Significant Accounting Policies

Principles of Consolidation

The Consolidated Financial Statements include the accounts of Acuity Brands and its wholly-owned subsidiaries after elimination of intercompany transactions and accounts.

Revenue Recognition

The Company records revenue when the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the Company’s price to the customer is fixed and determinable, and collectability is reasonably assured. Delivery is not considered to have occurred until the customer assumes the risks and rewards of ownership. Customers take delivery at the time of shipment for terms designated free on board shipping point. For sales designated free on board destination, customers take delivery when the product is received at the customer’s designated site. Provisions for certain rebates, sales incentives, product returns, and discounts to customers are recorded in the same period the related revenue is recorded.

The Company also maintains one-time or ongoing marketing and trade-promotion programs with certain customers that require the Company to estimate and accrue the expected costs of such programs. These arrangements include cooperative marketing programs, merchandising of the Company’s products, introductory marketing funds for new products, and other trade-promotion activities conducted by the customer. Costs associated with these programs are reflected within the Company’s Consolidated Statements of Comprehensive Income in accordance with Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition (“ASC 605”), which in most instances requires such costs be recorded as a reduction of revenue. The liabilities associated with the programs totaled $38.1 million and $41.0 million as of August 31, 2017 and 2016, respectively, and are reflected within Other accrued liabilities on the Consolidated Balance Sheets.

The Company's standard terms and conditions of sale allow returns of certain products within four months of the date of shipment. The Company also provides for limited product return rights to certain distributors and other customers, primarily for slow moving or damaged items subject to certain defined criteria. The limited product return rights generally allow customers to return resalable products purchased within a specified time period and subject to certain limitations, including, at times, when accompanied by a replacement order of equal or greater value. At the time revenue is recognized, the Company records a provision for the estimated amount of future returns primarily based on historical experience, specific notification of pending returns, or contractual terms with the respective customers. Although historical product returns generally have been within expectations, there can be no assurance that future product returns will not exceed historical amounts. A significant increase in product returns could have a material adverse impact on the Company's operating results in future periods.

Revenue is earned on services and the sale of products. Revenue is recognized for the sale of products when the above criteria are met and for services rendered in the period of performance.

Revenue Recognition for Arrangements with Multiple Deliverables

A small portion (less than 4%) of the Company's revenues are derived from the combination of any or all of: (i) the sale and license of its products, (ii) fees associated with training, installation, and technical support services, (iii) monitoring and lighting control services, and (iv) providing services related to data analytics. Certain agreements for integrated lighting solutions represent multiple-element arrangements that include tangible products as well as services that are essential to the functionality of the solution. These services primarily relate to installation, monitoring, and lighting controls services. All of these elements are reviewed and analyzed to determine separability in relation to the delivered elements and appropriate pricing treatment based on (a) vendor-specific objective evidence, (b) third-party evidence, or (c) management estimates. If deemed separate units of accounting, the revenue and associated cost of sales related to the delivered elements are recognized at the time of delivery, while those related to the undelivered elements are recognized appropriately based on the period of performance. If the separation criterion for the undelivered elements is not met because the undelivered elements are essential to the functionality of the lighting controls systems, all revenue and cost of sales attributable to the contract are deferred at the time of sale and are both generally recognized on a straight-line basis over the respective contract periods.

Use of Estimates

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

Cash and Cash Equivalents

Cash in excess of daily requirements is invested in time deposits and marketable securities and is included in the accompanying balance sheets at fair value. The Company considers time deposits and marketable securities with an original maturity of three months or less when purchased to be cash equivalents.

Accounts Receivable

The Company records accounts receivable at net realizable value. This value includes a reserve for doubtful accounts to reflect losses anticipated on accounts receivable balances. The allowance is based on historical write-offs, an analysis of past due accounts based on the contractual terms of the receivables, and the economic status of customers, if known. Management believes that the allowance is sufficient to cover uncollectible amounts; however, there can be no assurance that unanticipated future business conditions of customers will not have a negative impact on the Company’s results of operations.

Concentrations of Credit Risk

Concentrations of credit risk with respect to receivables, which are typically unsecured, are generally limited due to the wide variety of customers and markets using the Company’s lighting and building management solutions as well as their dispersion across many different geographic areas. Two customers each accounted for approximately 10% of receivables at August 31, 2017, and no single customer accounted for more than 10% of net sales in fiscal 2017. One customer accounted for approximately 10% of receivables at August 31, 2016, and no single customer accounted for more than 10% of net sales in fiscal 2016. A single customer accounted for approximately 11% of net sales in fiscal 2015.

Reclassifications

Certain prior-period amounts have been reclassified to conform to the current year presentation. No material reclassifications occurred during the current period.

