade Secrets as a result of his/her employment with the Company; and/or (iii) Grantee exercised oversight or responsibility of subordinates who engaged in Material Contact on behalf of the Company. Additionally, "Customers" references only those entities and/or individuals with whom the Company currently has a business relationship, or with whom it expended resources to have or resume the same during the two-year period referenced herein.
|
(d)
|
"Company"
means Acuity Brands, Inc., along with its Subsidiaries or other Affiliates.
|
(e)
|
“Company’s Business”
means the design, manufacture, installation, servicing, and/or sale of one or more of the following and any related products and/or services: lighting fixtures and systems; lighting control components and systems (including but not limited to dimmers, switches, relays, programmable lighting controllers, sensors, timers, and range extenders for lighting and energy management and other purposes); building management and/or control systems; commercial building lighting controls; intelligent building automation and energy management technologies, products, software and solutions with respect to HVAC systems and HVAC controls and sensors; motorized shading and blind controls; building security and access control and monitoring for fire and life safety; emergency lighting fixtures and systems (including but not limited to exit signs, emergency light units, inverters, back-up power battery packs, and combinations thereof); battery powered and/or photovoltaic lighting fixtures; electric lighting track units; hardware for mounting and hanging electrical lighting fixtures; aluminum, steel and fiberglass fixture poles for electric lighting; light fixture lenses; sound and electromagnetic wave receivers and transmitters; flexible and modular wiring systems and components (namely, flexible branch circuits, attachment plugs, receptacles, connectors and fittings); LED drivers and other power supplies; daylighting systems including but not limited to prismatic skylighting and related controls; organic LED products and technology; medical and patient care lighting devices and systems; indoor positioning products and technology; sensor based information networks; and any wired or wireless communications and monitoring hardware or software related to any of the above. This shall not include any product or service of the Company if the Company is no longer in the business of providing such product or service to its customers at the relevant time of enforcement.
|
(f)
|
“Employee Services”
shall mean the duties and services of the type conducted, authorized, offered, or provided by Grantee in his/her capacity as an Employee on behalf of the Company within twelve (12) months prior to the Date of Termination.
|
(g)
|
“Territory”
means the United States. Grantee acknowledges that the Company is licensed to do business and in fact does business in all fifty states in the United States. Grantee further acknowledges that the services she/he has performed on behalf of the Company are at a senior level and are not limited in their territorial scope to any particular city, state, or region, but instead affect the Company's activity within the entire United States. Specifically, Grantee provides Employee Services on the Company's behalf throughout the United States, meets with Company agents and distributors, develops products and/or contacts throughout the country, and otherwise engages in his/her work on behalf of the Company on a national level. Accordingly, Grantee agrees that these restrictions are reasonable and necessary to protect the Confidential Information, trade secrets, business relationships, and goodwill of the Company.
|
(h)
|
“Material Contact”
shall have the meaning set forth in O.C.G.A. § 13-8-51(10), which includes contact between an employee and each Customer or potential Customer: with whom or which Grantee dealt on behalf of the Company; whose dealings with the Company were coordinated or supervised by Grantee; about whom Grantee obtained confidential information in the ordinary course of business as a result of such employee's association with the Company; and/or who receives products or services authorized by the Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for Grantee within two years prior to the date of the Date of Termination.
|
(i)
|
“Termination for Cause” or “Terminated for Cause”
shall mean the involuntary termination of Grantee by the Company for the following reasons:
|
i.
|
If termination shall have been the result of an act or acts by Grantee which constitute a felony or any crime involving dishonesty, theft, fraud or moral turpitude;
|
ii.
|
If termination shall have been the result of an act or acts by Grantee which are determined, in the good faith judgment of the Company, to be in violation of written policies of the Company;
|
iii.
|
If termination shall have been the result of an act or acts of dishonesty by Grantee resulting or intended to result directly or indirectly in gain or personal enrichment to Grantee at the expense of the Company;
|
iv.
|
Upon the willful and continued failure by Grantee to substantially perform the duties assigned to Grantee (other than any such failure resulting from incapacity due to mental or physical illness constituting a Disability), after a demand in writing for substantial performance of such duties is delivered by the Company, which demand specifically identifies the manner in which the Company believes that Grantee has not substantially performed his or her duties; or
|
v.
|
If termination shall have been the result of the unauthorized disclosure by Grantee of the Company's Confidential Information or violation of any other provision of the Confidentiality Provisions.
|
(j)
|
“Inventions” and “Works For Hire.”
The term “Invention” means contributions, discoveries, improvements and ideas and works of authorship, whether or not patentable or copyrightable, and: (i) which relate directly to the business of the Company, or (ii) which result from any work performed by Grantee or by Grantee’s fellow employees for the Company, or (iii) for which equipment, supplies, facilities, Confidential Information or Trade Secrets of the Company are used, or (iv) which is developed on the Company’s time. The term “Works For Hire” (“Works”) means all documents, programs, software, creative works and other expressions and information in any tangible medium created, in whole or in part, by Grantee during the period of and relating to his/her employment with the Company, whether copyrightable or otherwise protectable, other than Inventions.
|
2.
|
Confidentiality, Inventions, Non-Solicitation and Non-Competition.
|
(a)
|
Purpose and Reasonableness of Provisions.
Grantee acknowledges that, during the term of his/her employment with the Company and after the Date of Termination, the Company has furnished and may continue to furnish to Grantee Trade Secrets and Confidential Information, which, if used by Grantee on behalf of, or disclosed to, a competitor of the Company or other person, could cause substantial detriment to the Company. Moreover, the parties recognize that Grantee, during the term of his/her employment with the Company, has developed important relationships with customers, sales agents, and others having valuable business relationships with the Company, and that these relationships may continue to develop after the Date of Termination. In view of the foregoing, Grantee acknowledges and agrees that the restrictive covenants contained in this Section 2 are reasonably necessary to protect the Company's legitimate business interests, Confidential Information, and good will.
|
(b)
|
Trade Secrets and Confidential Information.
