FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended: December 31, 2008
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to
Commission file number 001- 16583
| A. | Full title of the plans and the address of the plans, if different from that of the Issuer named below: |
Acuity Brands, Inc. 401(k) Plan
Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement
| B. | Name of issuer of the securities held pursuant to the plans and the address of the Principal executive office: |
Acuity Brands, Inc.
1170 Peachtree Street, NE
Suite 2400
Atlanta, Georgia 30309
REQUIRED INFORMATION
The following documents are filed as part of this report:
| 1. | Audited Financial Statements |
Plan financial statements prepared in accordance with the financial reporting requirements of ERISA including the following:
Report of Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits as of December 31, 2008 and 2007
Statements of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2008
Notes to Financial Statements
Supplemental Schedule
| 2. | Exhibits |
The following exhibit is filed with this report:
Consent of Independent Registered Public Accounting Firm
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 29, 2009 | By: | Acuity Brands, Inc. Plan Administrator | ||||||
| By: | /s/ Vernon J. Nagel | |||||||
| Name: | Vernon J. Nagel | |||||||
| Title: | Chairman, President and Chief Executive Officer | |||||||
Acuity Brands, Inc.
Selected 401(k) and Retirement Plans
Audited Financial Statements and Supplemental Schedule
At December 31, 2008 and 2007 and for the year ended December 31, 2008
| 1 | ||
| Audited Financial Statements |
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| 2 | ||
| 4 | ||
| 5 | ||
| Supplemental Schedule |
||
| 17 | ||
| 18 | ||
Report of Independent Registered Public Accounting Firm
Members of the Investment Committee
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
We have audited the accompanying statements of net assets available for benefits of Acuity Brands, Inc. 401(k) Plan, Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees, Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees, and Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement as of December 31, 2008 and 2007, and the related statements of changes in net assets available for benefits for the year ended December 31, 2008. These financial statements are the responsibility of the Plans’ management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plans’ internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plans at December 31, 2008 and 2007, and the changes in the net assets available for benefits for the year ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying schedule of assets (held at end of year) as of December 31, 2008 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plans’ management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Atlanta, Georgia
June 25, 2009
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Statements of Net Assets Available for Benefits
December 31, 2008
| Plan No. |
Plan Name |
Plan Interest in Acuity DC Trust at Fair Value |
Participant Loans |
Excess Contributions Payable |
Net Assets at Fair Value |
Valuation Adjustment* |
Net Assets Available for Benefits |
Plan Interest Percentage in Acuity DC Trust | |||||||||||||||||||||||||||
| 033 |
Acuity Brands, Inc. 401(k) Plan |
$ | 142,621,053 | $ | 2,246,215 | $ | (11,818 | ) | $ | 144,855,450 | $ | 1,601,936 | $ | 146,457,386 | 83.5% | ||||||||||||||||||||
| 067 |
Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees |
1,942,723 | 58,086 | — | 2,000,809 | 28,573 | 2,029,382 | 1.2% | |||||||||||||||||||||||||||
| 069 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees |
8,022,091 | 523,557 | — | 8,545,648 | 122,578 | 8,668,226 | 4.9% | |||||||||||||||||||||||||||
| 070 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement |
16,919,245 | 1,007,333 | — | 17,926,578 | 378,683 | 18,305,261 | 10.4% | |||||||||||||||||||||||||||
See accompanying notes.
| * | Represents adjustment from fair value to contract value for interest in the Acuity DC Trust relative to fully benefit responsive investment contracts. |
2
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Statements of Net Assets Available for Benefits
December 31, 2007
| Plan No. |
Plan Name |
Employer Contributions Receivable |
Participant Contributions Receivable |
Plan Interest in Acuity DC Trust at Fair Value |
Participant Loans |
Excess Contributions Payable |
Net Assets at Fair Value |
Valuation Adjustment* |
Net Assets Available for Benefits |
Plan Interest Percentage in Acuity DC Trust | ||||||||||||||||||||
| 033 |
Acuity Brands, Inc. 401(k) Plan |
$ | 227,227 | $ | 464,760 | $ | 199,243,805 | $ | 2,595,740 | $ | (3,731 | ) | $ | 202,527,801 | $ | (404,908 | ) | $ | 202,122,893 | 85.2% | ||||||||||
| 067 |
Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees |
479 | 6,144 | 2,588,217 | 103,679 | — | 2,698,519 | (6,966 | ) | 2,691,553 | 1.1% | |||||||||||||||||||
| 069 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees |
6,432 | 6,953 | 10,877,528 | 401,553 | — | 11,292,466 | (28,016 | ) | 11,264,450 | 4.8% | |||||||||||||||||||
| 070 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement |
21,091 | 27,248 | 20,269,106 | 819,313 | — | 21,136,758 | (100,169 | ) | 21,036,589 | 8.9% | |||||||||||||||||||
See accompanying notes.