Subsequent Events

The Company has evaluated subsequent events for recognition and disclosure for occurrences and transactions after the date of the consolidated financial statements as of August 31, 2017.

Inventories

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



	August 31,
	2017			2016
Raw materials, supplies, and work in process⁽¹⁾	$	176.5		$	170.3
Finished goods	180.8			145.3
Inventories excluding reserves	357.3			315.6
Less: Reserves	(28.7		)	(20.4		)
Total inventories	$	328.6		$	295.2

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⁽¹⁾	Due to the immaterial amount of estimated work in process and the short lead times for the conversion of raw materials to finished goods, the Company does not believe the segregation of raw materials and work in process is meaningful information.

Management reviews inventory quantities on hand and records a provision for excess or obsolete inventory primarily based on estimated future demand and current market conditions. A significant change in customer demand or market conditions could render certain inventory obsolete and could have a material adverse impact on the Company’s operating results in the period the change occurs.

Assets Held for Sale

In accordance with applicable U.S. GAAP, the Company classifies assets as held for sale upon the development of a plan for disposal and ceases the depreciation and amortization of the assets at that date. The Company did not classify any assets as held for sale as of August 31, 2017. As of August 31, 2016, certain property with a carrying value of $5.4 million was classified as held for sale and included within Prepayments and other current assets on the Consolidated Balance Sheets. This property was subsequently sold during the year ended August 31, 2017.

Goodwill and Other Intangibles

Goodwill amounted to $900.9 million and $947.8 million as of August 31, 2017 and 2016, respectively. The change in the carrying amount of goodwill during fiscal 2017 is summarized as follows (in millions):



Balance as of August 31, 2016	$	947.8
Adjustments to provisional amounts	(56.5		)
Foreign currency translation adjustments	9.6
Balance as of August 31, 2017	$	900.9

Summarized information for the Company’s acquired intangible assets is as follows (in millions):



	August 31,
	2017					2016
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Definite-lived intangible assets:
Patents and patented technology	$	124.1	$	(51.5	)	$	112.3	$	(39.9	)
Trademarks and trade names	27.2		(12.0		)	27.2		(10.7		)
Distribution network	61.8		(35.2		)	61.8		(33.0		)
Customer relationships	240.8		(43.1		)	157.9		(29.3		)
Other	4.6		(4.6		)	4.9		(4.8		)
Total definite-lived intangible assets	$	458.5	$	(146.4	)	$	364.1	$	(117.7	)
Indefinite-lived trade names	$	136.7				$	135.0

Through multiple acquisitions, the Company acquired intangible assets consisting primarily of trademarks and trade names associated with specific products with finite lives, definite-lived distribution networks, patented technology, non-compete agreements, and customer relationships, which are amortized over their estimated useful lives. Indefinite-lived intangible assets consist of trade names that are expected to generate cash flows indefinitely. Significant estimates and assumptions were used to determine the initial fair value of these acquired intangible assets, including estimated future net sales, customer attrition rates, royalty rates, and discount rates.

The current year increase in the gross carrying amounts for the acquired intangible assets and the decrease in goodwill were due primarily to the finalization of the purchase accounting allocation during the current fiscal year for Juno Lighting LLC (“Juno Lighting”) and DGLogik, Inc. (“DGLogik”) as well as foreign currency translation adjustments. Refer to the Acquisitions and Investments footnote for additional information regarding the purchase price allocations for these acquisitions.

The Company recorded amortization expense of $28.0 million, $21.4 million, and $11.0 million related to intangible assets with finite lives during fiscal 2017, 2016, and 2015, respectively. Amortization expense is generally recorded on a straight-line basis and is expected to be approximately $26.4 million in fiscal 2018, $26.4 million in fiscal 2019, $26.0 million in fiscal 2020, $25.7 million in fiscal 2021, and $22.3 million in fiscal 2022.

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis or more frequently as facts and circumstances change, as required by ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”). Additionally, the Company early adopted Accounting Standards Update (“ASU”), Simplifying the Test for Goodwill Impairment (“ASU 2017-04,”). Refer to the New Accounting Pronouncements footnote for more information regarding the adoption of this standard. The preliminary goodwill impairment step allows for an optional qualitative analysis to determine the likelihood of impairment. If the qualitative review results in a more likely than not probability of impairment, a quantitative analysis is required. The qualitative step may be bypassed entirely in favor of a quantitative test.