Grantee agrees that he/she shall protect the Company's Trade Secrets (as defined in Section 1(b) above) and Confidential Information (as defined in Section 1(a) above) and shall not disclose to any person or entity, or otherwise use or disseminate, except in connection with the performance of his/her duties for the Company, any Trade Secrets or Confidential Information. However, Grantee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Grantee will promptly notify the Company of such order or subpoena to provide it an opportunity to protect its interests. Grantee’s obligations under this Section 2(b) have applied throughout his/her active employment, shall continue after the Date of Termination, and shall survive any expiration or termination of the Confidentiality Provisions, so long as the information or material remains Confidential Information or a Trade Secret, as applicable.
|
(c)
|
Return of Property.
On or before the Date of Termination, Grantee agrees to deliver promptly to the Company all files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents (including all such data and documents in electronic form) of the Company, supplied to or created by him/her in connection with his/her employment hereunder (including all copies of the foregoing) in his/her possession or control, and all of the Company’s equipment and other materials in his/her possession or control. Grantee further agrees and covenants not to retain any such property and to permanently delete such information residing in electronic format to the best of his/her ability and not to attempt to retrieve it. Grantee’s obligations under this Section 2(c) shall survive any expiration or termination of the Confidentiality Provisions.
|
(d)
|
Inventions.
Except to the extent prohibited by state and local laws, Grantee does hereby assign to the Company the entire right, title and interest in any Invention which is or was made or conceived, either solely or jointly with others, during his/her employment with the Company, including after the Date of Termination. Grantee attests that he/she has disclosed (or promptly will disclose, if after the Date of Termination) to the Company all such Inventions. Grantee will, if requested, promptly execute and deliver to the Company a specific assignment of title for any such Invention and will at the expense of the Company, take all reasonably required action by the Company to patent, copyright or otherwise protect the Invention. If Grantee is a resident of the State of California as of the Grant Date, then this Section 2(d) shall not apply to any Invention that qualifies fully as a nonassignable invention under Section 2870 of the California Labor Code.
|
(e)
|
Non-Competition
. Except as otherwise provided in Section 12 below, in the event that Grantee,
|
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),
|
(f)
|
Non-Solicitation of Customers.
Grantee acknowledges and agrees that during his/her employment, and for twenty-four (24) months after the Date of Termination, Grantee has not and will not directly or indirectly solicit Customers (as defined in Paragraph 1(c) above) with whom he/she had Material Contact (as defined in 1(g) above) for the purpose of providing goods and/or services competitive with the Company’s Business.
|
(g)
|
Non-Solicitation of Employees and Agents.
Grantee acknowledges and agrees that during his/her employment, and for a period of twenty-four (24) months after the Date of Termination, Grantee has not and
|
(h)
|
Non-Solicitation of Sales Agents
. Grantee acknowledges and agrees that during his/her employment, and for a period of twenty-four (24) months after the Date of Termination, Grantee has not and will not, directly or indirectly, whether on behalf of the Grantee or others, solicit any of the Company's Sales Agents for the purpose of disrupting their relationship with the Company and/or selling and/or facilitating the sale of products competitive with the Company's Business. For purposes of this Section 2, a "Sales Agent” is any third-party agency, and/or its representatives, with which or whom the Company has contracted for the purpose of facilitating the sale of the Company's products during the last twenty-four (24) months of Grantee's employment with the Company.
|
(i)
|
Injunctive Relief.
Grantee acknowledges that if he/she breaches or threatens to breach any of the provisions of this Section 2, his/her actions may cause irreparable harm and damage to the Company which could not be compensated in damages. Accordingly, if Grantee breaches or threatens to breach any of the provisions of this Section 2, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies the Company may have. The existence of any claim or cause of action by Grantee against the Company, whether predicated on the Confidentiality Provisions or otherwise, shall not constitute a defense to the enforcement by the Company of Grantee’s agreements under this Section 2.
|
3.
|
Contract Non-Assignable by Grantee.
The parties acknowledge that the Confidentiality Provisions has been entered into due to, among other things, the special skills and knowledge of Grantee, and agree that the Confidentiality Provisions may not be assigned or transferred by Grantee.
|
4.
|
Notices.
All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or seven days after mailing if mailed first class, postage prepaid, addressed as follows:
|
5.
|
Provisions Severable.
If any provision or covenant, or any part thereof, contained in the Confidentiality Provisions is held by any court to be invalid, illegal, or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, in the Confidentiality Provisions, all of which shall remain in full force and effect. Each and every provision, paragraph and subparagraph of Section 2 above is severable from the other provisions, paragraphs and subparagraphs and constitutes a separate and distinct covenant.
|
6.
|
Waiver
. Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of the Confidentiality Provisions shall not be deemed a waiver or relinquishment of any right granted in the Confidentiality Provisions or the future performance of any such term or condition or of any other term or condition of the Confidentiality Provisions, unless such waiver is contained in a writing signed by the party making the waiver.
|
7.
|
Amendments and Modifications.
The Confidentiality Provisions and any Exhibit hereto may be amended or modified only by a writing signed by both parties hereto, which makes specific reference to the Confidentiality Provisions. However, this Section does not affect a court of competent jurisdiction or arbitrator's ability to modify the Confidentiality Provisions pursuant to O.C.G.A. §§ 13-8-51(11); 53(d); or 54 in the event that either party initiates legal proceedings that relate in any way to the Confidentiality Provisions, including any action brought by either party seeking to enforce any provision set forth herein.
|
8.
|
Governing Law and Venue
. The validity and effect of the Confidentiality Provisions shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of law provisions. Any and all disputes relating to, concerning or arising from the Confidentiality Provisions, or relating to, concerning or arising from the relationship between the parties evidenced by the Confidentiality Provisions, shall be brought and heard exclusively in the U.S. District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
|
9.
|
Legal Fees.