| * | Represents adjustment from fair value to contract value for interest in the Acuity DC Trust relative to fully benefit responsive investment contracts. |
3
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Statements of Changes in Net Assets Available for Benefits
Year Ended December 31, 2008
| Plan No. |
Plan Name |
Net Assets Available for Benefits at January 1, 2008 |
Employer Contributions |
Participant Contributions |
Benefit Payments |
Net Investment Loss from Acuity DC Trust |
Net Assets Available for Benefits at December 31, 2008 |
|||||||||||||||||||||||||||
| 033 |
Acuity Brands, Inc. 401(k) Plan |
$ | 202,122,893 | $ | 3,947,735 | $ | 10,504,357 | $ | (27,699,485 | ) | $ | (42,418,114 | ) | $ | 146,457,386 | |||||||||||||||||||
| 067 |
Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees |
2,691,553 | 25,229 | 390,392 | (595,542 | ) | (482,250 | ) | 2,029,382 | |||||||||||||||||||||||||
| 069 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees |
11,264,450 | 283,230 | 309,059 | (879,238 | ) | (2,309,275 | ) | 8,668,226 | |||||||||||||||||||||||||
| 070 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement |
21,036,589 | 528,259 | 662,550 | (1,305,122 | ) | (2,617,015 | ) | 18,305,261 | |||||||||||||||||||||||||
See accompanying notes.
4
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
December 31, 2008
1. Description of the Plans
General
The financial position of Acuity Brands, Inc. 401(k) Plan, Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees, Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees, and Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement (collectively, the “Plans”) is included in the accompanying financial statements. The assets of the Plans other than participant loans are included in the Acuity Brands, Inc. Defined Contribution Plans Master Trust (the “Acuity DC Trust”). The Plans are subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Employer matching amounts are allocated in accordance with the participant’s current investment elections for elective deferrals at the time the match is funded.
Effective January 1, 2008, all plans were amended and restated. The names of three of the plans were changed at the time of restatement as follows: Acuity Lighting Group, Inc. 401(k) Plan for Hourly Employees became Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees; Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees became Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees; and Holophane Division of Acuity Lighting Group 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement became Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement. Since then, the following plan amendments have been executed:
Acuity Brands, Inc. 401(K) Plan amendment No.1 added installments as an optional form of benefit; eliminated any required minimum amount for the making of a hardship or after-tax contribution withdrawal; and allowed for in-service withdrawals from rollover contributions or upon attainment of age 59 1/ 2; and eliminated annuity optional forms of benefits. Amendment No.2 was related to post-severance compensation pursuant to the final regulations under Section 415 of the Internal Revenue Code (Code) and increased the maximum percentage a participant may contribute to the Plan on a before-tax basis. Amendment No.3 clarified plan document language; no substantive changes were made to the plan.
Acuity Brands Lighting, Inc. 401(K) Plan for Hourly Employees amendment No.1 added installments as an optional form of benefit; eliminated any required minimum amount for the making of a hardship or after-tax contribution withdrawal; and allowed for in-service withdrawals from rollover contributions or upon attainment of age 59 1/2. Amendment No.2 permitted members of the IBEW 613 union to participate in the Plan. Amendment No.3 was related to post-severance compensation pursuant to the final regulations under Section 415 of the Code. Amendment No.4 clarified plan document language; no substantive changes were made to the plan.
Holophane Division of Acuity Brands Lighting 401(K) Plan for Hourly Employees amendment No.1 permitted all Plan participants to make hardship withdrawals and eliminated any required minimum amount for the making of hardship withdrawals. Amendment No.2 was related to post-severance compensation pursuant to the final regulations under Section 415 of the Code and increased the maximum percentage a participant may contribute to the Plan on a before-tax basis. Amendment No.3 clarified plan document language; no substantive changes were made to the plan.
Holophane Division of Acuity Brands Lighting 401(K) Plan for Hourly Employees Covered by a Collective Bargaining Agreement amendment No.1 permitted all Plan participants to make hardship withdrawals and eliminated any required minimum amount for the making of hardship withdrawals. Amendment No.2 was related to post-severance compensation pursuant to the final regulations under Section 415 of the Code. Amendment No.3 clarified plan document language ; no substantive changes were made to the plan.
Refer to the respective summary plan description or plan agreement for additional information about the Plans’ eligibility, funding, allocation, vesting, and benefit provisions.
5
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
1. Description of the Plans (continued)
Eligibility and Forfeitures
Each of the Plans is a defined contribution plan. The Plans cover substantially all domestic salaried, commissioned, union and non-union hourly employees of Acuity Brands, Inc. and its subsidiaries (“the Company”). Employees of certain unions who have elected not to participate in such Plans and foreign employees of the Company are not eligible to participate.