The quantitative analysis identifies impairments by comparing the fair value of a reporting unit with its carrying value, including goodwill. The fair values can be determined based on a combination of valuation techniques including the expected present value of future cash flows, a market multiple approach, and a comparable transaction approach. If the fair value of a reporting unit exceeds its carrying value, goodwill is not considered impaired. Conversely, if the carrying value of a reporting unit exceeds its fair value, an impairment charge for the difference is recorded. In fiscal 2017, a quantitative fair value analysis, based on discounted future cash flows, was used to determine the likelihood of goodwill impairment for the Company’s one reporting unit. During fiscal 2016 and 2015, a qualitative analysis was used to determine the likelihood of impairment. The analysis for goodwill did not result in an impairment charge during fiscal 2017, 2016, or 2015.

The impairment test for indefinite-lived trade names consists of comparing the fair value of an asset with its carrying value. If the carrying amount exceeds the estimated fair value, an impairment loss would be recorded in the amount of the excess. The Company estimates the fair value of indefinite-lived trade names using a fair value model based on discounted future cash flows. Significant assumptions, including estimated future net sales, royalty rates, and discount rates, are used in the determination of estimated fair value for indefinite-lived trade names. The indefinite-lived trade name analysis did not result in an impairment charge for fiscal 2017 or 2015. However, during fiscal 2016, management began to rationalize the Company's portfolio of brands, resulting in the initiation of the phase out of one of the trade names. As a result, during fiscal 2016, the Company recognized an impairment charge of $5.1 million related to this trade name and concluded the trade name is definite-lived. The impairment charge is included in Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income for the year ended August 31, 2016. The indefinite-lived intangible asset analysis for fiscal 2016 did not result in any other impairment charges, as the fair values exceeded the carrying values for each of the other trade names.

Other Long-Term Assets

Other long-term assets consist of the following (in millions):



	August 31,
	2017		2016
Deferred contract costs	$	6.7	$	8.3
Investment in noncontrolling affiliate⁽¹⁾	—		8.0
Other⁽²⁾	6.5		6.7
Total other long-term assets	$	13.2	$	23.0

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⁽¹⁾

The Company previously held an equity investment in an unconsolidated affiliate. This strategic investment was less than a 20% ownership interest in the privately-held affiliate, and the Company did not maintain power over or control of the entity. The Company accounted for this investment using the cost method. During fiscal 2017, this investment was sold, resulting in the recognition of a gain of $7.2 million.

⁽²⁾

Amounts primarily include deferred debt issuance costs related to the Company's revolving credit facility and company-owned life insurance investments. The Company maintains life insurance policies on 73 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, 2017.

Other Long-Term Liabilities

Other long-term liabilities consist of the following (in millions):



	August 31,
	2017		2016
Deferred compensation and postretirement benefits other than pensions⁽¹⁾	$	39.7	$	37.3
Long-term warranty obligations	10.7		4.9
Unrecognized tax position liabilities, including interest⁽²⁾	7.0		6.1
Other⁽³⁾	6.2		10.7
Total other long-term liabilities	$	63.6	$	59.0

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⁽¹⁾

The Company maintains several non-qualified retirement plans for the benefit of eligible employees, primarily deferred compensation plans. The deferred compensation plans provide for elective deferrals of an eligible employee’s compensation and, in some cases, matching contributions by the Company. In addition, one plan provides for an automatic contribution by the Company of 3% of an eligible employee’s compensation. The Company maintains life insurance policies on certain current and former officers and other key employees as a means of satisfying a portion of these obligations.


⁽²⁾	See the Income Taxes footnote for more information.


⁽³⁾	Amount primarily includes deferred revenue and deferred rent. The balance at August 31, 2016 includes a multi-employer pension plan withdrawal liability of $3.9 million, which was subsequently settled in full during fiscal 2017

Shipping and Handling Fees and Costs

The Company includes shipping and handling fees billed to customers in Net sales in the Consolidated Statements of Comprehensive Income. Shipping and handling costs associated with inbound freight and freight between manufacturing facilities and distribution centers are generally recorded in Cost of products sold in the Consolidated Statements of Comprehensive Income. Other shipping and handling costs are included in Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income and totaled $138.3 million, $124.0 million, and $105.6 million in fiscal 2017, 2016, and 2015, respectively.

Share-based Payments

The Company recognizes compensation cost relating to share-based payment transactions in the financial statements based on the estimated fair value of the equity or liability instrument issued. The Company accounts for stock options, restricted shares, and share units representing certain deferrals into the Director Deferred Compensation Plan or the Supplemental Deferred Savings Plan (“SDSP”) (both of which are discussed further in the Share-based Payments footnote) based on the grant-date fair value estimated under the current provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”).