Each party shall pay its own legal fees and other expenses associated with any dispute under the Confidentiality Provisions or any Exhibit hereto.
|
10.
|
Tender Back Provision.
If, in the context of a lawsuit involving Grantee or any other person or entity arguing on Grantee’s behalf, any court determines that any provisions of Section 2 are void, invalid, illegal, or otherwise unenforceable, Grantee shall be required to immediately return to the Company 70% of all monies paid out under Paragraph 2 of the Restricted Stock Award Agreement, or to return 70% of any unsold shares the Grantee still owns of such Restricted Stock awarded under Paragraph 2 of the Restricted Stock Award Agreement. For purposes of this section, the amount to be paid back shall be determined by ascertaining the value and amount the share(s) sold for at the time that the Grantee actually sold such share(s).
|
11.
|
Tolling Period.
If Grantee is found by a court to have violated any restriction in Section 2 of the Confidentiality Provisions, he/she agrees that the time period for such restriction shall be extended by one day for each day that he/she is found to have violated the restriction, up to a maximum of 18 months.
|
12.
|
Exclusions.
The restrictions set forth in Section 2(e) (Non-Competition), Section 2(f) (Non-Solicitation of Customers) and Section 2(h) (Non-Solicitation of Sales Agents) shall not apply where prohibited by state or local law.
|
Grantee :
/$ParticipantName$/
|
Grant Type :
/$GrantType$/
|
Grant ID :
/$GrantID$/
|
Grant Date :
/$GrantDate$/
|
Award Amount :
/$AwardsGranted$/
|
Vest Schedule :
/$VestingDescription$/
|
Grantee Level :
/$UserCode2$/
|
Accept By Date :
/$AcceptByDate$/
|
1.
|
Incorporation by Reference, Etc.
The provisions of the Plan are hereby incorporated by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Grantee and the Grantee’s legal representative with respect to any questions arising under the Plan or this Agreement.
|
2.
|
Grant of Restricted Stock Unit Award.
The Committee, on behalf of the Company, hereby grants to the Grantee, effective as of the Grant Date, RSUs equal to the Award Amount set forth above, on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.
|
3.
|
Terms and Conditions.
|
(a)
|
Restrictions
|
i.
|
This award of RSUs is conditioned upon Grantee’s acceptance of the terms of this Agreement, as evidenced by Grantee’s execution of this Agreement or by Grantee’s electronic acceptance of this Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely accepted by execution or by such electronic means, the award of RSUs may be cancelled by the Committee.
|
ii.
|
Except for death, Disability or Change in Control as set forth below, if Grantee remains employed by the Company, a Subsidiary or Affiliate, the RSUs shall vest pursuant to the schedule set forth above. For purposes of this Agreement, providing active services as an Employee or as a member of the Board of Directors of the Company shall be considered employment.
|
iii.
|
If prior to the date on which the RSUs vest and the restrictions with respect to the RSUs lapse (the "Vesting Date"), (i) Grantee dies while actively employed by the Company, or (ii) Grantee has his or her employment terminated by reason of Disability, any RSUs shall become fully vested and nonforfeitable as of the date of Grantee’s death or Disability. The Company shall transfer the Shares to be issued upon the vesting of the RSUs as a result of Grantee’s death or Disability, free and clear of any restrictions imposed by this Agreement (except for Section 3(a)(viii)) to Grantee (or, in the event of death, to Grantee's heirs, subject to the applicable laws of descent and distribution) as soon as practical after his or her date of death or termination for Disability.
|
iv.
|
Except for death or Disability as provided above, or except as otherwise provided in a severance agreement with Grantee, if Grantee terminates his or her employment or if the Company or if different, the Subsidiary or Affiliate employing the Grantee (the "Employer") terminates Grantee prior to the Vesting Date (even in the case of unfair dismissal and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee's employment agreement, if any) the Grantee expressly acknowledges that the RSUs shall cease to vest further, the unvested RSUs shall be immediately forfeited, and Grantee shall only be entitled to the Shares issued as a result of RSUs that had vested prior to the date of termination. “Date of Termination”
means the last day of active employment of the Grantee with the Employer. For greater certainty, the Date of Termination of the Grantee shall be deemed to be the date on which the notice of termination of employment provided is stated to be effective (in the case of alleged constructive dismissal the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any notice or other period following such date during which the Grantee is in receipt of, or eligible to receive, statutory, contractual or common law notice of termination or any compensation in lieu of such notice or severance pay. The Board or the Committee shall have the exclusive discretion to determine when Grantee is no longer actively providing services for purposes of the RSU grant (including whether Grantee may still be considered to be providing services while on a leave of absence).
|
v.
|
No Shares shall be issued to Grantee prior to the Vesting Date. After any RSUs vest, and subject to the Company’s Incentive-Based Compensation Recoupment Policy (described below), the Company shall promptly cause Shares to be issued to an unrestricted account in the name of the Grantee as soon as practical after each Vesting Date, in payment of such vested RSUs. In addition, the Company will cause to be paid in cash the Dividend Equivalents (described below) attributed to the Shares issued as a result of the vesting of the RSUs, as soon as practical after the Vesting Date.
|
vi.
|
In exchange for receipt of consideration in the form of the RSU award pursuant to this Agreement and other good and valuable consideration, Grantee agrees that he/she shall comply with the confidentiality, inventions, non-solicitation and non-competition provisions attached hereto as Exhibit C.
|
vii.
|
Notwithstanding the other provisions of this Agreement, in the event of a Change in Control prior to the Vesting Date, all RSUs shall become fully vested and nonforfeitable as of the date of the Change in Control. The Company shall transfer the Shares to be issued upon the vesting of the RSUs pursuant to this provision to an unrestricted account in the name of the Grantee as soon as practical after the date of the Change in Control.
|
viii.