Employees have immediate eligibility upon attaining the age requirement. The Plans further provide that forfeitures of Employer contributions may be used to pay plan administrative expenses or Employer contributions.
In the event of the cessation of operation of a plant, or the discontinuance of a segment of the Company’s business, plan participants shall automatically become fully vested in Employer contributions upon termination.
Loans
Participants may borrow the lesser of 50% of their vested balance or $50,000 (reduced by the excess of the participant’s highest outstanding loan balance from the twelve months prior to the loan request). Participants agree to loan repayment terms upon endorsement of the borrowed funds. Only one outstanding general-purpose loan and one residence loan, a loan issued for the purchase of a primary residence, are permitted during a calendar year. The Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees and the Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement are the only Plans which allow for residential loans.
Loan repayments must be substantially equal in amount over the term of the loan and must be made by payroll deduction on an after-tax basis. General-purpose loans must be repaid within five years and residential loans must be repaid within ten years.
Loan repayments may be suspended, at the discretion of the Company, for a period of not more than twelve months if a participant is on unpaid leave of absence, disability, or military service. Upon return, the loan will be amortized over the initial loan repayment period.
Administration
Administration of the Plans is the responsibility of the members of the Company’s Investment Committee, which are designated by the Chairman, President, and Chief Executive Officer of Acuity Brands, Inc. All administrative expenses of the Plans were paid by either the Company or plan forfeitures during the year ended December 31, 2008.
Plan Termination
Although the Company intends for the Plans to be permanent, the Plans provide the Company the right to discontinue contributions or to terminate the Plans at any time.
In the event of a plan termination, each respective participant shall be 100% vested in the balance of his/her account and his/her proportionate share of any future adjustments or forfeitures.
In October 2008, the Company announced the planned closures of the Austin, Texas and Holophane Utica, Ohio facilities. The closures are scheduled to occur in 2009. As a result, the Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees will incur a full Plan termination once both the locations are closed. The Plan termination will cause any unvested accounts to become fully vested and nonforfeitable.
In October 2008, the Company announced a staff reduction of the IBEW union employees at the Holophane Newark, Ohio facility. The staff reduction is scheduled to occur in 2009. As a result, the Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement will incur a partial Plan termination following the staff reduction. The partial plan termination will cause any unvested accounts of the IBEW employees affected by the termination to become fully vested and nonforfeitable.
Investment in Parties-In-Interest Common Stock
As of December 31, 2008 and 2007, the percentage of the Acuity DC Trust’s net assets invested in the common stock of Acuity Brands, Inc. was 3.5% and 3.3% respectively.
6
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
Funding Policy
The basis for determining participant (pre-tax) and Employer contributions is as follows:
| Plan Name |
Participant Contributions |
Employer Contributions | ||
| Acuity Brands, Inc. 401(k) Plan |
1% to 25% of compensation | Matching contribution of 60% of the first 6% of participant compensation.
Supplemental contributions for employees who on December 31, 2002 were active participants in the Acuity Brands, Inc. Pension Plan, which was frozen on that date are made at the end of each plan year to eligible participants who are non-highly compensated employees and who are employed on the last day of the plan year.
Effective June 1, 2006, automatic enrollment was implemented for all new hires at 3% deferral. | ||
| Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees |
1% to 25% of compensation | Plan provides that the matching contribution for hourly employees of Hydrel and Lithonia will be equal to 25% of the first 15% of a participant’s contributions.
Teamsters Local Union 673 – Midwest Regional Warehouse employees received an employer contribution equal to $.09 per hour worked in 2008 regardless of whether they made participant deferrals to the plan.
Employees at all other locations participating in the plan do not receive an employer contribution. | ||
| Holophane Division of Acuity Brands Lighting |
1% to 25% of compensation | Employees of Utica, Ohio hired on or after December 1, 2001 – 60% of participant contribution up to 6% of compensation.
Employees of Metal Optics – 50% of participant contribution up to 6% of compensation.
All other employees of Holophane – 33% of participant contribution up to 6% of compensation, plus a discretionary basic contribution of 5% of annual compensation. | ||
7
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
Funding Policy (continued)
| Plan Name |
Participant Contributions |
Employer Contributions | ||
| Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement |
1% to 25% of compensation |
IBEW Local 1853 – Effective April 1, 2003 the basic additional contribution was increased to 5% of annual compensation. Participating employees hired prior to December 16, 2001 receive match of 30% of the first 5% of compensation, plus basic 5% of annual compensation. Participating employees hired on or after December 16, 2001 receive a matching contribution of 50% of the first 6% of compensation.
