|
(Mark One)
|
|
☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to .
|
Delaware
|
|
001-16583
|
|
58-2632672
|
(State or other jurisdiction of incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification Number)
|
Title of each class
|
|
Trading symbol
|
|
Name of each exchange on which registered
|
Common stock, $0.01 par value per share
|
|
AYI
|
|
New York Stock Exchange
|
Large Accelerated Filer
|
☑
|
Accelerated Filer
|
☐
|
Non-accelerated Filer
|
☐
|
Smaller Reporting Company
|
☐
|
Emerging Growth Company
|
☐
|
|
|
Location in Form 10-K
|
|
Incorporated Document
|
Part II, Item 5; Part III, Items 10, 11, 12, 13, and 14
|
|
Proxy Statement for 2020 Annual Meeting of Stockholders
|
|
|
|
Page
|
|
||
|
||
|
||
|
|
|
|
|
|
Item 1.
|
Business
|
|
Manufactured
|
|
Purchased
|
|
Total
|
|||
United States
|
21
|
%
|
|
5
|
%
|
|
26
|
%
|
Mexico
|
56
|
%
|
|
—
|
%
|
|
56
|
%
|
Asia
|
—
|
%
|
|
14
|
%
|
|
14
|
%
|
Others
|
4
|
%
|
|
—
|
%
|
|
4
|
%
|
Total
|
81
|
%
|
|
19
|
%
|
|
100
|
%
|
Item 1a.
|
Risk Factors
|
Item 1b.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Nature of Facilities
|
Owned
|
|
Leased
|
||
Manufacturing facilities
|
11
|
|
|
7
|
|
Warehouses
|
—
|
|
|
2
|
|
Distribution centers*
|
2
|
|
|
6
|
|
Offices
|
5
|
|
|
15
|
|
|
United States
|
|
Mexico
|
|
Europe
|
|
Canada
|
|
Total
|
|||||
Owned
|
4
|
|
|
4
|
|
|
2
|
|
|
1
|
|
|
11
|
|
Leased
|
2
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
7
|
|
Total
|
6
|
|
|
6
|
|
|
2
|
|
|
4
|
|
|
18
|
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans
|
|||||
6/1/2020 through 6/30/2020
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
4,550,000
|
|
7/1/2020 through 7/31/2020
|
344,200
|
|
|
$
|
101.66
|
|
|
344,200
|
|
|
4,205,800
|
|
8/1/2020 through 8/31/2020
|
343,052
|
|
|
$
|
105.65
|
|
|
343,052
|
|
|
3,862,748
|
|
Total
|
687,252
|
|
|
$
|
103.65
|
|
|
687,252
|
|
|
3,862,748
|
|
|
|
Aug-15
|
|
Aug-16
|
|
Aug-17
|
|
Aug-18
|
|
Aug-19
|
|
Aug-20
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Acuity Brands, Inc.
|
|
$
|
100
|
|
$
|
142
|
|
$
|
91
|
|
$
|
79
|
|
$
|
65
|
|
$
|
57
|
|
S&P Midcap 400 Index
|
|
100
|
|
112
|
|
126
|
|
151
|
|
142
|
|
148
|
|
||||||
Dow Jones US Electrical Components & Equipment Index
|
|
100
|
|
114
|
|
143
|
|
167
|
|
150
|
|
173
|
|
||||||
Dow Jones US Building Materials & Fixtures Index
|
|
100
|
|
124
|
|
130
|
|
138
|
|
153
|
|
180
|
|
Item 6.
|
Selected Financial Data
|
|
Year Ended August 31,
|
||||||||||||||||||
|
2020(1)
|
|
2019(2)
|
|
2018(3)
|
|
2017(4)
|
|
2016(5)
|
||||||||||
|
(In millions, except per-share data)
|
||||||||||||||||||
Net sales
|
$
|
3,326.3
|
|
|
$
|
3,672.7
|
|
|
$
|
3,680.1
|
|
|
$
|
3,505.1
|
|
|
$
|
3,291.3
|
|
Net income
|
248.3
|
|
|
330.4
|
|
|
349.6
|
|
|
321.7
|
|
|
290.8
|
|
|||||
Basic earnings per share
|
6.29
|
|
|
8.32
|
|
|
8.54
|
|
|
7.46
|
|
|
6.67
|
|
|||||
Diluted earnings per share
|
6.27
|
|
|
8.29
|
|
|
8.52
|
|
|
7.43
|
|
|
6.63
|
|
|||||
Cash and cash equivalents
|
560.7
|
|
|
461.0
|
|
|
129.1
|
|
|
311.1
|
|
|
413.2
|
|
|||||
Total assets
|
3,491.7
|
|
|
3,172.4
|
|
|
2,988.8
|
|
|
2,899.6
|
|
|
2,948.0
|
|
|||||
Long-term debt
|
376.8
|
|
|
347.5
|
|
|
356.4
|
|
|
356.5
|
|
|
355.0
|
|
|||||
Total debt
|
401.1
|
|
|
356.6
|
|
|
356.8
|
|
|
356.9
|
|
|
355.2
|
|
|||||
Stockholders’ equity
|
2,127.5
|
|
|
1,918.9
|
|
|
1,716.8
|
|
|
1,665.6
|
|
|
1,659.8
|
|
|||||
Dividends declared per share
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
|
0.52
|
|
(1)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2020 include a) pre-tax special charges of $20.0 million, b) pre-tax amortization of acquired intangible assets of $41.7 million, c) pre-tax share-based payment expense of $38.2 million, and d) pre-tax acquisition-related items of $2.5 million totaling $2.00 per share.
|
(2)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2019 include a) pre-tax special charges of $1.8 million, b) pre-tax amortization of acquired intangible assets of $30.8 million, c) pre-tax share-based payment expense of $29.2 million, d) pre-tax acquisition-related items of $2.5 million, and e) certain manufacturing inefficiencies related to the closure of a facility of $0.9 million, totaling $1.28 per share.
|
(3)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2018 include a) pre-tax special charges of $5.6 million, b) pre-tax amortization of acquired intangible assets of $28.5 million, c) pre-tax share-based payment expense of $32.3 million, d) pre-tax acquisition-related items of $3.8 million, e) excess inventory related to the closure of a facility of $3.1 million, f) gain on sale of a business of $5.4 million, and g) discrete income tax benefits of the U.S. Tax Cuts and Jobs Act of $34.6 million, totaling $0.32 per share.
|
(4)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2017 include a) pre-tax special charges of $11.3 million, b) pre-tax amortization of acquired intangible assets of $28.0 million, c) pre-tax share-based payment expense of $32.0 million, d) gain on sale of investment in unconsolidated affiliate of $7.2 million, and e) manufacturing related inefficiencies directly related to the closure of a facility of $1.6 million, totaling $1.02 per share.
|
(5)
|
Net Income, Basic Earnings per Share, and Diluted Earnings per Share for fiscal 2016 include a) pre-tax special charges of $15.0 million, b) pre-tax amortization of acquired intangible assets of $21.4 million, c) pre-tax share-based payment expense of $27.7 million, d) pre-tax acquisition-related items of $10.8 million, and e) pre-tax impairment of intangible asset of $5.1 million, totaling $1.21 per share.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1 to 3 Years
|
|
4 to 5
Years
|
|
After 5
Years
|
||||||||||
Debt(1)
|
$
|
401.1
|
|
|
$
|
24.3
|
|
|
$
|
375.5
|
|
|
$
|
0.6
|
|
|
$
|
0.7
|
|
Interest obligations(2)
|
103.1
|
|
|
18.4
|
|
|
36.2
|
|
|
19.6
|
|
|
28.9
|
|
|||||
Operating leases(3)
|
78.8
|
|
|
18.5
|
|
|
27.2
|
|
|
18.7
|
|
|
14.4
|
|
|||||
Purchase obligations(4)
|
306.6
|
|
|
301.5
|
|
|
5.1
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities(5)
|
50.5
|
|
|
5.6
|
|
|
9.9
|
|
|
9.4
|
|
|
25.6
|
|
|||||
Total
|
$
|
940.1
|
|
|
$
|
368.3
|
|
|
$
|
453.9
|
|
|
$
|
48.3
|
|
|
$
|
69.6
|
|
(1)
|
These amounts, which represent the principal amounts of our debt outstanding at August 31, 2020, are included in our Consolidated Balance Sheets. See the Debt and Lines of Credit footnote for additional information regarding debt and other matters.
|
(2)
|
These amounts primarily represent our expected future interest payments on outstanding debt held at August 31, 2020 and our outstanding loans related to our corporate-owned life insurance policies (“COLI”), which constitute a small portion of the total contractual obligations 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 our Consolidated Statements of Cash Flows.
|
(3)
|
Our operating lease obligations are described in the Leases 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 our Consolidated Balance Sheets and largely represent liabilities for which we are 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 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 we elect to make contributions to the pension plans in excess of those required under Employee Retirement Income Security Act of 1974. Such voluntary contributions may reduce or defer the funding obligations. See the Pension and Profit Sharing Plans footnote for additional information. These amounts exclude $17.2 million of unrecognized tax benefits as the period of cash settlement with the respective taxing authorities cannot be reasonably estimated.