|
All awards of RSUs designated as "performance-based compensation" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), whether unvested or vested, shall be subject to the Company`s Incentive-Based Compensation Recoupment Policy (the "Recoupment Policy"), such that any award that was made to a Grantee, who is deemed a "Covered Employee" under the Recoupment Policy, within the three (3) year period preceding the date on which the Company announces that it will prepare an accounting restatement under the Recoupment Policy shall be subject to deduction, clawback or forfeiture, as applicable.
|
ix.
|
The RSUs may not be sold, assigned, transferred, pledged, or otherwise encumbered prior to the Vesting Date.
|
(b)
|
Stock; Dividends; Voting
|
i.
|
The RSUs granted pursuant to this Agreement do not and shall not entitle the Grantee to any rights of a shareholder of the Company’s Common Stock. The rights of the Grantee with respect to the RSUs shall remain forfeitable at all times prior to the Vesting Date.
|
ii.
|
During the period that the Grantee holds RSUs granted pursuant to this Agreement, the Company shall credit to a non-interest bearing account on its books for Grantee, on each date that the Company pays a cash dividend to holders of its Common Stock, an amount equal to the United States ("U.S.") Dollar amount paid per Share of the Company’s Common Stock that is subject to this Agreement and that has not vested (the “Dividend Equivalents”). The Company will cause to be paid in cash the Dividend Equivalents attributed to the RSUs as soon as practical after each Vesting Date.
The Dividend Equivalents credited to Grantee’s non-interest bearing account shall be forfeited in the event that the RSUs are forfeited.
|
iii.
|
In the event of a Share Change (as defined in Section 4.4(a) of the Plan), the number and class of Shares or other securities that Grantee shall be entitled to, and shall hold, pursuant to this Agreement shall be appropriately adjusted or changed to reflect the Share Change, provided that any such additional Shares or additional or different shares or securities shall remain subject to the restrictions in this Agreement.
|
iv.
|
Grantee represents and warrants that he or she is acquiring the RSUs for investment purposes only, and not with a view to distribution thereof. Grantee is aware that the RSUs may not be registered under U.S. federal or any state securities laws and that in that event, in addition to the other restrictions on the Shares, they will not be able to be transferred unless an exemption from registration is available or the Shares are registered. By making this award of RSUs, the Company is not undertaking any obligation to register the Shares under any federal or state securities laws.
|
(c)
|
Nature of Grant.
In accepting the grant, Grantee acknowledges, understands and agree that:
|
i.
|
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
ii.
|
the grant of RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
|
iii.
|
all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
|
iv.
|
the RSU grant and Grantee’s participation in the Plan shall not create a right to employment or be interpreted as forming or amending an employment or services contract with the Company and shall not interfere with the ability of the Employer to terminate Grantee’s employment or service relationship (if any);
|
v.
|
Grantee is voluntarily participating in the Plan;
|
vi.
|
the RSUs and the Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or compensation;
|
vii.
|
the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any purposes including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
|
viii.
|
the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
|
ix.
|
no claim or entitlement to compensation or damages shall arise from any loss of any right or benefit, or prospective right or benefit, including the forfeiture of RSUs resulting from the termination of Grantee's employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Grantee is employed or the terms of Grantee’s employment agreement, if any), and in consideration of the grant of RSUs, Grantee agrees not to institute any claim against the Company;
|
x.
|
unless otherwise agreed with the Company, the RSUs and Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service Grantee may provide as a director of a Subsidiary of the Company; and
|
xi.
|
the Company shall not be liable for any foreign exchange rate fluctuation between Grantee’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due to Grantee pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
|
(d)
|
Responsibility for Taxes.
|
i.
|
Grantee acknowledges that, regardless of any action taken by the Company or the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Grantee’s participation in the Plan and legally applicable to Grantee (“Tax-Related Items”), is and remains Grantee’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Grantee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs or the Dividend Equivalents, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt or payment of any dividends and/or any Dividend Equivalents and (2) do not commit to and is under no obligation to structure the terms of the grant or any aspect of the RSUs or the Dividend Equivalents to reduce or eliminate Grantee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Grantee is subject to Tax-Related Items in more than one jurisdiction, Grantee acknowledges that the Company and/or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
ii.
|
Prior to any relevant taxable or tax withholding event, as applicable, Grantee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.
|
iii.
|
In this regard, Grantee authorizes the Company, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
|
iv.
|
Depending on the withholding method and subject to Section 17.2 of the Plan, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Grantee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Grantee is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
|
v.
|
Finally, Grantee agrees to pay to the Company or the Employer, including through withholding from Grantee’s wages or other cash compensation paid to Grantee by the Company and/or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Grantee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Grantee fails to comply with Grantee’s obligations in connection with the Tax-Related Items.
|
vi.
|
Notwithstanding anything in this Section 3(d) to the contrary, for U.S. taxpayer Grantees, to avoid a prohibited acceleration under Code Section 409A, if Shares subject to RSUs will be withheld (or sold on Grantee's behalf) to satisfy any-Tax Related Items arising prior to the date of settlement of the RSUs for any portion of the RSUs that is considered nonqualified deferred compensation subject to Code Section 409A, then the number of Shares withheld (or sold on Grantee's behalf) shall not exceed the number of Shares that equals the liability for Tax-Related Items.
|
(e)
|
Data Privacy.
|
(f)
|
No Advice Regarding Grant.
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Grantee’s participation in the Plan, or Grantee’s acquisition or sale of the underlying Shares of Common Stock. Grantee should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
|
(g)
|
Governing Law and Venue.