AFGWU Local Nos. 4, 105 and 525 – Effective August 8, 2007, for participating employees hired prior to August 5, 2002, 30% of the first 6% of compensation. Additional basic contribution of 5% of annual compensation. Participating employees hired on or after August 5, 2002 receive a matching contribution of 60% of the first 6% of participant deferrals. Prior to August 8, 2007, for participating employees hired prior to August 5, 2002, 25% of the first 6% of compensation. Additional basic contribution of 5% of annual compensation. Participating employees hired on or after August 5, 2002 receive a matching contribution of 50% of the first 6% of compensation. |
8
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
2. Significant Accounting Policies
Basis of Accounting
The accounts of the Plans are maintained by the trustee, Merrill Lynch National Trust Company, on the cash basis of accounting. The accompanying financial statements have been prepared using the accrual method of accounting.
Investments
The investments in the Acuity DC Trust are subject to certain administrative guidelines and limitations as to the type and amount of securities held. Fund assets are allocated to selected independent investment managers to invest under these guidelines.
Investments of the Acuity DC Trust are stated at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Please see Notes 3 and 8 for further discussion of fair value measurements.
The Acuity DC Trust holds investments in synthetic guaranteed investment contracts (“synthetic GICs” or “wrap contracts”) as part of the Stable Value Fund. The synthetic GICs each hold a diversified portfolio of investment contracts backed by high-quality bonds including corporate bonds, mortgage-backed securities, asset-backed securities, government securities, or units of collective trust funds holding corporate and government bonds. Bonds or units of collective trust funds are held in the name of the Acuity DC Trust. The synthetic GICs or wrap contracts have features that provide for variable interest crediting rates which are credited to the contract value of the contracts’ underlying holdings. As required by FSP AAG INV-1 and SOP 94-4-1, the investments in synthetic GICs deemed to be fully benefit responsive are presented at fair value on the Statements of Net Assets Available for Benefits in the column Plan Interest in Acuity DC Trust. An adjustment column has also been included in the Statements of Net Assets Available for Benefits so that ending value of the synthetic GICs are recorded at contract value in the Net Assets Available for Benefits.
Contract value represents contributions made under the contract, plus earnings, less member withdrawals and administrative expenses. Members may ordinarily direct the withdrawal and transfer of all or a portion of their investment at contract value. The crediting interest rate is based on a mutually agreed upon formula that resets on a monthly basis depending on the performance of the underlying investments being managed. The minimum crediting rate is 0%.
Certain events limit the ability of the Plans to transact at contract value with the issuer. These events include, but are not limited to, the following: (1) amendments to the Plan documents that materially and adversely affect the risk borne by the contract issuer, unless otherwise approved by the issuer, (2) bankruptcy of the Plans’ sponsor or other Plans’ sponsor events which cause a significant withdrawal from the Plans, or (3) the failure of the Acuity DC Trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA. Acuity Brands does not believe that the occurrence of any event limiting the Plans’ ability to transact at contract value with members is probable.
The contract issuers can only terminate the contract under very limited circumstances, such as Acuity Brands or the investment fund managers breaching any of their material obligations under the agreement, or upon completion of specified periods of time following notice periods. Acuity Brands does not believe it is likely that the contracts will be terminated.
The average yield of the Stable Value Fund based on actual earnings was approximately 4.26% and 5.00% at December 31, 2008 and 2007, respectively. The average yield credited to members reflecting all investments in the Stable Value Fund was approximately 4.19% and 4.99% at December 31, 2008 and 2007, respectively. At December 31, 2008 and 2007, the fair values of the underlying assets of the synthetic GICs were $55,663,879 and $55,127,633, respectively, and the values of the wrap contracts and book valuation adjustments included in the Acuity DC Trust were $2,193,854 and ($540,059).
9
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and the differences could be significant.
3. Acuity DC Trust
The Acuity DC Trust is a collective investment of the assets of participating employee benefit plans of the Company. Trust assets are allocated among participating plans by assigning to each plan those transactions (primarily contributions and benefit payments) which can be specifically identified and distributed among all plans, in proportion to the fair value of the assets assigned to each plan, income and expenses resulting from the collective investment of the assets of the Trust. The fair value of net assets of the Acuity DC Trust is presented below as of December 31, 2008 and 2007.