|
Summarized Balance Sheet Information
|
|
August 31, 2020
|
|
|
Current assets
|
|
$
|
1,152.6
|
|
Current assets due from non-guarantor affiliates
|
|
183.3
|
|
|
Non-current assets
|
|
1,416.0
|
|
|
Current liabilities
|
|
530.2
|
|
|
Non-current liabilities
|
|
723.8
|
|
Summarized Income Statement Information
|
|
Year Ended August 31, 2020
|
|
|
Net sales
|
|
$
|
2,841.1
|
|
Gross profit
|
|
1,186.1
|
|
|
Equity earnings of non-guarantor subsidiaries
|
|
7.8
|
|
|
Net income
|
|
248.3
|
|
|
Year Ended August 31,
|
|
Increase
|
|
Percent
|
|||||||||
|
2020
|
|
2019
|
|
(Decrease)
|
|
Change
|
|||||||
Net sales
|
$
|
3,326.3
|
|
|
$
|
3,672.7
|
|
|
$
|
(346.4
|
)
|
|
(9.4
|
)%
|
Cost of products sold
|
1,923.9
|
|
|
2,193.0
|
|
|
(269.1
|
)
|
|
(12.3
|
)%
|
|||
Gross profit
|
1,402.4
|
|
|
1,479.7
|
|
|
(77.3
|
)
|
|
(5.2
|
)%
|
|||
Percent of net sales
|
42.2
|
%
|
|
40.3
|
%
|
|
190
|
|
bps
|
|
|
|||
Selling, distribution, and administrative expenses
|
1,028.5
|
|
|
1,015.0
|
|
|
13.5
|
|
|
1.3
|
%
|
|||
Special charges
|
20.0
|
|
|
1.8
|
|
|
18.2
|
|
|
NM
|
|
|||
Operating profit
|
353.9
|
|
|
462.9
|
|
|
(109.0
|
)
|
|
(23.5
|
)%
|
|||
Percent of net sales
|
10.6
|
%
|
|
12.6
|
%
|
|
(200
|
)
|
bps
|
|
|
|||
Other expense:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
23.3
|
|
|
33.3
|
|
|
(10.0
|
)
|
|
(30.0
|
)%
|
|||
Miscellaneous expense, net
|
5.9
|
|
|
4.7
|
|
|
1.2
|
|
|
NM
|
|
|||
Total other expense
|
29.2
|
|
|
38.0
|
|
|
(8.8
|
)
|
|
(23.2
|
)%
|
|||
Income before income taxes
|
324.7
|
|
|
424.9
|
|
|
(100.2
|
)
|
|
(23.6
|
)%
|
|||
Percent of net sales
|
9.8
|
%
|
|
11.6
|
%
|
|
(180
|
)
|
bps
|
|
|
|||
Income tax expense
|
76.4
|
|
|
94.5
|
|
|
(18.1
|
)
|
|
(19.2
|
)%
|
|||
Effective tax rate
|
23.5
|
%
|
|
22.2
|
%
|
|
|
|
|
|
|
|||
Net income
|
$
|
248.3
|
|
|
$
|
330.4
|
|
|
$
|
(82.1
|
)
|
|
(24.8
|
)%
|
Diluted earnings per share
|
$
|
6.27
|
|
|
$
|
8.29
|
|
|
$
|
(2.02
|
)
|
|
(24.4
|
)%
|
NM - not meaningful
|
|
|
|
|
|
|
|
(In millions, except per share data)
|
Year Ended August 31,
|
|
|
|
|
|
||||||||||||
|
2020
|
|
|
2019
|
|
Increase (Decrease)
|
Percent Change
|
|||||||||||
Gross profit
|
$
|
1,402.4
|
|
|
|
$
|
1,479.7
|
|
|
|
|
$
|
(77.3
|
)
|
(5.2
|
)%
|
||
Percent of net sales
|
|
|
42.2
|
%
|
|
|
40.3
|
%
|
|
190
|
|
bps
|
||||||
Add-back: Manufacturing inefficiencies (1)
|
—
|
|
|
|
0.9
|
|
|
|
|
|
|
|||||||
Add-back: Acquisition-related items (2)
|
1.2
|
|
|
|
1.2
|
|
|
|
|
|
|
|||||||
Adjusted gross profit
|
$
|
1,403.6
|
|
|
|
$
|
1,481.8
|
|
|
|
|
$
|
(78.2
|
)
|
(5.3
|
)%
|
||
Percent of net sales
|
|
|
42.2
|
%
|
|
|
40.3
|
%
|
|
190
|
|
bps
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Selling, distribution, and administrative expenses
|
$
|
1,028.5
|
|
|
|
$
|
1,015.0
|
|
|
|
|
$
|
13.5
|
|
1.3
|
%
|
||
Percent of net sales
|
|
|
30.9
|
%
|
|
|
27.6
|
%
|
|
330
|
|
bps
|
||||||
Less: Amortization of acquired intangible assets
|
(41.7
|
)
|
|
|
(30.8
|
)
|
|
|
|
|
|
|||||||
Less: Share-based payment expense
|
(38.2
|
)
|
|
|
(29.2
|
)
|
|
|
|
|
|
|||||||
Less: Acquisition-related items (2)
|
(1.3
|
)
|
|
|
(1.3
|
)
|
|
|
|
|
|
|||||||
Adjusted selling, distribution, and administrative expenses
|
$
|
947.3
|
|
|
|
$
|
953.7
|
|
|
|
|
$
|
(6.4
|
)
|
(0.7)%
|
|||
Percent of net sales
|
|
|
28.5
|
%
|
|
|
26.0
|
%
|
|
250
|
|
bps
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating profit
|
$
|
353.9
|
|
|
|
$
|
462.9
|
|
|
|
|
$
|
(109.0
|
)
|
(23.5
|
)%
|
||
Percent of net sales
|
|
|
10.6
|
%
|
|
|
12.6
|
%
|
|
(200
|
)
|
bps
|
||||||
Add-back: Amortization of acquired intangible assets
|
41.7
|
|
|
|
30.8
|
|
|
|
|
|
|
|||||||
Add-back: Share-based payment expense
|
38.2
|
|
|
|
29.2
|
|
|
|
|
|
|
|||||||
Add-back: Manufacturing inefficiencies (1)
|
—
|
|
|
|
0.9
|
|
|
|
|
|
|
|||||||
Add-back: Acquisition-related items (2)
|
2.5
|
|
|
|
2.5
|
|
|
|
|
|
|
|||||||
Add-back: Special charges
|
20.0
|
|
|
|
1.8
|
|
|
|
|
|
|
|||||||
Adjusted operating profit
|
$
|
456.3
|
|
|
|
$
|
528.1
|
|
|
|
|
$
|
(71.8
|
)
|
(13.6
|
)%
|
||
Percent of net sales
|
|
|
13.7
|
%
|
|
|
14.4
|
%
|
|
(70
|
)
|
bps
|
||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income
|
$
|
248.3
|
|
|
|
$
|
330.4
|
|
|
|
|
$
|
(82.1
|
)
|
(24.8
|
)%
|
||
Add-back: Amortization of acquired intangible assets
|
41.7
|
|
|
|
30.8
|
|
|
|
|
|
|
|||||||
Add-back: Share-based payment expense
|
38.2
|
|
|
|
29.2
|
|
|
|
|
|
|
|||||||
Add-back: Manufacturing inefficiencies (1)
|
—
|
|
|
|
0.9
|
|
|
|
|
|
|
|||||||
Add-back: Acquisition-related items (2)
|
2.5
|
|
|
|
2.5
|
|
|
|
|
|
|
|||||||
Add-back: Special charges
|
20.0
|
|
|
|
1.8
|
|
|
|
|
|
|
|||||||
Total pre-tax adjustments to net income
|
102.4
|
|
|
|
65.2
|
|
|
|
|
|
|
|||||||
Income tax effect
|
(23.4
|
)
|
|
|
(14.2
|
)
|
|
|
|
|
|
|||||||
Adjusted net income
|
$
|
327.3
|
|
|
|
|
$
|
381.4
|
|
|
|
|
$
|
(54.1
|
)
|
(14.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diluted earnings per share
|
$
|
6.27
|
|
|
|
$
|
8.29
|
|
|
|
|
$
|
(2.02
|
)
|
(24.4
|
)%
|
||
Adjusted diluted earnings per share
|
$
|
8.27
|
|
|
|
$
|
9.57
|
|
|
|
|
$
|
(1.30
|
)
|
(13.6
|
)%
|
Item 7a.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
/s/ NEIL M. ASHE
|
|
/s/ KAREN J. HOLCOM
|
Neil M. Ashe
President and
Chief Executive Officer
|
|
Karen J. Holcom
Senior Vice President and
Chief Financial Officer
|
Description of the Matter
|
At August 31, 2020, the Company’s indefinite-lived intangible assets consisted of thirteen trade names with an aggregate carrying value of approximately $174.3 million. As explained in Note 2 to the consolidated financial statements, the Company tests indefinite-lived trade names for impairment on an annual basis or more frequently as facts and circumstances change. If the carrying amount exceeds the estimated fair value, an impairment loss would be recorded in the amount equal to the excess.
Auditing the Company’s impairment tests for indefinite-lived trade names was especially complex due to the judgmental nature of the significant assumptions used in the determination of estimated fair values for trade names. The Company estimates the fair values of trade names using a fair value model based on discounted future cash flows. Significant assumptions used to estimate the value of the trade names included estimated future net sales (including short- and long-term growth rates), discount rates and royalty rates, all of which are forward-looking and could be affected by economic, industry and company-specific qualitative factors. Short-term growth rates reflect increased estimation uncertainty as a result of the COVID-19 pandemic.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s annual impairment process. This included testing controls over management’s review of the discounted cash flow model, including the significant assumptions described above.
To test the fair values of the Company’s indefinite-lived trade names, our audit procedures included, among others, evaluating the Company’s use of the discounted cash flow model, the completeness and accuracy of the underlying data and the significant assumptions described above. We compared the significant assumptions to current industry, market and economic trends, including the impact of the COVID-19 pandemic, the Company’s historical results and other relevant factors. We involved our valuation specialists to assist in evaluating the Company’s discount rates and royalty rates. In addition, we considered the accuracy of the Company’s historical projections of net sales compared to actual net sales. We also performed a sensitivity analysis to evaluate the potential change in the fair values of the trade names resulting from changes in the significant assumptions.
|
Description of the Matter
|
As described in Note 4 to the consolidated financial statements, the Company acquired all equity interests of The Luminaires Group (“TLG”) in September 2019. The Company preliminarily accounted for the acquisition as a business combination by recognizing the assets acquired and liabilities assumed at their estimated acquisition-date fair values. Among the assets acquired, the Company recognized identifiable intangible assets, which primarily consisted of indefinite-lived marketing-based intangible assets and definite-lived customer-based intangible assets.
Auditing management's accounting for the acquisition of TLG involved especially subjective judgments and complex analyses related to the fair value estimates of the indefinite-lived marketing-related intangible assets and definite-lived customer-based intangibles assets due to the significant estimation uncertainty in determining the fair values of these assets. The estimate of fair value of the acquired indefinite-lived marketing-related intangible assets is sensitive to changes in assumptions impacting the discounted future cash flows of the acquired business. The estimate of fair value of the acquired definite-lived customer-based intangible assets is also sensitive to changes in assumptions impacting the discounted future cash flows of the acquired business.
The significant assumptions used to estimate the fair value of the indefinite-lived marketing-related intangible assets include revenue growth rates, estimated royalty rates and discount rates. The significant assumptions used to estimate the fair value of the definite-lived customer-based intangible assets include revenue growth rates, customer attrition rates, profitability margins, and discount rates, which are affected by expectations about future market and economic conditions.
|
How We Addressed the Matter in Our Audit
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s acquisition process, including controls over management’s review of the assumptions and methodologies used in the calculation of fair value of indefinite-lived marketing-related intangible assets and definite-lived customer-based intangible assets, as well as the Company’s review of the completeness and accuracy of the data used in the Company’s analysis.