Except with respect to Exhibit C, the RSU grant and the provisions of this Agreement and the validity, interpretation, construction and performance of same shall be governed by, and subject to, the laws of the State of Delaware, without regard to its conflict of law provisions. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the RSUs or this Agreement, shall be brought and heard exclusively in the U.S. District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
|
(h)
|
Appendix
. Notwithstanding any provisions in this Agreement, the RSU grant shall be subject to any special terms and conditions set forth in any Appendix to this Agreement for Grantee’s country. Moreover, if Grantee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
|
(i)
|
Imposition of Other Requirements
. The Company reserves the right to impose other requirements on Grantee’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Grantee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
|
(j)
|
Severability.
The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
(k)
|
Waiver.
Grantee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Grantee.
|
(l)
|
Language.
If Grantee has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
|
(m)
|
Pronouns; Including.
Wherever appropriate in this Agreement, personal pronouns shall be deemed to include the other genders and the singular to include the plural. Wherever used in this Agreement, the term "including" means "including, without limitation."
|
(n)
|
Successors in Interest.
This Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns, whether by merger, consolidation, reorganization, sale of assets, or otherwise. This Agreement shall inure to the benefit of Grantee’s legal representatives. All obligations imposed upon Grantee and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon Grantee’s heirs, executors, administrators, and successors.
|
(o)
|
Interpretation.
The Committee shall have the sole and absolute authority with respect to the interpretation, construction, or application of this Agreement. Any determination made hereunder shall be final, binding, and conclusive on Grantee and the Company for all purposes.
|
(p)
|
Integration.
This Agreement, along with any Exhibit hereto, encompasses the entire agreement of the parties related to the subject matter of this Agreement, and supersedes all previous understandings and agreements between them, whether oral or written, except as otherwise described specifically in Exhibit C. The parties hereby acknowledge and represent, that they have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement.
|
(q)
|
Grantee Bound by the Plan.
Grantee hereby acknowledges receipt of a copy of the Plan and the prospectus for the Plan, and agrees to be bound by all the terms and provisions thereof.
|
(r)
|
Insider Trading/Market Abuse Restrictions.
Depending on Grantee's country, Grantee may be subject to insider trading restriction and/or market abuse laws, which may affect Grantee's ability to acquire or sell Shares or rights to Shares (e.g., RSUs) under the Plan during such times as Grantee is considered to have "inside information" regarding the Company (as defined by the laws in Grantee's country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Grantee is responsible for ensuring Grantee's own compliance with any applicable restrictions and is advised to speak with his or her personal legal advisor on this matter.
|
(s)
|
Electronic Delivery and Acceptance
. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or any third party designated by the Company. By Grantee’s electronic signature and the electronic signature of the Company's representative, Grantee and the Company agree that this RSU is granted under and governed by the terms and conditions of the Plan and this Agreement.
|
Grantee Level
|
Ownership Multiple of
Annual Base Salary
|
Retention Requirement
Percentage
|
0
|
4
|
50%
|
1
|
3
|
40%
|
2
|
2
|
35%
|
3
|
1
|
30%
|
4 or 5
|
0.5
|
20%
|
6 or 7
|
0
|
0
|
1.
|
Definitions.
|
(a)
|
“Confidential Information”
“Confidential Information” means the following:
|
i.
|
data and information relating to the Company’s Business (as defined herein); which is disclosed to Grantee or of which Grantee became aware of as a consequence of Grantee's relationship with the Company; has value to the Company; is not generally known to the competitors of the Company;
and
which includes trade secrets, methods of operation, names of customers, price lists, financial information and projections, route books, personnel data, and similar information. For purposes of the Confidentiality, Inventions, Non-Solicitation and Non-Competition Provisions (the "Confidentiality Provisions"), subject to the foregoing, and according to terminology commonly used by the Company, the Company’s Confidential Information shall include, but not be limited to, information pertaining to: (1) business opportunities; (2) data and compilations of data relating to the Company’s Business; (3) compilations of information about, and communications and agreements with, customers and potential customers of the Company; (4) computer software, hardware, network and internet technology utilized, modified or enhanced by the Company or by Grantee in furtherance of Grantee’s duties with the Company; (5) compilations of data concerning Company products, services, customers, and end users including but not limited to compilations concerning projected sales, new project timelines, inventory reports, sales, and cost and expense reports; (6) compilations of information about the Company’s employees and independent contracting consultants; (7) the Company’s financial information, including, without limitation, amounts charged to customers and amounts charged to the Company by its vendors, suppliers, and service providers; (8) proposals submitted to the Company’s customers, potential customers, wholesalers, distributors, vendors, suppliers and service providers; (9) the Company’s marketing strategies and compilations of marketing data; (10) compilations of data or information concerning, and communications and agreements with, vendors, suppliers and licensors to the Company and other sources of technology, products, services or components used in the Company’s Business; (11) any information concerning services requested and services performed on behalf of customers of the Company, including planned products or services; and (12) the Company’s research and development records and data. Confidential Information also includes any summary, extract or analysis of such information together with information that has been received or disclosed to the Company by any third party as to which the Company has an obligation to treat as confidential.
|
ii.
|
Confidential Information shall not include:
|
(b)
|
“Trade Secrets”
has the meaning set forth under Georgia law, O.C.G.A. §§ 10-1-760, et seq.
|
(c)
|
“
Customers
” means those entities and/or individuals which, within the two-year period preceding the Date of Termination (as that term is defined in Restricted Stock Unit Agreement): (i) Grantee had material contact on behalf of the Company; (ii) about whom Grantee acquired, directly or indirectly, Confidential Information
|
(d)
|
"Company"
means Acuity Brands, Inc., along with its Subsidiaries or other Affiliates.