10
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
3. Acuity DC Trust (continued)
| Plans’ Percentage Interest | ||||||||||||||||
| 2008 | Plan | Plan | Plan | Plan | ||||||||||||
| Value | No. 033 | No. 067 | No. 069 | No. 070 | ||||||||||||
| Mutual Funds |
||||||||||||||||
| Vanguard S & P 500 Index |
$ | 17,713,767 | 89.39 | % | 1.66 | % | 3.46 | % | 5.49 | % | ||||||
| American Century Equity Income |
12,526,841 | 88.13 | % | 0.58 | % | 5.56 | % | 5.73 | % | |||||||
| T. Rowe Price Mid Cap Growth |
9,831,620 | 82.80 | % | 0.61 | % | 5.57 | % | 11.02 | % | |||||||
| Templeton Foreign |
6,724,828 | 90.86 | % | 0.58 | % | 3.53 | % | 5.03 | % | |||||||
| CRM Mid Cap Value |
6,495,117 | 91.10 | % | 0.63 | % | 3.55 | % | 4.72 | % | |||||||
| Vanguard Explorer |
5,630,237 | 85.95 | % | 0.85 | % | 4.63 | % | 8.57 | % | |||||||
| T Rowe Price Growth Stock |
5,072,491 | 85.48 | % | 0.90 | % | 4.65 | % | 8.97 | % | |||||||
| Northern Small Cap Value |
4,622,506 | 90.91 | % | 0.90 | % | 4.66 | % | 3.53 | % | |||||||
| Total Mutual Funds |
68,617,407 | |||||||||||||||
| Self-Directed Brokerage Accounts |
||||||||||||||||
| Money Market Fund |
1,798,637 | 99.53 | % | — | 0.21 | % | 0.26 | % | ||||||||
| Corporate Bonds |
29,590 | 100.00 | % | — | — | — | ||||||||||
| Mutual Funds |
461,239 | 100.00 | % | — | — | — | ||||||||||
| Common Stocks |
2,248,116 | 86.68 | % | — | 1.76 | % | 11.56 | % | ||||||||
| Total Self-Directed Brokerage Accounts |
4,537,582 | |||||||||||||||
| Common Stock Fund |
||||||||||||||||
| Acuity Brands Stock |
5,959,738 | 93.56 | % | 1.41 | % | 3.10 | % | 1.93 | % | |||||||
| Total Common Stock |
5,959,738 | |||||||||||||||
| Common/Collective Trusts |
||||||||||||||||
| Dow Jones Target Today Fund |
3,381,077 | 74.47 | % | 1.96 | % | 9.34 | % | 14.23 | % | |||||||
| Dow Jones Target 2025 Fund |
12,702,870 | 91.14 | % | 1.36 | % | 2.99 | % | 4.51 | % | |||||||
| Dow Jones Target 2045 Fund |
2,880,353 | 88.06 | % | 0.65 | % | 6.76 | % | 4.53 | % | |||||||
| Dow Jones Target 2015 Fund |
3,051,405 | 87.78 | % | 2.22 | % | 2.98 | % | 7.02 | % | |||||||
| Dow Jones Target 2035 Fund |
3,883,283 | 85.56 | % | 1.51 | % | 7.01 | % | 5.92 | % | |||||||
| SSGA Bond Index |
7,326,376 | 92.84 | % | 0.92 | % | 2.96 | % | 3.28 | % | |||||||
| Total Common/Collective Trusts |
33,225,364 | |||||||||||||||
| Synthetic GIC Fund |
||||||||||||||||
| INVESCO Stable Value |
57,102,683 | 75.15 | % | 1.34 | % | 5.75 | % | 17.76 | % | |||||||
| Total Investments |
169,442,774 | |||||||||||||||
| Accrued Investment Income |
3,748 | |||||||||||||||
| Adjustments for pending trades |
81,080 | |||||||||||||||
| Total Assets |
169,527,602 | |||||||||||||||
| Accrued expenses and other |
(22,490 | ) | ||||||||||||||
| Net Assets at fair value |
169,505,112 | |||||||||||||||
| Valuation Adjustment |
2,131,770 | |||||||||||||||
| Net Assets of the Acuity DC Trust |
$ | 171,636,882 | ||||||||||||||
11
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
3. Acuity DC Trust (continued)
| Plans’ Percentage Interest | ||||||||||||||||
| 2007 | Plan | Plan | Plan | Plan | ||||||||||||
| Value | No. 033 | No. 067 | No. 069 | No. 070 | ||||||||||||
| Mutual Funds |
||||||||||||||||
| Vanguard S & P 500 Index |
$ | 30,780,807 | 89.68 | % | 1.64 | % | 3.54 | % | 5.14 | % | ||||||
| American Century Equity Income |
18,360,054 | 89.42 | % | 0.60 | % | 5.10 | % | 4.88 | % | |||||||
| T. Rowe Price Mid Cap Growth |
17,607,952 | 82.98 | % | 0.65 | % | 6.32 | % | 10.05 | % | |||||||
| Templeton Foreign |
14,592,732 | 92.51 | % | 0.35 | % | 3.40 | % | 3.74 | % | |||||||
| CRM Mid Cap Value |
11,969,491 | 92.13 | % | 0.39 | % | 3.80 | % | 3.68 | % | |||||||
| Vanguard Explorer |
9,585,962 | 85.07 | % | 1.36 | % | 5.21 | % | 8.35 | % | |||||||
| T Rowe Price Growth Stock |
8,631,258 | 85.24 | % | 1.15 | % | 5.16 | % | 8.45 | % | |||||||
| Northern Small Cap Value |
6,675,302 | 90.40 | % | 0.73 | % | 5.40 | % | 3.48 | % | |||||||