To test the estimated fair value of the indefinite-lived marketing-based intangible assets and definite-lived customer-based intangible assets, we performed audit procedures that included, among others, assessing valuation methodologies and testing the significant assumptions and underlying data used by the Company. For example, we evaluated the reasonableness of management’s forecasted revenues and profitability margins used in the fair value estimates by comparing those assumptions to the historical results of TLG and current industry, market and economic forecasts. We also involved our valuation specialists to evaluate the valuation methodologies and the reasonableness of the discount rate and royalty rate assumptions used by management in the estimates. As part of this evaluation, we compared the discount rate and royalty rate assumptions to market data. In addition, we performed a sensitivity analysis on the significant assumptions to evaluate the change in the fair values of the indefinite-lived marketing-based intangible assets and definite-lived customer-based intangible assets that would result from the changes in assumptions.
|
|
August 31,
|
||||||
|
2020
|
|
2019
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
560.7
|
|
|
$
|
461.0
|
|
Accounts receivable, less reserve for doubtful accounts of $2.6 and $1.0, respectively
|
500.3
|
|
|
561.0
|
|
||
Inventories
|
320.1
|
|
|
340.8
|
|
||
Prepayments and other current assets
|
58.6
|
|
|
79.0
|
|
||
Total current assets
|
1,439.7
|
|
|
1,441.8
|
|
||
Property, plant, and equipment, net
|
270.5
|
|
|
277.3
|
|
||
Operating lease right-of-use assets
|
63.4
|
|
|
—
|
|
||
Goodwill
|
1,080.0
|
|
|
967.3
|
|
||
Intangible assets, net
|
605.9
|
|
|
466.0
|
|
||
Deferred income taxes
|
2.7
|
|
|
2.3
|
|
||
Other long-term assets
|
29.5
|
|
|
17.7
|
|
||
Total assets
|
$
|
3,491.7
|
|
|
$
|
3,172.4
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
326.5
|
|
|
$
|
338.8
|
|
Current maturities of debt
|
24.3
|
|
|
9.1
|
|
||
Current operating lease liabilities
|
17.2
|
|
|
—
|
|
||
Accrued compensation
|
85.4
|
|
|
73.2
|
|
||
Other accrued liabilities
|
164.2
|
|
|
175.0
|
|
||
Total current liabilities
|
617.6
|
|
|
596.1
|
|
||
Long-term debt
|
376.8
|
|
|
347.5
|
|
||
Long-term operating lease liabilities
|
56.8
|
|
|
—
|
|
||
Accrued pension liabilities
|
91.6
|
|
|
99.7
|
|
||
Deferred income taxes
|
94.9
|
|
|
92.7
|
|
||
Self-insurance liabilities
|
6.5
|
|
|
6.8
|
|
||
Other long-term liabilities
|
120.0
|
|
|
110.7
|
|
||
Total liabilities
|
1,364.2
|
|
|
1,253.5
|
|
||
Commitments and contingencies (see Commitments and Contingencies footnote)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 500,000,000 shares authorized; 53,885,165 and 53,778,155 issued, respectively
|
0.5
|
|
|
0.5
|
|
||
Paid-in capital
|
963.6
|
|
|
930.0
|
|
||
Retained earnings
|
2,523.3
|
|
|
2,295.8
|
|
||
Accumulated other comprehensive loss
|
(132.7
|
)
|
|
(151.4
|
)
|
||
Treasury stock, at cost — 15,012,449 and 14,325,197 shares, respectively
|
(1,227.2
|
)
|
|
(1,156.0
|
)
|
||
Total stockholders’ equity
|
2,127.5
|
|
|
1,918.9
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,491.7
|
|
|
$
|
3,172.4
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net sales
|
$
|
3,326.3
|
|
|
$
|
3,672.7
|
|
|
$
|
3,680.1
|
|
Cost of products sold
|
1,923.9
|
|
|
2,193.0
|
|
|
2,194.7
|
|
|||
Gross profit
|
1,402.4
|
|
|
1,479.7
|
|
|
1,485.4
|
|
|||
Selling, distribution, and administrative expenses
|
1,028.5
|
|
|
1,015.0
|
|
|
1,019.0
|
|
|||
Special charges
|
20.0
|
|
|
1.8
|
|
|
5.6
|
|
|||
Operating profit
|
353.9
|
|
|
462.9
|
|
|
460.8
|
|
|||
Other expense:
|
|
|
|
|
|
|
|
|
|||
Interest expense, net
|
23.3
|
|
|
33.3
|
|
|
33.5
|
|
|||
Miscellaneous expense, net
|
5.9
|
|
|
4.7
|
|
|
1.4
|
|
|||
Total other expense
|
29.2
|
|
|
38.0
|
|
|
34.9
|
|
|||
Income before income taxes
|
324.7
|
|
|
424.9
|
|
|
425.9
|
|
|||
Income tax expense
|
76.4
|
|
|
94.5
|
|
|
76.3
|
|
|||
Net income
|
$
|
248.3
|
|
|
$
|
330.4
|
|
|
$
|
349.6
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share
|
$
|
6.29
|
|
|
$
|
8.32
|
|
|
$
|
8.54
|
|
Basic weighted average number of shares outstanding
|
39.5
|
|
|
39.7
|
|
|
40.9
|
|
|||
Diluted earnings per share
|
$
|
6.27
|
|
|
$
|
8.29
|
|
|
$
|
8.52
|
|
Diluted weighted average number of shares outstanding
|
39.6
|
|
|
39.8
|
|
|
41.0
|
|
|||
Dividends declared per share
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
||||||
Comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
$
|
248.3
|
|
|
$
|
330.4
|
|
|
$
|
349.6
|
|
Other comprehensive income (loss) items:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
11.9
|
|
|
(11.5
|
)
|
|
(25.2
|
)
|
|||
Defined benefit plans, net of tax
|
6.8
|
|
|
(25.1
|
)
|
|
21.2
|
|
|||
Other comprehensive income (loss) items, net of tax
|
18.7
|
|
|
(36.6
|
)
|
|
(4.0
|
)
|
|||
Comprehensive income
|
$
|
267.0
|
|
|
$
|
293.8
|
|
|
$
|
345.6
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
248.3
|
|
|
$
|
330.4
|
|
|
$
|
349.6
|
|
Adjustments to reconcile net income to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
101.1
|
|
|
88.3
|
|
|
80.3
|
|
|||
Share-based payment expense
|
38.2
|
|
|
29.2
|
|
|
32.3
|
|
|||
Loss on the sale or disposal of property, plant, and equipment
|
0.3
|
|
|
0.9
|
|
|
0.6
|
|
|||
Asset impairments
|
8.8
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(6.7
|
)
|
|
9.3
|
|
|
(38.2
|
)
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|||
Accounts receivable
|
74.5
|
|
|
97.7
|
|
|
(62.8
|
)
|
|||
Inventories
|
38.0
|
|
|
70.8
|
|
|
(74.4
|
)
|
|||
Prepayments and other current assets
|
12.9
|
|
|
(34.0
|
)
|
|
0.7
|
|
|||
Accounts payable
|
(19.6
|
)
|
|
(111.5
|
)
|
|
52.5
|
|
|||
Other
|
9.0
|
|
|
13.6
|
|
|
16.3
|
|
|||
Net cash provided by operating activities
|
504.8
|
|
|
494.7
|
|
|
351.5
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment
|
(54.9
|
)
|
|
(53.0
|
)
|
|
(43.6
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
0.2
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of businesses, net of cash acquired
|
(303.0
|
)
|
|
(2.9
|
)
|
|
(163.2
|
)
|
|||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
1.1
|
|
|||
Other investing activities
|
(2.1
|
)
|
|
2.9
|
|
|
1.7
|
|
|||
Net cash used for investing activities
|
(359.8
|
)
|
|
(53.0
|
)
|
|
(204.0
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings on credit facility
|
400.0
|
|
|
86.5
|
|
|
395.4
|
|
|||
Repayments of borrowings on credit facility
|
(5.0
|
)
|
|
(86.5
|
)
|
|
(395.4
|
)
|
|||
Repayments of long-term debt
|
(350.7
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|||
Repurchases of common stock
|
(69.3
|
)
|
|
(81.6
|
)
|
|
(298.4
|
)
|
|||
Proceeds from stock option exercises and other
|
0.9
|
|
|
0.6
|
|
|
1.7
|
|
|||
Payments of taxes withheld on net settlement of equity awards
|
(5.4
|
)
|
|
(6.0
|
)
|
|
(8.2
|
)
|
|||
Dividends paid
|
(20.8
|
)
|
|
(20.8
|
)
|
|
(21.4
|
)
|
|||
Net cash used for financing activities
|
(50.3
|
)
|
|
(108.2
|
)
|
|
(326.7
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
5.0
|
|
|
(1.6
|
)
|
|
(2.8
|
)
|
|||
Net change in cash and cash equivalents
|
99.7
|
|
|
331.9
|
|
|
(182.0
|
)
|
|||
Cash and cash equivalents at beginning of year
|
461.0
|
|
|
129.1
|
|
|
311.1
|
|
|||
Cash and cash equivalents at end of year
|
$
|
560.7
|
|
|
$
|
461.0
|
|
|
$
|
129.1
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|||
Income taxes paid
|
$
|
64.6
|
|
|
$
|
92.9
|
|
|
$
|
126.6
|
|
Interest paid
|
$
|
29.8
|
|
|
$
|
35.6
|
|
|
$
|
36.7
|
|
|
Common Stock Outstanding
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Loss Items |
|
Treasury
Stock, at cost
|
|
Total
|
|||||||||||||
Balance, August 31, 2017
|
41.8
|
|
|
$
|
0.5
|
|
|
$
|
881.0
|
|
|
$
|
1,659.9
|
|
|
$
|
(99.7
|
)
|
|
$
|
(776.1
|
)
|
|
$
|
1,665.6
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
349.6
|
|
|
—
|
|
|
—
|
|
|
349.6
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.0
|
)
|
|
—
|
|
|
(4.0
|
)
|
||||||
Reclassification of stranded tax effects of the Tax Cuts and Jobs Act
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
(11.1
|
)
|
|
—
|
|
|
—
|
|
||||||
Share-based payment amortization, issuances, and cancellations
|
0.2
|
|
|
—
|
|
|
23.6
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
23.7
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
|
—
|
|
|
—
|
|
|
(21.4
|
)
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
||||||
Repurchases of common stock
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(298.4
|
)
|
|
(298.4
|
)
|
||||||
Balance, August 31, 2018
|
40.0
|
|
|
0.5
|
|
|
906.3
|
|
|
1,999.2
|
|
|
(114.8
|
)
|
|
(1,074.4
|
)
|
|
1,716.8
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
330.4
|
|
|
—
|
|
|
—
|
|
|
330.4
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36.6
|
)
|
|
—
|
|
|
(36.6
|
)
|
||||||
Share-based payment amortization, issuances, and cancellations
|
0.2
|
|
|
—
|
|
|
23.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23.1
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
||||||
Repurchases of common stock
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81.6
|
)
|
|
(81.6
|
)
|
||||||
ASC 606 adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
||||||
Balance, August 31, 2019
|
39.5
|
|
|
0.5
|
|
|
930.0
|
|
|
2,295.8
|
|
|
(151.4
|
)
|
|
(1,156.0
|
)
|
|
1,918.9
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
248.3
|
|
|
—
|
|
|
—
|
|
|
248.3
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.7
|
|
|
—
|
|
|
18.7
|
|
||||||
Share-based payment amortization, issuances, and cancellations
|
0.1
|
|
|
—
|
|
|
32.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.7
|
|
||||||
Employee stock purchase plan issuances
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Cash dividends of $0.52 per share paid on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
|
(20.8
|
)
|
||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Repurchases of common stock
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(71.2
|
)
|
|
(71.2
|
)
|
||||||
Balance, August 31, 2020
|
38.9
|
|
|
$
|
0.5
|
|
|
$
|
963.6
|
|
|
$
|
2,523.3
|
|
|
$
|
(132.7
|
)
|
|
$
|
(1,227.2
|
)
|
|
$
|
2,127.5
|
|
|
August 31,
|
||||||
|
2020
|
|
2019
|
||||
Raw materials, supplies, and work in process(1)
|
$
|
170.3
|
|
|
$
|
179.4
|
|
Finished goods
|
199.1
|
|
|
183.7
|
|
||
Inventories excluding reserves
|
369.4
|
|
|
363.1
|
|
||
Less: Reserves
|
(49.3
|
)
|
|
(22.3
|
)
|
||
Total inventories
|
$
|
320.1
|
|
|
$
|
340.8
|
|
(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, we do not believe the segregation of raw materials and work in process is meaningful information.