|
(e)
|
“Company’s Business”
means the design, manufacture, installation, servicing, and/or sale of one or more of the following and any related products and/or services: lighting fixtures and systems; lighting control components and systems (including but not limited to dimmers, switches, relays, programmable lighting controllers, sensors, timers, and range extenders for lighting and energy management and other purposes); building management and/or control systems; commercial building lighting controls; intelligent building automation and energy management technologies, products, software and solutions with respect to HVAC systems and HVAC controls and sensors; motorized shading and blind controls; building security and access control and monitoring for fire and life safety; emergency lighting fixtures and systems (including but not limited to exit signs, emergency light units, inverters, back-up power battery packs, and combinations thereof); battery powered and/or photovoltaic lighting fixtures; electric lighting track units; hardware for mounting and hanging electrical lighting fixtures; aluminum, steel and fiberglass fixture poles for electric lighting; light fixture lenses; sound and electromagnetic wave receivers and transmitters; flexible and modular wiring systems and components (namely, flexible branch circuits, attachment plugs, receptacles, connectors and fittings); LED drivers and other power supplies; daylighting systems including but not limited to prismatic skylighting and related controls; organic LED products and technology; medical and patient care lighting devices and systems; indoor positioning products and technology; sensor based information networks; and any wired or wireless communications and monitoring hardware or software related to any of the above. This shall not include any product or service of the Company if the Company is no longer in the business of providing such product or service to its customers at the relevant time of enforcement.
|
(f)
|
“Employee Services”
shall mean the duties and services of the type conducted, authorized, offered, or provided by Grantee in his/her capacity as an Employee on behalf of the Company within twelve (12) months prior to the Date of Termination.
|
(g)
|
“Territory”
means the country in which Grantee is employed by the Company (the "Country"). Grantee acknowledges that the Company is licensed to do business in the Country and in fact does business in all states, territories, provinces and other parts of the Country. Grantee further acknowledges that the services she/he has performed on behalf of the Company are at a senior level and are not limited in their territorial scope to any particular city, state, or region, but instead affect the Company's activity within the Country. Specifically, Grantee provides Employee Services on the Company's behalf throughout the Country, meets with Company agents and distributors, develops products and/or contacts throughout the Country, and otherwise engages in his/her work on behalf of the Company on a national level. Accordingly, Grantee agrees that these restrictions are reasonable and necessary to protect the Confidential Information, trade secrets, business relationships, and goodwill of the Company.
|
(h)
|
“Material Contact”
shall have the meaning set forth in O.C.G.A. § 13-8-51(10), which includes contact between an employee and each Customer or potential Customer: with whom or which Grantee dealt on behalf of the Company; whose dealings with the Company were coordinated or supervised by Grantee; about whom Grantee obtained confidential information in the ordinary course of business as a result of such employee's association with the Company; and/or who receives products or services authorized by the Company, the sale or provision of which results or resulted in compensation, commissions, or earnings for Grantee within two years prior to the date of the Date of Termination.
|
(i)
|
“Termination for Cause” or “Terminated for Cause”
shall mean the involuntary termination of Grantee by the Company for the following reasons:
|
i.
|
If termination shall have been the result of an act or acts by Grantee which constitute an indictable offense, a felony or any crime involving dishonesty, theft, fraud or moral turpitude;
|
ii.
|
If termination shall have been the result of an act or acts by Grantee which are determined, in the good faith judgment of the Company, to be in violation of written policies of the Company;
|
iii.
|
If termination shall have been the result of an act or acts of dishonesty by Grantee resulting or intended to result directly or indirectly in gain or personal enrichment to Grantee at the expense of the Company;
|
iv.
|
Upon the willful and continued failure by Grantee to substantially perform the duties assigned to Grantee (other than any such failure resulting from incapacity due to mental or physical illness constituting a Disability), after a demand in writing for substantial performance of such duties is delivered by the Company, which demand specifically identifies the manner in which the Company believes that Grantee has not substantially performed his or her duties; or
|
v.
|
If termination shall have been the result of the unauthorized disclosure by Grantee of the Company's Confidential Information or violation of any other provision of the Confidentiality Provisions.
|
(j)
|
“Inventions” and “Works For Hire.”
The term “Invention” means contributions, discoveries, improvements and ideas and works of authorship, whether or not patentable or copyrightable, and: (i) which relate directly to the business of the Company, or (ii) which result from any work performed by Grantee or by Grantee’s fellow employees for the Company, or (iii) for which equipment, supplies, facilities, Confidential Information or Trade Secrets of the Company are used, or (iv) which is developed on the Company’s time. The term “Works For Hire” (“Works”) means all documents, programs, software, creative works and other expressions and information in any tangible medium created, in whole or in part, by Grantee during the period of and relating to his/her employment with the Company, whether copyrightable or otherwise protectable, other than Inventions.
|
2.
|
Confidentiality, Inventions, Non-Solicitation and Non-Competition.
|
(a)
|
Purpose and Reasonableness of Provisions.
Grantee acknowledges that, during the term of his/her employment with the Company and after the Date of Termination, the Company has furnished and may continue to furnish to Grantee Trade Secrets and Confidential Information, which, if used by Grantee on behalf of, or disclosed to, a competitor of the Company or other person, could cause substantial detriment to the Company. Moreover, the parties recognize that Grantee, during the term of his/her employment with the Company, has developed important relationships with customers, agents, and others having valuable business relationships with the Company, and that these relationships may continue to develop after the Date of Termination. In view of the foregoing, Grantee acknowledges and agrees that the restrictive covenants contained in this Section 2 are reasonably necessary to protect the Company's legitimate business interests, Confidential Information, and good will.
|
(b)
|
Trade Secrets and Confidential Information.
Grantee agrees that he/she shall protect the Company's Trade Secrets (as defined in Section 1(b) above) and Confidential Information (as defined in Section 1(a) above) and shall not disclose to any person or entity, or otherwise use or disseminate, except in connection with the performance of his/her duties for the Company, any Trade Secrets or Confidential Information. However, Grantee may make disclosures required by a valid order or subpoena issued by a court or administrative agency of competent jurisdiction, in which event Grantee will promptly notify the Company of such order or subpoena to provide it an opportunity to protect its interests. Grantee’s obligations under this Section 2(b) have applied throughout his/her active employment, shall continue after the Date of Termination, and shall survive any expiration or termination of the Confidentiality Provisions, so long as the information or material remains Confidential Information or a Trade Secret, as applicable.
|
(c)
|
Return of Property.