| Total Mutual Funds |
118,203,558 | |||||||||||||||
| Self-Directed Brokerage Accounts |
||||||||||||||||
| Money Market Fund |
1,326 | — | — | 100.00 | % | — | ||||||||||
| Mutual Funds |
4,255,119 | 93.99 | % | — | 0.20 | % | 5.81 | % | ||||||||
| Common Stocks |
2,784,461 | 92.29 | % | — | 4.50 | % | 3.21 | % | ||||||||
| Total Self-Directed Brokerage Accounts |
7,040,906 | |||||||||||||||
| Common Stock Funds |
||||||||||||||||
| Zep Stock Fund Frozen |
975,669 | 92.30 | % | 1.24 | % | 4.18 | % | 2.28 | % | |||||||
| Acuity Brands Stock |
7,734,834 | 93.15 | % | 1.51 | % | 3.45 | % | 1.89 | % | |||||||
| Total Common Stock |
8,710,503 | |||||||||||||||
| Common/Collective Trusts |
||||||||||||||||
| Dow Jones Target Today Fund |
4,081,553 | 74.27 | % | 1.86 | % | 11.31 | % | 12.56 | % | |||||||
| Dow Jones Target 2025 Fund |
18,302,162 | 90.84 | % | 1.79 | % | 3.01 | % | 4.36 | % | |||||||
| Dow Jones Target 2045 Fund |
4,122,911 | 86.49 | % | 0.72 | % | 7.91 | % | 4.87 | % | |||||||
| Dow Jones Target 2015 Fund |
3,845,072 | 88.75 | % | 1.86 | % | 3.07 | % | 6.32 | % | |||||||
| Dow Jones Target 2035 Fund |
5,992,723 | 85.79 | % | 1.41 | % | 7.81 | % | 4.99 | % | |||||||
| SSGA Bond Index |
6,081,570 | 92.58 | % | 0.54 | % | 3.00 | % | 3.89 | % | |||||||
| Total Common/Collective Trusts |
42,425,991 | |||||||||||||||
| Synthetic GIC Fund |
||||||||||||||||
| INVESCO Stable Value |
56,482,538 | 74.97 | % | 1.29 | % | 5.19 | % | 18.55 | % | |||||||
| Total Investments |
232,863,496 | |||||||||||||||
| Accrued Investment Income |
130,726 | |||||||||||||||
| Adjustments for pending trades |
49,786 | |||||||||||||||
| Total Assets |
233,044,008 | |||||||||||||||
| Accrued expenses and other |
(65,352 | ) | ||||||||||||||
| Net Assets at fair value |
232,978,656 | |||||||||||||||
| Valuation Adjustment |
(540,059 | ) | ||||||||||||||
| Net Assets of the Acuity DC Trust |
$ | 232,438,597 | ||||||||||||||
12
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
3. Acuity DC Trust (continued)
The following investments are the components of the synthetic GICs:
DC Plans Master Trust Stable Value Fund
| Contract Issuer |
Security |
2008 Fair Value |
2008 Valuation Adjustment |
2008 Contract Value | ||||||||
| 103-12 Investment Entities: |
||||||||||||
| ING Life & Annuity |
IGT INVESCO Short Term Bond | $ | 6,850,624 | $ | 260,945 | $ | 7,111,569 | |||||
| Monumental |
IGT MxMGR Core | 8,442,298 | 402,525 | 8,844,823 | ||||||||
| NATIXIS Capital Markets |
IGT INVESCO Short Term Bond | 13,292,528 | 493,856 | 13,786,384 | ||||||||
| Pacific Life Insurance |
IGT MxMGR Int G/C | 9,884,079 | 354,940 | 10,239,019 | ||||||||
| Rabobank Nederland |
IGT MxMGR Int G/C | 10,409,175 | 371,814 | 10,780,989 | ||||||||
| State Street Bank |
IGT INVESCO Short Term Bond | 6,785,175 | 247,690 | 7,032,865 | ||||||||
| Subtotal |
55,663,879 | 2,131,770 | 57,795,649 | |||||||||
| Wrap Contracts |
62,084 | — | 62,084 | |||||||||
| Cash |
||||||||||||
| State Street Bank |
Cash | 1,376,720 | — | 1,376,720 | ||||||||
| Total |
$ | 57,102,683 | $ | 2,131,770 | $ | 59,234,453 | ||||||
| Contract Issuer |
Security |
2007 Fair Value |
2007 Valuation Adjustment |
2007 Contract Value | ||||||||
| 103-12 Investment Entities: |
||||||||||||
| ING Life & Annuity |
IGT INVESCO Short Term Bond | $ | 7,097,505 | $ | (63,322 | ) | $ | 7,034,183 | ||||
| Monumental |
IGT MxMGR Core | 8,434,056 | (6,566 | ) | 8,427,490 | |||||||
| NATIXIS Capital Markets |
IGT INVESCO Short Term Bond | 13,334,598 | (164,087 | ) | 13,170,511 | |||||||
| Rabobank Nederland |
IGT MxMGR Int G/C | 9,883,703 | (120,757 | ) | 9,762,946 | |||||||
| State Street Bank |
IGT INVESCO Short Term Bond | 6,437,095 | (55,694 | ) | 6,381,401 | |||||||
| UBS AG |
IGT MxMGR Int G/C | 9,940,676 | (129,633 | ) | 9,811,043 | |||||||
| Subtotal |
55,127,633 | (540,059 | ) | 54,587,574 | ||||||||
| Wrap Contracts |
— | — | — | |||||||||
| Cash |