|
|
Carrying Amount
|
||
Balance, August 31, 2018
|
$
|
970.6
|
|
Additions from an acquired business
|
2.0
|
|
|
Adjustments to provisional amounts from acquired businesses
|
(0.2
|
)
|
|
Foreign currency translation adjustments
|
(5.1
|
)
|
|
Balance, August 31, 2019
|
967.3
|
|
|
Additions from acquired businesses
|
147.8
|
|
|
Adjustments to provisional amounts from acquired businesses
|
(41.5
|
)
|
|
Foreign currency translation adjustments
|
6.4
|
|
|
Balance as of August 31, 2020
|
$
|
1,080.0
|
|
|
|
|
August 31,
|
||||||||||||||
|
|
|
2020
|
|
2019
|
||||||||||||
|
Weighted Average Amortization Period in Years
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Definite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patents and patented technology
|
11
|
|
$
|
163.6
|
|
|
$
|
(89.5
|
)
|
|
$
|
135.7
|
|
|
$
|
(72.9
|
)
|
Trademarks and trade names
|
24
|
|
27.2
|
|
|
(15.8
|
)
|
|
27.2
|
|
|
(14.5
|
)
|
||||
Distribution network
|
28
|
|
61.8
|
|
|
(42.8
|
)
|
|
61.8
|
|
|
(39.7
|
)
|
||||
Customer relationships
|
20
|
|
421.4
|
|
|
(94.3
|
)
|
|
299.2
|
|
|
(72.1
|
)
|
||||
Total definite-lived intangible assets
|
19
|
|
$
|
674.0
|
|
|
$
|
(242.4
|
)
|
|
$
|
523.9
|
|
|
$
|
(199.2
|
)
|
Indefinite-lived trade names
|
|
|
$
|
174.3
|
|
|
|
|
|
$
|
141.3
|
|
|
|
|
|
August 31,
|
||||||
|
2020
|
|
2019
|
||||
Deferred contract costs
|
$
|
12.3
|
|
|
$
|
15.4
|
|
Investments in unconsolidated affiliates(1)
|
6.0
|
|
|
—
|
|
||
Tax credits(2)
|
8.6
|
|
|
—
|
|
||
Other(3)
|
2.6
|
|
|
2.3
|
|
||
Total other long-term assets
|
$
|
29.5
|
|
|
$
|
17.7
|
|
(1)
|
We hold equity investments in two unconsolidated affiliates. These strategic investments represent less than a 20% ownership interest in each of the privately-held affiliates, and we do not maintain power over or control of the entities. We measure these investments at cost less any impairment adjusted for observable price changes, if any.
|
(2)
|
Amount represents research and development tax credit receivables related to certain amended prior year tax returns.
|
(3)
|
Amounts primarily include deferred debt issuance costs related to our credit facilities and company-owned life insurance investments. We maintain life insurance policies on 64 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, 2020.
|
|
August 31,
|
||||||
|
2020
|
|
2019
|
||||
Deferred compensation and postretirement benefits other than pensions(1)
|
$
|
42.7
|
|
|
$
|
41.6
|
|
Service-type warranties
|
55.8
|
|
|
46.3
|
|
||
Unrecognized tax position liabilities, including interest(2)
|
18.9
|
|
|
17.6
|
|
||
Other(3)
|
2.6
|
|
|
5.2
|
|
||
Total other long-term liabilities
|
$
|
120.0
|
|
|
$
|
110.7
|
|
(1)
|
We maintain 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 organization. In addition, one plan provides an automatic contribution of 3% of an eligible employee’s compensation. We maintain life insurance policies on certain 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)
|
Amount primarily includes fees owed for licensing certain intellectual property.
|
|
August 31,
|
||||||
|
2020
|
|
2019
|
||||
Land
|
$
|
22.2
|
|
|
$
|
22.6
|
|
Buildings and leasehold improvements
|
192.2
|
|
|
190.7
|
|
||
Machinery and equipment
|
588.4
|
|
|
544.4
|
|
||
Total property, plant, and equipment, at cost
|
802.8
|
|
|
757.7
|
|
||
Less: Accumulated depreciation and amortization
|
(532.3
|
)
|
|
(480.4
|
)
|
||
Property, plant, and equipment, net
|
$
|
270.5
|
|
|
$
|
277.3
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Interest expense
|
$
|
26.4
|
|
|
$
|
36.4
|
|
|
$
|
35.5
|
|
Interest income
|
(3.1
|
)
|
|
(3.1
|
)
|
|
(2.0
|
)
|
|||
Interest expense, net
|
$
|
23.3
|
|
|
$
|
33.3
|
|
|
$
|
33.5
|
|
|
Foreign Currency Items
|
|
Defined Benefit Pension Plans
|
|
Accumulated Other Comprehensive Loss Items
|
||||||
Balance as of August 31, 2018
|
$
|
(53.9
|
)
|
|
$
|
(60.9
|
)
|
|
$
|
(114.8
|
)
|
Other comprehensive loss before reclassifications
|
(11.5
|
)
|
|
(31.1
|
)
|
|
(42.6
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss (1)
|
—
|
|
|
6.0
|
|
|
6.0
|
|
|||
Net current period other comprehensive loss
|
(11.5
|
)
|
|
(25.1
|
)
|
|
(36.6
|
)
|
|||
Balance as of August 31, 2019
|
(65.4
|
)
|
|
(86.0
|
)
|
|
(151.4
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
11.9
|
|
|
(0.6
|
)
|
|
11.3
|
|
|||
Amounts reclassified from accumulated other comprehensive loss (1)
|
—
|
|
|
7.4
|
|
|
7.4
|
|
|||
Net current period other comprehensive income
|
11.9
|
|
|
6.8
|
|
|
18.7
|
|
|||
Balance at August 31, 2020
|
$
|
(53.5
|
)
|
|
$
|
(79.2
|
)
|
|
$
|
(132.7
|
)
|
(1)
|
The before tax amounts of the defined benefit pension plan items are included in net periodic pension cost. See the Pension and Defined Contribution Plans footnote for additional details.
|
|
Year Ended August 31,
|
||||||||||||||||||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||||||||||||||||||||||||||
|
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
|
$
|
11.9
|
|
|
$
|
—
|
|
|
$
|
11.9
|
|
|
$
|
(11.5
|
)
|
|
$
|
—
|
|
|
$
|
(11.5
|
)
|
|
$
|
(25.2
|
)
|
|
$
|
—
|
|
|
$
|
(25.2
|
)
|
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Actuarial (losses) gains
|
(0.7
|
)
|
|
0.1
|
|
|
(0.6
|
)
|
|
(40.8
|
)
|
|
9.7
|
|
|
(31.1
|
)
|
|
18.4
|
|
|
(4.4
|
)
|
|
14.0
|
|
|||||||||
Amortization of defined benefit pension items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Prior service cost
|
4.0
|
|
|
(0.9
|
)
|
|
3.1
|
|
|
3.5
|
|
|
(0.9
|
)
|
|
2.6
|
|
|
3.1
|
|
|
(0.7
|
)
|
|
2.4
|
|
|||||||||
Actuarial losses
|
5.6
|
|
|
(1.3
|
)
|
|
4.3
|
|
|
4.1
|
|
|
(1.0
|
)
|
|
3.1
|
|
|
6.8
|
|
|
(2.0
|
)
|
|
4.8
|
|
|||||||||
Settlement losses
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(0.1
|
)
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total defined benefit plans, net
|
8.9
|
|
|
(2.1
|
)
|
|
6.8
|
|
|
(32.8
|
)
|
|
7.7
|
|
|
(25.1
|
)
|
|
28.3
|
|
|
(7.1
|
)
|
|
21.2
|
|
|||||||||
Other comprehensive income (loss)
|
$
|
20.8
|
|
|
$
|
(2.1
|
)
|
|
$
|
18.7
|
|
|
$
|
(44.3
|
)
|
|
$
|
7.7
|
|
|
$
|
(36.6
|
)
|
|
$
|
3.1
|
|
|
$
|
(7.1
|
)
|
|
$
|
(4.0
|
)
|
|
August 31, 2020
|
|
August 31, 2019
|
||||||||||||
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investments in unconsolidated affiliates
|
$
|
6.0
|
|
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Senior unsecured public notes, net of unamortized discount and deferred costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
349.9
|
|
|
$
|
352.7
|
|
Borrowings under Term Loan Facility
|
395.0
|
|
|
395.0
|
|
|
—
|
|
|
—
|
|
||||
Industrial revenue bond
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
|
4.0
|
|
||||
Bank loans
|
2.1
|
|
|
2.3
|
|
|
2.7
|
|
|
2.9
|
|
Fiscal year
|
|
August 31, 2020
|
||
2021
|
|
$
|
18.5
|
|
2022
|
|
14.9
|
|
|
2023
|
|
12.3
|
|
|
2024
|
|
9.7
|
|
|
2025
|
|
9.0
|
|
|
Thereafter
|
|
14.4
|
|
|
Total undiscounted lease payments
|
|
78.8
|
|
|
Less: Discount due to interest
|
|
(4.8
|
)
|
|
Present value of lease liabilities
|
|
$
|
74.0
|
|
|
|
Year Ended August 31, 2020
|
||
Operating lease cost
|
|
$
|
18.1
|
|
Variable lease cost
|
|
2.3
|
|
|
Short-term lease cost
|
|
2.8
|
|
|
Total lease cost
|
|
$
|
23.2
|
|
|
August 31,
|
||||||
|
2020
|
|
2019
|
||||
Senior unsecured public notes due December 2019, principal
|
$
|
—
|
|
|
$
|
350.0
|
|
Senior unsecured public notes due December 2019, unamortized discount and deferred costs
|
—
|
|
|
(0.1
|
)
|
||
Borrowings under Term Loan Facility
|
395.0
|
|
|
—
|
|
||
Industrial revenue bond due June 2021
|
4.0
|
|
|
4.0
|
|
||
Bank loans
|
2.1
|
|
|
2.7
|
|
||
Total debt
|
$
|
401.1
|
|
|
$
|
356.6
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Beginning balance
|
$
|
11.5
|
|
|
$
|
27.3
|
|
|
$
|
22.0
|
|
Warranty and recall costs
|
32.0
|
|
|
18.7
|
|
|
32.4
|
|
|||
Payments and other deductions
|
(27.5
|
)
|
|
(19.7
|
)
|
|
(27.7
|
)
|
|||
Acquired warranty and recall liabilities
|
0.1
|
|
|
—
|
|
|
0.6
|
|
|||
ASC 606 adjustments (1)
|
—
|
|
|
(14.8
|
)
|
|
—
|
|
|||