On or before the Date of Termination, Grantee agrees to deliver promptly to the Company all files, customer lists, management reports, memoranda, research, Company forms, financial data and reports and other documents (including all such data and documents in electronic form) of the Company, supplied to or created by him/her in connection with his/her employment hereunder (including all copies of the foregoing) in his/her possession or control, and all of the Company’s equipment and other materials in his/her possession or control. Grantee further agrees and covenants not to retain any such property and to permanently delete such information residing in electronic format to the best of his/her ability and not to attempt to retrieve it. Grantee’s obligations under this Section 2(c) shall survive any expiration or termination of the Confidentiality Provisions.
|
(d)
|
Inventions.
Grantee does hereby assign to the Company the entire right, title and interest in any Invention which is or was made or conceived, either solely or jointly with others, during his/her employment with the Company, including after the Date of Termination. Grantee attests that he/she has disclosed (or promptly will disclose, if after the Date of Termination) to the Company all such Inventions. Grantee will, if requested, promptly execute and deliver to the Company a specific assignment of title for any such Invention and will at the expense of the Company, take all reasonably required action by the Company to patent, copyright or otherwise protect the Invention.
|
(e)
|
Non-Competition.
In the event that Grantee,
|
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).
|
(f)
|
Non-Solicitation of Customers.
Grantee acknowledges and agrees that during his/her employment, and for twenty-four (24) months after the Date of Termination, Grantee has not and will not directly or indirectly solicit Customers (as defined in Paragraph 1(c) above) with whom he/she had Material Contact (as defined in 1(g) above) for the purpose of providing goods and/or services competitive with the Company’s Business.
|
(g)
|
Non-Solicitation of Employees and Agents.
Grantee acknowledges and agrees that during his/her employment, and for a period of twenty-four (24) months after the Date of Termination, Grantee has not and will not, directly or indirectly, whether on behalf of the Grantee or others, solicit, lure or attempt to hire away any of the Company's employees or agents.
|
(h)
|
Non-Solicitation of Sales Agents
. Grantee acknowledges and agrees that during his/her employment, and for a period of twenty-four (24) months after the Date of Termination, Grantee has not and will not, directly or indirectly, whether on behalf of the Grantee or others, solicit any of the Company's Sales Agents for the purpose of disrupting their relationship with the Company and/or selling and/or facilitating the sale of products competitive with the Company's Business. For purposes of this Section 2, a ‘Sales Agent” is any third-party agency, and/or its representatives, with which or whom the Company has contracted for the purpose of
|
(i)
|
Injunctive Relief.
Grantee acknowledges that if he/she breaches or threatens to breach any of the provisions of this Section 2, his/her actions may cause irreparable harm and damage to the Company which could not be compensated in damages. Accordingly, if Grantee breaches or threatens to breach any of the provisions of this Section 2, the Company shall be entitled to seek injunctive relief, in addition to any other rights or remedies the Company may have. The existence of any claim or cause of action by Grantee against the Company, whether predicated on the Confidentiality Provisions or otherwise, shall not constitute a defense to the enforcement by the Company of Grantee’s agreements under this Section 2.
|
3.
|
Contract Non-Assignable by Grantee.
The parties acknowledge that the Confidentiality Provisions have been entered into due to, among other things, the special skills and knowledge of Grantee, and agree that the Confidentiality Provisions may not be assigned or transferred by Grantee.
|
4.
|
Notices.
All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or seven days after mailing if mailed first class, certified mail, postage prepaid, addressed as follows:
|
5.
|
Provisions Severable.
If any provision or covenant, or any part thereof, contained in the Confidentiality Provisions is held by any court to be invalid, illegal, or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, in the Confidentiality Provisions, all of which shall remain in full force and effect. Each and every provision, paragraph and subparagraph of Section 2 above is severable from the other provisions, paragraphs and subparagraphs and constitutes a separate and distinct covenant.
|
6.
|
Waiver.
Failure of either party to insist, in one or more instances, on performance by the other in strict accordance with the terms and conditions of the Confidentiality Provisions shall not be deemed a waiver or relinquishment of any right granted in the Confidentiality Provisions or the future performance of any such term or condition or of any other term or condition of the Confidentiality Provisions, unless such waiver is contained in a writing signed by the party making the waiver.
|
7.
|
Amendments and Modifications
. The Confidentiality Provisions and any Exhibit hereto may be amended or modified only by a writing signed by both parties hereto, which makes specific reference to the Confidentiality Provisions. However, this Section does not affect a court of competent jurisdiction or arbitrator`s ability to modify the Confidentiality Provisions, pursuant to O.C.G.A. §§ 13-8-51(11); 53(d); or 54 in the event that either party
|
8.
|
Governing Law and Venue
. The validity and effect of the Confidentiality Provisions shall be governed by and construed and enforced in accordance with the laws of the State of Georgia, United States of America, without regard to its conflict of law provisions. Any and all disputes relating to, concerning or arising from the Confidentiality Provisions, or relating to, concerning or arising from the relationship between the parties evidenced by the Confidentiality Provisions, shall be brought and heard exclusively in the U.S. District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
|
9.
|
Legal Fees
. Each party shall pay its own legal fees and other expenses associated with any dispute under the Confidentiality Provisions or any Exhibit hereto.
|
10.
|
Tender Back Provision
. If, in the context of a lawsuit involving Grantee or any other person or entity arguing on Grantee’s behalf, any court determines that any provisions of Section 2 are void, invalid, illegal, or otherwise unenforceable, Grantee shall be required to immediately return to the Company 70% of all monies paid out under Paragraph 2 of the Restricted Stock Unit Agreement, or to return 70% of any unsold shares the Grantee still owns of such RSUs awarded under Paragraph 2 of the Restricted Stock Unit Agreement. For purposes of this section, the amount to be paid back shall be determined by ascertaining the value and amount the share(s) sold for at the time that the Grantee actually sold such share(s). You acknowledge and agree that this covenant does not constitute a penalty clause.