||||||||||||
| State Street Bank |
Cash | 1,354,905 | — | 1,354,905 | ||||||||
| Total |
$ | 56,482,538 | $ | (540,059 | ) | $ | 55,942,479 | |||||
Investment results of the Acuity DC Trust for the year ended December 31, 2008 are as follows:
| Interest income |
$ | 2,373,560 | ||
| Net depreciation in fair value of common stock (quoted market prices) |
(1,295,430 | ) | ||
| Net investment loss from common/collective trust funds (quoted redemption values) |
(9,040,479 | ) | ||
| Net investment loss from mutual funds (quoted market prices) |
(39,864,305 | ) | ||
| Investment Results |
$ | (47,826,654 | ) | |
13
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
3. Acuity DC Trust (continued)
In accordance with Statement of Financial Accounting Standards No. 157, Fair Value Measurements, (“SFAS No. 157”), Acuity Brands determines a fair value measurement based on the assumptions a market participant would use in pricing an asset or liability. SFAS No. 157 established a three-tiered hierarchy making a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2), and (iii) unobservable inputs that reflect Acuity Brands’ best estimate of what market participants would use in pricing an asset or liability including consideration of the risk inherent in the valuation technique and the risk inherent in the inputs to the model (Level 3).
The following table presents information about the Acuity DC Trust’s assets as of December 31, 2008:
| Fair Value Measurements as of December 31, 2008 | ||||||||||||
| Assets |
Fair Value as of December 31, 2008 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) | ||||||||
| Mutual Funds |
$ | 68,617,407 | $ | 68,617,407 | $ | — | $ | — | ||||
| Self-Directed Brokerage Accounts |
4,537,582 | 4,537,582 | — | — | ||||||||
| Common Stock |
5,959,738 | 5,959,738 | — | — | ||||||||
| Common/Collective Trusts |
33,225,364 | — | 33,225,364 | — | ||||||||
| 103-12 Investment Entities |
55,663,879 | — | 55,663,879 | — | ||||||||
| Wrap Contracts |
62,084 | — | — | 62,084 | ||||||||
| Stable Value Fund Cash |
1,376,720 | 1,376,720 | — | — | ||||||||
| $ | 169,442,774 | |||||||||||
The table below presents a summary of changes in the fair value of the Acuity DC Trust’s Level 3 assets for the year ended December 31, 2008:
| Year ended December 31, 2008 | |||
| Wrap Contracts | |||
| Balance, beginning of year |
$ | — | |
| Realized gains/(losses) |
— | ||
| Unrealized gain relating to instruments still held at the reporting date |
62,084 | ||
| Purchases, sales, issuances, and settlements, net |
— | ||
| Balance, end of year |
$ | 62,084 | |
14
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
4. Income Tax Status
The Plans have received determination letters from the Internal Revenue Service stating that the Plans are qualified under Section 401(a) of the Code and therefore, the related Trust is exempt from taxation. Subsequent to these determinations by the Internal Revenue Service, the Plans were amended and/or restated. Once qualified, the Plans are required to operate in conformity with the Code to maintain their qualification. The Plan sponsor indicated that it will take the necessary steps, if any, to bring the Plans’ operations into compliance with the Code.
5. Benefits Payable
The following Plans had benefit payments that were approved for payment prior to December 31, but were not paid until subsequent to December 31:
| Plan |
Plan Name |
2008 | 2007 | |||||
| 033 |
Acuity Brands, Inc. 401(k) Plan | $ | — | $ | 111,133 | |||
These benefit payments represent a reconciling item between the financial statements and Form 5500. An additional reconciling item is related to the difference between the carrying value of synthetic GICs in the financial statements (contract value) and Form 5500 (fair value) in the amount of $2,131,770. The Form 5500 has not yet been finalized. As such, the differences may vary. However, these differences are not expected to be material.