Ending balance
|
$
|
16.1
|
|
|
$
|
11.5
|
|
|
$
|
27.3
|
|
|
August 31,
|
||||||
|
2020
|
|
2019
|
||||
Current deferred revenues
|
$
|
5.4
|
|
|
$
|
4.7
|
|
Non-current deferred revenues
|
53.6
|
|
|
46.4
|
|
|
Year Ended August 31,
|
||||||
|
2020
|
|
2019
|
||||
Independent sales network
|
$
|
2,442.9
|
|
|
$
|
2,519.2
|
|
Direct sales network
|
311.0
|
|
|
381.0
|
|
||
Retail sales
|
214.9
|
|
|
270.3
|
|
||
Corporate accounts
|
193.6
|
|
|
314.2
|
|
||
Other
|
163.9
|
|
|
188.0
|
|
||
Total
|
$
|
3,326.3
|
|
|
$
|
3,672.7
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Restricted stock awards
|
$
|
24.6
|
|
|
$
|
25.1
|
|
|
$
|
27.9
|
|
Stock options
|
4.9
|
|
|
2.7
|
|
|
3.1
|
|
|||
Performance share units
|
7.3
|
|
|
—
|
|
|
—
|
|
|||
Director share units
|
1.4
|
|
|
1.4
|
|
|
1.3
|
|
|||
Total share-based payment expense
|
$
|
38.2
|
|
|
$
|
29.2
|
|
|
$
|
32.3
|
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value Per
Share
|
||
Outstanding at August 31, 2017
|
0.4
|
|
$
|
197.41
|
|
Granted
|
0.2
|
|
$
|
154.95
|
|
Vested
|
(0.2)
|
|
$
|
177.79
|
|
Outstanding at August 31, 2018
|
0.4
|
|
$
|
186.63
|
|
Granted
|
0.2
|
|
$
|
120.73
|
|
Vested
|
(0.2)
|
|
$
|
184.60
|
|
Forfeited*
|
—
|
|
$
|
159.88
|
|
Outstanding at August 31, 2019
|
0.4
|
|
$
|
156.32
|
|
Granted
|
0.2
|
|
$
|
122.10
|
|
Vested
|
(0.1)
|
|
$
|
171.92
|
|
Forfeited
|
(0.1)
|
|
$
|
135.43
|
|
Outstanding at August 31, 2020
|
0.4
|
|
$
|
134.68
|
|
|
|
Market Options
|
|
Service Options
|
||||
|
|
2020
|
|
2020
|
|
2019
|
|
2018
|
Dividend yield
|
|
0.4%
|
|
0.4%
|
|
0.4%
|
|
0.3%
|
Expected volatility
|
|
33.7%
|
|
33.7%
|
|
32.8%
|
|
30.9%
|
Risk-free interest rate
|
|
1.5%
|
|
1.3%
|
|
3.0%
|
|
2.0%
|
Expected life of options
|
|
7 years
|
|
5 years
|
|
4 years
|
|
4 years
|
Weighted-average fair value of options
|
|
$44.74
|
|
$34.22
|
|
$34.06
|
|
$41.87
|
|
Outstanding
|
|
Exercisable
|
||||||||
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
|
Number of
Shares
(in millions)
|
|
Weighted Average
Exercise Price
|
||||
Outstanding at August 31, 2017
|
0.3
|
|
$
|
156.43
|
|
|
0.2
|
|
$
|
106.54
|
|
Granted
|
—
|
*
|
$
|
156.39
|
|
|
|
|
|
|
|
Exercised
|
—
|
*
|
$
|
115.27
|
|
|
|
|
|
|
|
Outstanding at August 31, 2018
|
0.3
|
|
$
|
154.69
|
|
|
0.2
|
|
$
|
134.13
|
|
Granted
|
0.1
|
*
|
$
|
116.40
|
|
|
|
|
|
|
|
Outstanding at August 31, 2019
|
0.4
|
|
$
|
146.70
|
|
|
0.3
|
|
$
|
147.51
|
|
Granted
|
0.5
|
|
$
|
121.87
|
|
|
|
|
|
|
|
Exercised
|
—
|
*
|
$
|
116.36
|
|
|
|
|
|
|
|
Outstanding at August 31, 2020
|
0.9
|
|
$
|
133.19
|
|
|
0.4
|
|
$
|
151.07
|
|
Range of option exercise prices:
|
|
|
|
|
|
|
|
||||
$40.01 - $100.00 (average life - 2.1 years)
|
0.1
|
|
$
|
62.25
|
|
|
0.1
|
|
$
|
62.25
|
|
$100.01 - $160.00 (average life - 8.3 years)
|
0.7
|
|
$
|
123.01
|
|
|
0.2
|
|
$
|
126.16
|
|
$160.01 - $210.00 (average life - 5.2 years)
|
0.1
|
|
$
|
207.80
|
|
|
0.1
|
|
$
|
207.80
|
|
$210.01 - $239.76 (average life - 6.1 years)
|
—
|
*
|
$
|
239.76
|
|
|
—
|
*
|
$
|
239.76
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||
|
August 31,
|
|
August 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
239.2
|
|
|
$
|
203.2
|
|
|
$
|
44.6
|
|
|
$
|
45.5
|
|
Service cost
|
4.3
|
|
|
2.9
|
|
|
0.3
|
|
|
0.2
|
|
||||
Interest cost
|
6.4
|
|
|
7.7
|
|
|
0.9
|
|
|
1.3
|
|
||||
Amendments
|
—
|
|
|
11.4
|
|
|
—
|
|
|
—
|
|
||||
Actuarial losses
|
8.5
|
|
|
26.2
|
|
|
0.7
|
|
|
3.2
|
|
||||
Settlement gain
|
—
|
|
|
(3.4
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(8.8
|
)
|
|
(8.8
|
)
|
|
(1.4
|
)
|
|
(2.6
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
4.1
|
|
|
(3.0
|
)
|
||||
Benefit obligation at end of year
|
249.6
|
|
|
239.2
|
|
|
49.2
|
|
|
44.6
|
|
||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
151.5
|
|
|
$
|
149.4
|
|
|
$
|
30.7
|
|
|
$
|
30.9
|
|
Actual return on plan assets
|
19.0
|
|
|
9.0
|
|
|
1.9
|
|
|
3.1
|
|
||||
Employer contributions
|
5.4
|
|
|
5.3
|
|
|
0.8
|
|
|
1.2
|
|
||||
Benefits paid
|
(8.8
|
)
|
|
(12.2
|
)
|
|
(1.4
|
)
|
|
(2.6
|
)
|
||||
Other
|
—
|
|
|
—
|
|
|
3.1
|
|
|
(1.9
|
)
|
||||
Fair value of plan assets at end of year
|
167.1
|
|
|
151.5
|
|
|
35.1
|
|
|
30.7
|
|
||||
Funded status at the end of year
|
$
|
(82.5
|
)
|
|
$
|
(87.7
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(13.9
|
)
|
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current liabilities
|
$
|
(5.0
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
Non-current liabilities
|
(77.5
|
)
|
|
(85.9
|
)
|
|
(14.1
|
)
|
|
(13.8
|
)
|
||||
Net amount recognized in consolidated balance sheets
|
$
|
(82.5
|
)
|
|
$
|
(87.7
|
)
|
|
$
|
(14.1
|
)
|
|
$
|
(13.9
|
)
|
Accumulated benefit obligation
|
$
|
249.1
|
|
|
$
|
239.2
|
|
|
$
|
49.2
|
|
|
$
|
44.6
|
|
Pre-tax amounts in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
(8.4
|
)
|
|
$
|
(12.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
(79.2
|
)
|
|
(83.4
|
)
|
|
(13.5
|
)
|
|
(13.0
|
)
|
||||
Amounts in accumulated other comprehensive loss
|
$
|
(87.6
|
)
|
|
$
|
(95.8
|
)
|
|
$
|
(13.5
|
)
|
|
$
|
(13.0
|
)
|
Pensions plans in which benefit obligation exceeds plan assets:
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation
|
$
|
249.6
|
|
|
$
|
239.2
|
|
|
$
|
49.2
|
|
|
$
|
44.6
|
|
Accumulated benefit obligation
|
249.1
|
|
|
239.2
|
|
|
49.2
|
|
|
44.6
|
|
||||
Plan assets
|
167.1
|
|
|
151.5
|
|
|
35.1
|
|
|
30.7
|
|
||||
Estimated amounts that will be amortized from accumulated comprehensive income over the next fiscal year:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prior service cost
|
$
|
2.9
|
|
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
$
|
4.1
|
|
|
$
|
4.1
|
|
|
$
|
0.6
|
|
|
$
|
1.4
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
||||||||||||
Service cost
|
$
|
4.3
|
|
|
$
|
2.9
|
|
|
$
|
2.7
|
|
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Interest cost
|
6.4
|
|
|
7.7
|
|
|
7.3
|
|
|
0.9
|
|
|
1.3
|
|
|
1.3
|
|
||||||
Expected return on plan assets
|
(10.4
|
)
|
|
(10.5
|
)
|
|
(10.2
|
)
|
|
(2.0
|
)
|
|
(1.9
|
)
|
|
(2.2
|
)
|
||||||
Amortization of prior service cost
|
4.0
|
|
|
3.5
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Settlement
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Recognized actuarial loss
|
4.2
|
|
|
2.7
|
|
|
4.5
|
|
|
1.4
|
|
|
1.4
|
|
|
2.3
|
|
||||||
Net periodic pension cost
|
$
|
8.5
|
|
|
$
|
6.7
|
|
|
$
|
7.4
|
|
|
$
|
0.6
|
|
|
$
|
1.0
|
|
|
$
|
1.6
|
|
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Discount rate
|
2.2
|
%
|
|
2.8
|
%
|
|
1.9
|
%
|
|
2.0
|
%
|
Rate of compensation increase
|
5.0
|
%
|
|
5.0
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
|
Domestic Plans
|
|
International Plans
|
||||||||||||||
|
2020
|
|
2019
|
|
2018
|
|
2020
|
|
2019
|
|
2018
|
||||||
Discount rate
|
2.8
|
%
|
|
3.9
|
%
|
|
3.5
|
%
|
|
2.0
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
Expected return on plan assets
|
7.0
|
%
|
|
7.3
|
%
|
|
7.5
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
|
6.5
|
%
|
Rate of compensation increase
|
5.0
|
%
|
|
5.5
|
%
|
|
5.5
|
%
|
|
3.0
|
%
|
|
3.1
|
%
|
|
3.1
|
%
|
|
% of Plan Assets
|
||||||||||
|
Domestic Plans
|
|
International Plans
|
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Equity securities
|
58.2
|
%
|
|
53.3
|
%
|
|
76.9
|
%
|
|
73.0
|
%
|
Fixed income securities
|
37.3
|
%
|
|
41.8
|
%
|
|
13.7
|
%
|
|
17.1
|
%
|
Multi-strategy investments
|
—
|
%
|
|
—
|
%
|
|
9.4
|
%
|
|
9.9
|
%
|
Real estate
|
4.5
|
%
|
|
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
|
||||||||
|
August 31, 2020
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic large cap equity fund
|
$
|
55.6
|
|
|
$
|
55.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity fund
|
26.0
|
|
|
26.0
|
|
|
—
|
|
|
—
|
|
||||
Collective trust: Domestic small cap equities
|
15.7
|
|
|
—
|
|
|
15.7
|
|
|
—
|
|
||||
Short-term fixed income investments
|
5.2
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
102.5
|
|
|
|
|
|
|
|
|
|
|
||||