|
11.
|
Tolling Period
. If Grantee is found by a court to have violated any restriction in Section 2 of the Confidentiality Provisions, he/she agrees that the time period for such restriction shall be extended by one day for each day that he/she is found to have violated the restriction, up to a maximum of 18 months.
|
12.
|
Language
. The parties acknowledge that they have requested and are satisfied that the Confidentiality Provisions and all related documents be in the English language.
|
Optionee :
/$ParticipantName$/
|
Grant Type :
/$GrantType$/
|
Grant ID :
/$GrantID$/
|
Grant Date :
/$GrantDate$/
|
Award Amount :
/$AwardsGranted$/
|
Option Price :
/$GrantPrice$/
|
Vest Schedule :
/$VestingDescription$/
|
Accept By Date :
/$AcceptByDate$/
|
1.
|
Incorporation by Reference, Etc
.
|
2.
|
Grant of Option
.
|
3.
|
Option Price
.
|
4.
|
Duration of Option
.
|
5.
|
Vesting and Exercisability of Option
.
|
6.
|
Manner of Exercise and Payment
.
|
7.
|
Termination of Employment
.
|
8.
|
Effect of Change in Control
.
|
9.
|
Transferability
.
|
10.
|
No Right to Continued Employment or Additional Grants
.
|
11.
|
Adjustments
.
|
12.
|
Withholding of Taxes
.
|
14.
|
Governing Law and Venue
.
|
15.
|
Imposition of Other Requirements
.
|
16.
|
Employee Bound by the Plan
.
|
17.
|
Modification of Agreement
.
|
18.
|
Severability
.
|
19.
|
Waiver
.
|
20.
|
Successors in Interest
.
|
21.
|
Resolution of Disputes
.
|
22.
|
Insider Trading/Market Abuse Restrictions
.
|
23.
|
Electronic Delivery and Acceptance
.
|
Optionee :
/$ParticipantName$/
|
Grant Type :
/$GrantType$/
|
Grant ID :
/$GrantID$/
|
Grant Date :
/$GrantDate$/
|
Award Amount :
/$AwardsGranted$/
|
Option Price :
/$GrantPrice$/
|
Vest Schedule :
/$VestingDescription$/
|
Accept By Date :
/$AcceptByDate$/
|
1.
|
Incorporation by Reference, Etc
.
|
2.
|
Grant of Option
.
|
3.
|
Option Price
.
|
4.
|
Duration of Option.
|
5.
|
Vesting and Exercisability of Option.
|
6.
|
Manner of Exercise and Payment.
|
7.
|
Termination of Employment.
|
8.
|
Effect of Change in Control.
|
9.
|
Transferability.
|
10.
|
No Right to Continued Employment or Additional Grants.
|
11.
|
Adjustments.
|
12.
|
Withholding of Taxes.
|
13.
|
No Advice Regarding Grant.
|
14.
|
Governing Law and Venue.
|
15.
|
Imposition of Other Requirements.
|
16.
|
Employee Bound by the Plan.
|
17.
|
Modification of Agreement.
|
18.
|
Severability.
|
19.
|
Waiver.
|
20.
|
Successors in Interest.
|
21.
|
Resolution of Disputes.
|
22.
|
Insider Trading/Market Abuse Restrictions.
|
23.
|
Electronic Delivery and Acceptance.
|
Subsidiary or Affiliate
|
Principal Location
|
State or Other Jurisdiction of
Incorporation or Organization
|
9313-3510 Quebec Inc.
|
Brossard, Quebec, Canada
|
Canada
|
AB BMS C.V.
|
Cayman Islands
|
Netherlands
|
AB Netherlands Holdings, LLC
|
Atlanta, Georgia
|
Delaware
|
AB Netherlands Holdings C.V.
|
Cayman Islands
|
Netherlands
|
ABL IP Holding LLC
|
Atlanta, Georgia
|
Georgia
|
Acuity Aviation, LLC
|
Atlanta, Georgia
|
Georgia
|
Acuity Brands BMS B.V.
|
Amsterdam, the Netherlands
|
Netherlands
|
Acuity Brands BMS, LLC
|
Atlanta, Georgia
|
Delaware
|
Acuity Brands Brasil Participacoes LTDA
|
Sao Paolo, Brazil
|
Brazil
|
Acuity Brands Insurance (Bermuda) Ltd.
|
Hamilton, Bermuda
|
Bermuda
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Acuity Brands Lighting, Inc.
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Atlanta, Georgia
|
Delaware
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Acuity Brands Lighting Canada, Inc.
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Markham, Ontario
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Canada
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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
|
Distech Controls, Inc.
|
Brossard, Quebec, Canada
|
Canada
|
Distech Controls Facility Solutions, Inc.
|
Ottawa, Ontario, Canada
|
Canada
|
Distech Controls Energy Services (Canada) Inc.
|
Brossard, Quebec, Canada
|
Canada
|
Distech France Holding SAS
|
Brindas, France
|
France
|
Distech Controls SAS France
|
Brindas, France
|
France
|
Distech Controls Solutions SAS France
|
Brindas, France
|
France
|
Distech Controls LLC
|
Atlanta, Georgia
|
Delaware
|
Distech Controls USA Inc.
|
Atlanta, Georgia
|
Delaware
|
Distech Controls Energy Services, Inc.
|
Atlanta, Georgia
|
Texas
|
eldoLAB Holding B.V.
|
Eindhoven, the Netherlands
|
Netherlands
|
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;
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1.
|
I have reviewed this annual report on Form 10-K of Acuity Brands, Inc.;
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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 27, 2016
|
|
|
(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 27, 2016
|
|
|