6. Excess Contributions Payable
As of December 31, 2008 and 2007, liabilities for excess contributions for the Acuity Brands, Inc. 401(k) Plan (Plan No. 033), as defined by the Code, were $11,818 and $3,731, respectively.
7. Risks and Uncertainties
The Plans invest in various investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
8. Fair Value Measurements
In accordance with SFAS No. 157, Fair Value Measurements, (“SFAS No. 157”), Acuity Brands determines a fair value measurement based on the assumptions a market participant would use in pricing an asset or liability. Investments of the Acuity DC Trust, including guaranteed investment contracts (“GICs”), are stated at fair value, as determined by the trustee from quoted market prices in an active market, quoted redemption values, or as determined by the Investment Manager using generally accepted valuation procedures for GICs. Securities traded on a national exchange are valued at the last reported sales price on the last business day of the plan year; investments traded in the over-the-counter market and listed securities for which no sale was reported on the last day of the plan year are valued at the last reported bid price.
The fair value of wrap contracts is determined by calculating the present value of excess future wrap fees. When the replacement cost of a wrap contract (a re-pricing provided annually by the contract issuer) is greater than the current wrap fee, the difference is converted into the implied additional fee payment cash flows for the duration of the holding. The present value of that cash flow stream is calculated using a swap curve yield that is based on the duration of the holding and adjusted for the holding’s credit quality rating.
The following table presents information about the Plans’ assets as of December 31, 2008:
15
Acuity Brands, Inc. Selected 401(k) and Retirement Plans
Notes to Financial Statements (continued)
8. Fair Value Measurements (continued)
| Fair Value Measurements as of December 31, 2008 | ||||||||||||||
| Plan No. |
Plan Name |
Assets |
Fair Value as of December 31, 2008 |
Quoted Market Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) | ||||||||
| 033 |
Acuity Brands, Inc. 401(k) Plan | Participant Loans | $ | 2,246,215 | $ | 2,246,215 | ||||||||
| Investment in Master Trust | 142,621,053 | |||||||||||||
| 144,867,268 | ||||||||||||||
| 067 |
Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees | Participant Loans | 58,086 | 58,086 | ||||||||||
| Investment in Master Trust | 1,942,723 | |||||||||||||
| 2,000,809 | ||||||||||||||
| 069 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees | Participant Loans | 523,557 | 523,557 | ||||||||||
| Investment in Master Trust | 8,022,091 | |||||||||||||
| 8,545,648 | ||||||||||||||
| 070 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees covered by a Collective Bargaining Agreement | Participant Loans | 1,007,333 | 1,007,333 | ||||||||||
| Investment in Master Trust | 16,919,245 | |||||||||||||
| $ | 17,926,578 | |||||||||||||
The table below presents a summary of changes in the fair value of the Plans’ level 3 assets for the year ended December 31, 2008:
| Year ended December 31, 2008 | ||||||||||||
| Plan No. |
Plan Name |
Balance, Beginning of Year |
Purchases, sales, issuances, and settlements, net |
Balance, End of Year | ||||||||
| 033 |
Acuity Brands, Inc. 401(k) Plan | $ | 2,595,740 | $ | (349,525 | ) | $ | 2,246,215 | ||||
| 067 |
Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees | 103,679 | (45,593 | ) | 58,086 | |||||||
| 069 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees | 401,553 | 122,004 | 523,557 | ||||||||
| 070 |
Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees covered by a Collective Bargaining Agreement | 819,313 | 188,020 | 1,007,333 | ||||||||
16
Acuity Brands, Inc.
Selected 401(k) and Retirement Plans
Schedule H, Line 4i
Schedule of Assets (Held at End of Year)
December 31, 2008
| Plan Name |
Plan No. |
EIN # | Identity of Issue * |
Description of Investment Varying Maturity Dates and Interest Rates Ranging from: |
Current Value | ||||||
| Acuity Brands, Inc. 401(k) Plan |
033 | 58-2632672 | Participant Loans | 5.00% to 9.50% (various maturity dates) |
$ | 2,246,215 | |||||
| Acuity Brands Lighting, Inc. 401(k) Plan for Hourly Employees |
067 | 58-2632672 | Participant Loans | 5.00% to 9.25% (various maturity dates) |
58,086 | ||||||
| Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees |
069 | 58-2632672 | Participant Loans | 5.00% to 9.25% (various maturity dates) |
523,557 | ||||||
| Holophane Division of Acuity Brands Lighting 401(k) Plan for Hourly Employees Covered by a Collective Bargaining Agreement |
070 | 58-2632672 | Participant Loans | 5.00% to 9.25% (various maturity dates) |
1,007,333 | ||||||
| * | Represents a party in interest |
17
| Exhibit |
Description | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
18