Assets calculated at net asset value:
|
|
|
|
|
|
|
|
||||||||
Fixed-income investments
|
57.0
|
|
|
|
|
|
|
|
|||||||
Real estate fund
|
7.6
|
|
|
|
|
|
|
|
|||||||
Total assets at net asset value
|
64.6
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
$
|
167.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Mutual funds:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Domestic large cap equity fund
|
$
|
45.6
|
|
|
$
|
45.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign equity fund
|
20.5
|
|
|
20.5
|
|
|
—
|
|
|
—
|
|
||||
Collective trust: Domestic small cap equities
|
14.6
|
|
|
—
|
|
|
14.6
|
|
|
—
|
|
||||
Short-term fixed income investments
|
6.0
|
|
|
6.0
|
|
|
—
|
|
|
—
|
|
||||
Total assets in the fair value hierarchy
|
86.7
|
|
|
|
|
|
|
|
|
|
|
||||
Assets calculated at net asset value:
|
|
|
|
|
|
|
|
||||||||
Fixed-income investments
|
57.4
|
|
|
|
|
|
|
|
|||||||
Real estate fund
|
7.4
|
|
|
|
|
|
|
|
|||||||
Total assets at net asset value
|
64.8
|
|
|
|
|
|
|
|
|||||||
Total assets at fair value
|
$
|
151.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2020
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
27.0
|
|
|
$
|
—
|
|
|
$
|
27.0
|
|
|
$
|
—
|
|
Short-term fixed income investments
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Multi-strategy investments
|
3.3
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
||||
Fixed-income investments
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
35.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
Fair Value
as of
|
|
Quoted Market
Prices in Active
Markets for
Identical Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
|
August 31, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets included in the fair value hierarchy:
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
22.4
|
|
|
$
|
—
|
|
|
$
|
22.4
|
|
|
$
|
—
|
|
Short-term fixed income investments
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Multi-strategy investments
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
||||
Fixed-income investments
|
5.0
|
|
|
—
|
|
|
5.0
|
|
|
—
|
|
||||
Total assets at fair value
|
$
|
30.7
|
|
|
|
|
|
|
|
|
|
|
|
Domestic Plans
|
|
International Plans
|
||||
2021
|
$
|
12.8
|
|
|
$
|
1.1
|
|
2022
|
11.7
|
|
|
1.2
|
|
||
2023
|
23.3
|
|
|
1.2
|
|
||
2024
|
17.9
|
|
|
1.3
|
|
||
2025
|
13.0
|
|
|
1.3
|
|
||
2026-2030
|
67.6
|
|
|
7.5
|
|
•
|
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.
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Severance and employee-related costs
|
$
|
9.3
|
|
|
$
|
(0.5
|
)
|
|
$
|
5.4
|
|
ROU lease asset impairment charges
|
7.4
|
|
|
—
|
|
|
—
|
|
|||
Other restructuring costs
|
3.3
|
|
|
2.3
|
|
|
0.2
|
|
|||
Total special charges
|
$
|
20.0
|
|
|
$
|
1.8
|
|
|
$
|
5.6
|
|
|
Fiscal 2020 Actions
|
|
Fiscal 2019 Actions
|
|
Fiscal 2018 Actions
|
|
Total
|
||||||||
Balance as of August 31, 2019
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
0.6
|
|
|
$
|
1.9
|
|
Severance costs
|
9.5
|
|
|
—
|
|
|
(0.2
|
)
|
|
9.3
|
|
||||
Payments made during the period
|
(6.5
|
)
|
|
(1.3
|
)
|
|
(0.4
|
)
|
|
(8.2
|
)
|
||||
Balance as of August 31, 2020
|
$
|
3.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
|
Common Stock
|
|||||
|
Shares
|
|
Amount
|
|||
|
|
|
(At par)
|
|||
Balance at August 31, 2017
|
53.5
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.2
|
|
|
—
|
|
|
Stock options exercised
|
—
|
|
*
|
—
|
|
|
Balance at August 31, 2018
|
53.7
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.1
|
|
|
—
|
|
|
Balance at August 31, 2019
|
53.8
|
|
|
$
|
0.5
|
|
Issuance of restricted stock grants, net of cancellations
|
0.1
|
|
|
—
|
|
|
Stock options exercised
|
—
|
|
*
|
—
|
|
|
Balance at August 31, 2020
|
53.9
|
|
|
$
|
0.5
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net income
|
$
|
248.3
|
|
|
$
|
330.4
|
|
|
$
|
349.6
|
|
Basic weighted average shares outstanding
|
39.5
|
|
|
39.7
|
|
|
40.9
|
|
|||
Common stock equivalents
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|||
Diluted weighted average shares outstanding
|
39.6
|
|
|
39.8
|
|
|
41.0
|
|
|||
Basic earnings per share
|
$
|
6.29
|
|
|
$
|
8.32
|
|
|
$
|
8.54
|
|
Diluted earnings per share
|
$
|
6.27
|
|
|
$
|
8.29
|
|
|
$
|
8.52
|
|
|
Year Ended August 31,
|
|||||||
|
2020
|
|
2019
|
|
2018
|
|||
Stock options
|
598,000
|
|
|
300,000
|
|
|
179,000
|
|
Restricted stock awards
|
213,000
|
|
|
160,000
|
|
|
227,000
|
|
Performance stock units *
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Provision for current federal taxes
|
$
|
54.6
|
|
|
$
|
60.3
|
|
|
$
|
88.9
|
|
Provision for current state taxes
|
12.5
|
|
|
14.7
|
|
|
16.4
|
|
|||
Provision for current foreign taxes
|
16.0
|
|
|
10.2
|
|
|
9.2
|
|
|||
(Benefit) provision for deferred taxes
|
(6.7
|
)
|
|
9.3
|
|
|
(38.2
|
)
|
|||
Total provision for income taxes
|
$
|
76.4
|
|
|
$
|
94.5
|
|
|
$
|
76.3
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Federal income tax computed at statutory rate
|
$
|
68.2
|
|
|
$
|
89.2
|
|
|
$
|
109.4
|
|
State income tax, net of federal income tax benefit
|
9.7
|
|
|
12.2
|
|
|
11.5
|
|
|||
Foreign permanent differences and rate differential
|
2.4
|
|
|
2.1
|
|
|
(2.0
|
)
|
|||
Discrete income tax benefits of the TCJA
|
—
|
|
|
(2.2
|
)
|
|
(34.6
|
)
|
|||
Research and development tax credits
|
(7.1
|
)
|
|
(18.1
|
)
|
|
(3.3
|
)
|
|||
Unrecognized tax benefits
|
1.8
|
|
|
12.2
|
|
|
0.4
|
|
|||
Other, net
|
1.4
|
|
|
(0.9
|
)
|
|
(5.1
|
)
|
|||
Total provision for income taxes
|
$
|
76.4
|
|
|
$
|
94.5
|
|
|
$
|
76.3
|
|
|
August 31,
|
||||||
|
2020
|
|
2019
|
||||
Deferred income tax liabilities:
|
|
|
|
|
|
||
Depreciation
|
$
|
(23.3
|
)
|
|
$
|
(22.0
|
)
|
Goodwill and intangibles
|
(153.1
|
)
|
|
(149.6
|
)
|
||
Operating lease right of use asset
|
(15.6
|
)
|
|
—
|
|
||
Other liabilities
|
(5.3
|
)
|
|
(2.8
|
)
|
||
Total deferred income tax liabilities
|
(197.3
|
)
|
|
(174.4
|
)
|
||
Deferred income tax assets:
|
|
|
|
|
|
||
Self-insurance
|
2.1
|
|
|
2.6
|
|
||
Pension
|
22.2
|
|
|
22.7
|
|
||
Deferred compensation
|
22.2
|
|
|
20.5
|
|
||
Net operating losses
|
5.6
|
|
|
6.2
|
|
||
Other accruals not yet deductible
|
32.0
|
|
|
26.9
|
|
||
Operating lease liabilities
|
18.2
|
|
|
—
|
|
||
Other assets
|
9.3
|
|
|
9.7
|
|
||
Total deferred income tax assets
|
111.6
|
|
|
88.6
|
|
||
Valuation allowance
|
(6.5
|
)
|
|
(4.6
|
)
|
||
Net deferred income tax liabilities
|
$
|
(92.2
|
)
|
|
$
|
(90.4
|
)
|
|
Year Ended August 31,
|
||||||
|
2020
|
|
2019
|
||||
Unrecognized tax benefits balance at beginning of year
|
$
|
16.6
|
|
|
$
|
4.4
|
|
Additions based on tax positions related to the current year
|
2.3
|
|
|
2.0
|
|
||
Additions for tax positions of prior years
|
—
|
|
|
10.9
|
|
||
Reductions for tax positions of prior years
|
(0.4
|
)
|
|
—
|
|
||
Reductions due to settlements
|
(1.2
|
)
|
|
—
|
|
||
Reductions due to lapse of statute of limitations
|
(0.1
|
)
|
|
(0.7
|
)
|
||
Unrecognized tax benefits balance at end of year
|
$
|
17.2
|
|
|
$
|
16.6
|
|
|
Year Ended August 31,
|
||||||||||
|
2020
|
|
2019
|
|
2018
|
||||||
Net sales(1):
|
|
|
|
|
|
|
|
|
|||
Domestic(2)
|
$
|
2,925.0
|
|
|
$
|
3,277.4
|
|
|
$
|
3,292.6
|
|
International
|
401.3
|
|
|
395.3
|
|
|
387.5
|
|
|||
Total
|
$
|
3,326.3
|
|
|
$
|
3,672.7
|
|
|
$
|
3,680.1
|
|
Operating profit:
|
|
|
|
|
|
|
|
||||
Domestic(2)
|
$
|
300.6
|
|
|
$
|
419.3
|
|
|
$
|
419.0
|
|
International
|
53.3
|
|
|
43.6
|
|
|
41.8
|
|
|||
Total
|
$
|
353.9
|
|
|
$
|
462.9
|
|
|
$
|
460.8
|
|
Income before provision for income taxes:
|
|
|
|
|
|
|
|
||||
Domestic(2)
|
$
|
274.2
|
|
|
$
|
386.4
|
|
|
$
|
386.4
|
|
International
|
50.5
|
|
|
38.5
|
|
|
39.5
|
|
|||
Total
|
$
|
324.7
|
|
|
$
|
424.9
|
|
|
$
|
425.9
|
|
Long-lived assets(3):
|
|
|
|
|
|
|
|
||||
Domestic(2)
|
$
|
301.2
|
|
|
$
|
248.9
|
|
|
$
|
256.4
|
|
International
|
64.9
|
|
|
48.4
|
|
|
52.0
|
|
|||
Total
|
$
|
366.1
|
|
|
$
|
297.3
|
|
|
$
|
308.4
|
|
(1)
|
Net sales are attributed to each country based on the selling location.
|
(2)
|
Domestic amounts include amounts for U.S. based operations.
|
(3)
|
Long-lived assets include net property, plant, and equipment, operating lease right-of-use assets, long-term deferred income tax assets, and other long-term assets as reflected in the Consolidated Balance Sheets.
|
|
Fiscal Year 2020
|
||||||||||||||
(In millions)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net sales
|
$
|
834.7
|
|
|
$
|
824.2
|
|
|
$
|
776.2
|
|
|
$
|
891.2
|
|
Gross profit
|
$
|
355.8
|
|
|
$
|
343.9
|
|
|
$
|
327.6
|
|
|
$
|
375.1
|
|
Net income
|
$
|
57.0
|
|
|
$
|
57.2
|
|
|
$
|
60.4
|
|
|
$
|
73.7
|
|
Basic earnings per share
|
$
|
1.44
|
|
|
$
|
1.45
|
|
|
$
|
1.53
|
|
|
$
|
1.88
|
|
Diluted earnings per share
|
$
|
1.44
|
|
|
$
|
1.44
|
|
|
$
|
1.52
|
|
|
$
|
1.87
|
|
|
Fiscal Year 2019
|
||||||||||||||
(In millions)
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
Net sales
|
$
|
932.6
|
|
|
$
|
854.4
|
|
|
$
|
947.6
|
|
|
$
|
938.1
|
|
Gross profit
|
$
|
367.5
|
|
|
$
|
333.9
|
|
|
$
|
383.6
|
|
|
$
|
394.7
|
|
Net income
|
$
|
79.6
|
|
|
$
|
66.3
|
|
|
$
|
88.4
|
|
|
$
|
96.1
|
|
Basic earnings per share
|
$
|
1.99
|
|
|
$
|
1.68
|
|
|
$
|
2.23
|
|
|
$
|
2.43
|
|
Diluted earnings per share
|
$
|
1.98
|
|
|
$
|
1.67
|
|
|
$
|
2.22
|
|
|
$
|
2.42
|
|
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 3
|
(a)
|
|
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)
|
|
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)
|
|
|
Reference is made to Exhibit 3(c) of registrant’s Form 10-Q as filed with the Commission on January 9, 2017, which is incorporated herein by reference.
|
|
(d)
|
|
Reference is made to Exhibit 3(d) of registrant’s Form 10-Q as filed with the Commission on January 9, 2017, which is incorporated herein by reference.
|
|
EXHIBIT 4
|
(a)
|
|
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)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 10(i)
|
(1)
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 10-Q as filed with the Commission on July 3, 2018, which is incorporated herein by reference.
|
|
|
(2)
|
|
Reference is made to Exhibit 10.1 of registrant's Form 8-K as filed with the Commission on April 24, 2019, which is incorporated herein by reference.
|
EXHIBIT 10(iii)A
|
|
Management Contracts and Compensatory Arrangements:
|
|
|
|
(1)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.
|
|
|
(14)
|
|
Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on July 6, 2006, which is incorporated herein by reference.
|
|
|
(15)
|
|
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.
|
|
(16)
|
|
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.
|
|
|
(17)
|
|
Reference is made to Exhibit 10(c) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.
|
|
|
(18)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
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)
|
|
Reference is made to Exhibit 10(c) of the registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.
|
|
|
(27)
|
|
Reference is made to Exhibit 10(iii)A(24) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(28)
|
|
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.
|
|
|
(29)
|
|
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.
|
|
|
(30)
|
|
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.
|
|
(31)
|
|
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.
|
|
|
(32)
|
|
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.
|
|
|
(33)
|
|
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.
|
|
|
(34)
|
|
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.
|
|
|
(35)
|
|
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.
|
|
|
(36)
|
|
Reference is made to Exhibit 10(a) of the registrant's Form 10-Q as filed with the Commission on April 3, 2019, which is incorporated herein by reference.
|
|
|
(37)
|
|
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.
|
|
|
(38)
|
|
Reference is made to Exhibit 10.1 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.
|
|
|
(39)
|
|
Reference is made to Exhibit 10.2 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.
|
|
|
(40)
|
|
Reference is made to Exhibit 10.3 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.
|
|
|
(41)
|
|
Reference is made to Exhibit 10.4 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.
|
|
|
(42)
|
|
Reference is made to Exhibit 10.5 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.
|
|
|
(43)
|
|
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.
|
|
|
(44)
|
|
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.
|
|
|
(45)
|
|
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.
|
|
(46)
|
|
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.
|
|
|
(47)
|
|
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.
|
|
|
(48)
|
|
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.
|
|
|
(49)
|
|
Reference is made to Exhibit 10(iii)A(4) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(50)
|
|
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.
|
|
|
(51)
|
|
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.
|
|
|
(52)
|
|
Reference is made to Exhibit 10(iii)A(44) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(53)
|
|
Reference is made to Exhibit 10(iii)A(45) of the registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
|
|
|
(54)
|
|
Reference is made to Exhibit 10(a) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.
|
|
|
(55)
|
|
Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on April 3, 2019, which is incorporated herein by reference.
|
|
|
(56)
|
|
|
Reference is made to Exhibit 10(iii)A(51) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
|
|
(57)
|
|
Reference is made to Exhibit 10(iii)A(52) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
|
|
|
(58)
|
|
Reference is made to Exhibit 10(iii)A(53) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
|
|
|
(59)
|
|
Reference is made to Exhibit 10(iii)A(54) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
|
|
|
(60)
|
|
Reference is made to Exhibit 10(iii)A(55) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
|
|
(61)
|
|
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.
|
|
|
(62)
|
|
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.
|
|
|
(63)
|
|
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.
|
|
|
(64)
|
|
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.
|
|
|
(65)
|
|
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.
|
|
|
(66)
|
|
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.
|
|
|
(67)
|
|
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.
|
|
|
(68)
|
|
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.
|
|
|
(69)
|
|
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.
|
|
|
(70)
|
|
Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.
|
|
|
(71)
|
|
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.
|
|
|
(72)
|
|
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.
|
|
|
(73)
|
|
Reference is made to Exhibit 10(iii)A(59) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(74)
|
|
Reference is made to Exhibit 10(iii)A(58) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(75)
|
|
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.
|
|
|
(76)
|
|
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.
|
|
(77)
|
|
Reference is made to Exhibit 10(iii)A(61) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(78)
|
|
Reference is made to Exhibit 10(iii)A(62) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(79)
|
|
Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.
|
|
|
(80)
|
|
Reference is made to Exhibit 10(iii)A(63) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.
|
|
|
(81)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(82)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(83)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(84)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(85)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(86)
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
(87)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(88)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(89)
|
|
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.
|
|
|
(90)
|
|
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. |
|
|
(91)
|
|
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. |
|
(92)
|
|
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.
|
|
|
(93)
|
|
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.
|
|
|
(94)
|
|
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.
|
|
|
(95)
|
|
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.
|
|
|
(96)
|
|
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.
|
|
|
(97)
|
|
Reference is made to Exhibit 10(iii)A(70) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(98)
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 26, 2017, which is incorporated herein by reference.
|
|
|
(99)
|
|
Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(100)
|
|
Reference is made to Exhibit 10(iii)A(73) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.
|
|
|
(101)
|
|
|
Reference is made to Annex A of the registrant’s Proxy Statement as filed with the Commission on November 21, 2017, which is incorporated herein by reference.
|
|
(102)
|
|
Reference is made to Annex B of the registrant’s Proxy Statement as filed with the Commission on November 21, 2017, which is incorporated herein by reference.
|
|
|
(103)
|
|
Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
|
(104)
|
|
Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
|
(105)
|
|
Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.
|
|
|
(106)
|
|
Reference is made to Exhibit 10(iii)A(93) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
|
|
(107)
|
|
Reference is made to Exhibit 10(iii)A(94) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.
|
|
EXHIBIT 21
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 22
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 23
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 24
|
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 31
|
(a)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(b)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 32
|
(a)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
|
(b)
|
|
Filed with the Commission as part of this Form 10-K.
|
|
EXHIBIT 101
|
.INS
|
XBRL Instance Document
|
|
The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
.SCH
|
XBRL Taxonomy Extension Schema Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
|
.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
Filed with the Commission as part of this Form 10-K.
|
Item 16.
|
Form 10-K Summary
|
Date:
|
October 23, 2020
|
|
By:
|
/S/ NEIL M. ASHE
|
|
|
|
|
Neil M. Ashe
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ NEIL M. ASHE
|
|
President and Chief Executive Officer
|
|
October 23, 2020
|
|
Neil M. Ashe
|
|
|
|
||
|
|
|
|
|
|
/s/ KAREN J. HOLCOM
|
|
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
October 23, 2020
|
|
Karen J. Holcom
|
|
|
|
||
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
W. Patrick Battle
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
Peter C. Browning
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
G. Douglas Dillard, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
James H. Hance, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
Maya Leibman
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
Robert F. McCullough
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director/ Executive Chairman
|
|
October 23, 2020
|
|
Vernon J. Nagel
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
Laura G. O'Shaughnessy
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
Dominic J. Pileggi
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
Ray M. Robinson
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
October 23, 2020
|
|
Mary A. Winston
|
|
|
|
|
|
|
|
|
|
|
|
*BY:
|
/s/ KAREN J. HOLCOM
|
|
Attorney-in-Fact
|
|
October 23, 2020
|
|
Karen J. Holcom
|
|
|
|
|
|
Balance at
|
|
Additions and Reductions Charged to
|
|
|
|
|
|||||||||
|
Beginning of
Year
|
|
Costs and
Expenses
|
|
Other
Accounts
|
|
Deductions
|
|
Balance at
End of Year
|
|||||||
Inventory reserves:
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended August 31, 2020
|
$
|
22.3
|
|
|
36.3
|
|
|
1.8
|
|
|
(11.1
|
)
|
|
$
|
49.3
|
|
Year Ended August 31, 2019
|
$
|
36.8
|
|
|
10.7
|
|
|
(0.1
|
)
|
|
(25.1
|
)
|
|
$
|
22.3
|
|
Year Ended August 31, 2018
|
$
|
28.7
|
|
|
17.3
|
|
|
(0.2
|
)
|
|
(9.0
|
)
|
|
$
|
36.8
|
|
•
|
the designation of the series;
|
•
|
the number of shares of the series, which number the Board may thereafter, except where otherwise provided in the applicable certificate of designation, increase or decrease, but not below the number of shares thereof then outstanding;
|
•
|
any dividend rights;
|
•
|
any liquidation preferences;
|
•
|
any redemption rights;
|
•
|
any sinking fund terms;
|
•
|
any conversion rights;
|
•
|
any voting rights; and
|
•
|
any other relative rights, preferences and limitations of such series.
|
•
|
any merger or consolidation involving the corporation and the interested stockholder;
|
•
|
any sale, transfer, lease, pledge, exchange, mortgage or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
|
•
|
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
|
•
|
subject to exceptions, any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or
|
•
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through the corporation.
|
1.
|
Term of Agreement.
|
ACUITY BRANDS, INC.
|
|
By:
|
/s/ Vernon J. Nagel
|
|
Vernon J. Nagel
|
|
Chairman, President & Chief Executive Officer
|
|
|
EXECUTIVE
|
|
/s/ Barry R. Goldman
|
|
Barry R. Goldman
|
•
|
Management Cash Incentive Plan (or similar plan covering the Executive)
|
•
|
Supplemental Deferred Savings Plan (or similar plan covering the Executive)
|
•
|
Omnibus Stock Incentive Compensation Plan (or similar plan covering the Executive)
|
•
|
401(k) Plan (or similar tax qualified deferred compensation plan covering the Executive)
|
1.
|
Section 3.1(b) is amended by adding a new subparagraph 3.1(b)(6) as follows:
|
2.
|
This Amendment to the CIC Agreement shall be effective on August 20, 2019. Except as hereby modified, the CIC Agreement shall remain in full force and effect.
|
|
|
COMPANY
|
|
|
|
|
|
EXECUTIVE
|
|
ACUITY BRANDS, INC.
|
|
/s/ Barry R. Goldman
|
|
By:
|
/s/ Vernon J. Nagel
|
Barry R. Goldman
|
|
|
VERNON J. NAGEL
|
|
|
|
Chairman, President and CEO
|
|
|
|
|
Date:________________________________
|
|
Date:_______________________________
|
1.
|
TERM OF AGREEMENT.
|
2.
|
DEFINITIONS.
|
4.
|
BENEFITS UPON INVOLUNTARY TERMINATION WITHOUT CAUSE BY THE COMPANY
|
5.
|
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION
|
If to the Company:
|
Acuity Brands, Inc.
Attention: General Counsel
1170 Peachtree Street, Suite 2300
Atlanta, GA 30309
|
If to the Executive:
|
To his/her last known address on file with the Company
|
ACUITY BRANDS, INC.
|
|
By:
|
/s/ Vernon J. Nagel
|
|
Vernon J. Nagel
|
|
Chairman, President & Chief Executive Officer
|
|
|
EXECUTIVE
|
|
/s/ Barry R. Goldman
|
|
Barry R. Goldman
|
1.
|
Section 2.9 is hereby replaced in its entirety by the following:
|
2.
|
This Amendment to the Severance Agreement shall be effective as of the date of this Amendment. Except as hereby modified, the Severance Agreement shall remain in full force and effect.
|
|
|
COMPANY
|
|
|
|
|
|
EXECUTIVE
|
|
ACUITY BRANDS, INC.
|
|
/s/ Barry R. Goldman
|
|
By:
|
/s/ Vernon J. Nagel
|
Barry R. Goldman
|
|
|
VERNON J. NAGEL
|
|
|
|
Chairman, President and CEO
|
1.
|
The following Section 4.10 is appended to the end of Section 4 thereof:
|
2.
|
This Amendment to the Severance Agreement shall be effective as of August 20, 2019. Except as hereby modified, the Severance Agreement shall remain in full force and effect.
|
|
|
COMPANY
|
|
|
|
|
|
EXECUTIVE
|
|
ACUITY BRANDS, INC.
|
|
/s/ Barry R. Goldman
|
|
By:
|
/s/ Vernon J. Nagel
|
Barry R. Goldman
|
|
|
VERNON J. NAGEL
|
|
|
|
Chairman, President and CEO
|
|
|
|
|
Date:_____________________________
|
|
Date:__________________________________
|
1.
|
Section 4.2 is hereby amended by deleting “55%” from clause (i) and substituting “75%” in lieu thereof.
|
2.
|
This Amendment to the Severance Agreement shall be effective as of the date of this Amendment. Except as hereby modified, the Severance Agreement shall remain in full force and effect.
|
|
|
COMPANY
|
|
|
|
|
|
EXECUTIVE
|
|
ACUITY BRANDS, INC.
|
|
/s/ Barry R. Goldman
|
|
By:
|
/s/ Vernon J. Nagel
|
Barry R. Goldman
|
|
|
VERNON J. NAGEL
|
|
|
|
Chairman and CEO
|
|
|
|
|
1.
|
Term of Agreement.
|
ACUITY BRANDS, INC.
|
|
By:
|
/s/ Neil M. Ashe
|
|
Neil M. Ashe
|
|
President and Chief Executive Officer
|
|
|
EXECUTIVE
|
|
/s/ Dianne S. Mills
|
|
Dianne S. Mills
|
•
|
Management Cash Incentive Plan (or similar plan covering the Executive)
|
•
|
Supplemental Deferred Savings Plan (or similar plan covering the Executive)
|
•
|
Omnibus Stock Incentive Compensation Plan (or similar plan covering the Executive)
|
1.
|
TERM OF AGREEMENT.
|
2.
|
DEFINITIONS.
|
4.
|
BENEFITS UPON INVOLUNTARY TERMINATION WITHOUT CAUSE BY THE COMPANY
|
5.
|
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION
|
If to the Company:
|
Acuity Brands, Inc.
Attention: General Counsel
1170 Peachtree Street, Suite 2300
Atlanta, GA 30309
|
If to the Executive:
|
To his/her last known address on file with the Company
|
ACUITY BRANDS, INC.
|
|
By:
|
/s/ Neil M. Ashe
|
|
Neil M. Ashe
|
|
President and Chief Executive Officer
|
|
|
EXECUTIVE
|
|
/s/ Dianne S. Mills
|
|
Dianne S. Mills
|
Subsidiary or Affiliate
|
|
Principal Location
|
|
State or Other Jurisdiction of
Incorporation or Organization
|
A to Z Manufacturing L.L.C.
|
|
Tucson, Arizona
|
|
Arizona
|
AB BMS B.V.
|
|
Eindhoven, the Netherlands
|
|
Netherlands
|
AB Netherlands Holdings B.V.
|
|
Eindhoven, the Netherlands
|
|
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 Insurance Ltd.
|
|
Hamilton, Bermuda
|
|
Bermuda
|
Acuity Brands Lighting, Inc.
|
|
Atlanta, Georgia
|
|
Delaware
|
Acuity Brands Lighting Canada, Inc.
|
|
Markham, Ontario
|
|
Canada
|
Acuity Brands Lighting 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 Brands Mexico Holdings II LLC
|
|
Atlanta, Georgia
|
|
Delaware
|
Acuity Trading Co. Ltd.
|
|
Shanghai, China
|
|
Shanghai
|
Amerillum, LLC
|
|
Atlanta, Georgia
|
|
California
|
Arizona Electronics Trade Co., Ltd
|
|
Tianjin, Peoples Republic of China
|
|
Peoples Republic of China
|
Arizona Trading Company Limited
|
|
Hong Kong
|
|
Hong Kong
|
Castlight de Mexico, S.A. de C.V.
|
|
Matamoros, Tamaulipas
|
|
Mexico
|
Distech Controls Inc.
|
|
Brossard, Quebec, Canada
|
|
British Columbia, Canada
|
Distech Controls Facility Solutions Inc.
|
|
Ottawa, Ontario, Canada
|
|
Ontario, Canada
|
Distech Controls Energy Services Inc.
|
|
Brossard, Quebec, Canada
|
|
Quebec, Canada
|
Distech Controls SAS
|
|
Brindas, France
|
|
France
|
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
|
EXY Poland sp. z o.o.
|
|
Warsaw, Poland
|
|
Poland
|
Holophane S.A. de C.V.
|
|
Mexico City, Mexico
|
|
Mexico
|
Holophane Europe Ltd.
|
|
Milton Keynes, England
|
|
United Kingdom
|
Holophane Lighting Ltd.
|
|
Milton Keynes, England
|
|
United Kingdom
|
HSA Acquisition Company, LLC
|
|
Atlanta, Georgia
|
|
Ohio
|
ID Limited
|
|
Douglas, Isle of Man
|
|
Isle of Man
|
Luminaire LED, LLC
|
|
Atlanta, Georgia
|
|
Delaware
|
Luxfab Limited
|
|
Milton Keynes, England
|
|
United Kingdom
|
The Luminaires Group Inc.
|
|
Montreal, Quebec, Canada
|
|
Quebec, Canada
|
The Luminaires Group U.S.A., LLC
|
|
Atlanta, Georgia
|
|
Delaware
|
Subsidiary Name
|
State or Country of Incorporation or Formation
|
ABL IP Holding LLC
|
Georgia
|
(1)
|
|
Registration Statement (Form S-8 No. 333-74242) pertaining to the Acuity Brands, Inc. 401(k) Plan, Acuity Lighting Group, Inc. 401(k) Profit Sharing Retirement Plan for Salaried Employees, 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,
|
(8)
|
|
Registration Statement (Form S-8 No. 333-185971) pertaining to the Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan, and
|
(9)
|
|
Registration Statement (Form S-8 No. 333-222510) pertaining to the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan;
|
1.
|
I have reviewed this annual report on Form 10-K of Acuity Brands, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures 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 the 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/ Neil M. Ashe
|
|
|
Neil M. Ashe
|
|
|
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 procedures 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 the 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/ Karen J. Holcom
|
|
|
Karen J. Holcom
|
|
|
Senior 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/ Neil M. Ashe
|
|
|
Neil M. Ashe
|
|
|
President and Chief Executive Officer
|
|
|
October 23, 2020
|
|
|
(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/ Karen J. Holcom
|
|
|
Karen J. Holcom
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
October 23, 2020
|
|
|