Share-based payment expense includes expense related to restricted stock and options issued, as well as share units deferred into the Director Deferred Compensation Plan. The Company recorded $32.0 million, $27.7 million, and $18.2 million of share-based payment expense for the years ended August 31, 2017, 2016, and 2015, respectively. The total income tax benefit recognized for share-based payment arrangements was $11.1 million, $9.6 million, and $6.4 million for the years ended August 31, 2017, 2016, and 2015, respectively. The Company accounts for any awards with graded vesting on a straight-line basis. Additionally, forfeitures of share-based awards are estimated based on historical experience at the time of grant and are revised in subsequent periods if actual forfeitures differ from initial estimates. The Company did not capitalize any expense related to share-based payments and has recorded share-based payment expense, net of estimated forfeitures, in Selling, distribution, and administrative expenses in the Consolidated Statements of Comprehensive Income.

Benefits of tax deductions in excess of recognized share-based payment cost are reported as a financing cash flow, rather than as an operating cash flow, in the Consolidated Statements of Cash Flows and amounted to $5.2 million, $25.6 million, and $17.6 million for fiscal 2017, 2016, and 2015, respectively.

See the Share-based Payments footnote for more information.

Depreciation

For financial reporting purposes, depreciation is determined principally on a straight-line basis using estimated useful lives of plant and equipment (10 to 40 years for buildings and related improvements and 3 to 15 years for machinery and equipment), while accelerated depreciation methods are used for income tax purposes. Leasehold improvements are amortized over the shorter of the life of the lease or the estimated useful life of the improvement. Depreciation expense amounted to $46.6 million, $41.2 million, and $34.8 million during fiscal 2017, 2016, and 2015, respectively.

Research and Development

Research and development (“R&D”) expense, which is expensed as incurred, consists of compensation, payroll taxes, employee benefits, materials, supplies, and other administrative costs. R&D does not include all new product development costs and is included in Selling, distribution, and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. R&D expense amounted to $52.0 million, $47.1 million, and $41.1 million during fiscal 2017, 2016, and 2015, respectively.

Advertising

Advertising costs are expensed as incurred and are included within Selling, distribution, and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. These costs totaled $18.6 million, $18.4 million, and $12.0 million during fiscal 2017, 2016, and 2015, respectively.

Interest Expense, Net

Interest expense, net, is comprised primarily of interest expense on long-term debt, revolving credit facility borrowings, and loans collateralized by assets related to a company-owned life insurance program, partially offset by interest income on cash and cash equivalents.

The following table summarizes the components of interest expense, net (in millions):



	Year Ended August 31,
	2017			2016			2015
Interest expense	$	34.1		$	33.3		$	32.6
Interest income	(1.6		)	(1.1		)	(1.1		)
Interest expense, net	$	32.5		$	32.2		$	31.5

Miscellaneous Expense (Income), Net

Miscellaneous expense (income), net, is composed primarily of gains or losses on foreign currency items and other non-operating items. Gains or losses relating to foreign currency items consisted of income of $0.5 million in fiscal 2017, expense of $0.8 million in fiscal 2016, and expense of $0.7 million in fiscal 2015. During fiscal 2017, the Company recognized a $7.2 million gain associated with the sale of an investment in an unconsolidated affiliate, which is reflected within Miscellaneous expense (income), net.

Income Taxes

The Company is taxed at statutory corporate rates after adjusting income reported for financial statement purposes for certain items that are treated differently for income tax purposes. Deferred income tax expenses or benefits result from changes during the year in cumulative temporary differences between the tax basis and book basis of assets and liabilities.

Foreign Currency Translation

The functional currency for the foreign operations of the Company is the local currency where the foreign operations are domiciled. The translation of foreign currencies into U.S. dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet dates and for revenue and expense accounts using a weighted average exchange rate each month during the year. The gains or losses resulting from the balance sheet translation are included in Foreign currency translation adjustments in the Consolidated Statements of Comprehensive Income and are excluded from net income.

Comprehensive Income

Comprehensive income represents a measure of all changes in equity that result from recognized transactions and other economic events other than transactions with owners in their capacity as owners. Other comprehensive income for the Company includes foreign currency translation and pension adjustments.

The following table presents the changes in each component of accumulated other comprehensive income (loss) during the year ended August 31, 2017 (in millions):



	Foreign Currency Items			Defined Benefit Pension Plans			Accumulated Other Comprehensive Loss Items
Balance at August 31, 2016	$	(47.7	)	$	(91.7	)	$	(139.4	)
Other comprehensive income before reclassifications	19.0			12.6			31.6
Amounts reclassified from accumulated other comprehensive loss	—			8.1			8.1
Net current period other comprehensive income	19.0			20.7			39.7
Balance at August 31, 2017	$	(28.7	)	$	(71.0	)	$	(99.7	)

The following table presents the tax expense or benefit allocated to each component of other comprehensive income (loss) for the three years ended August 31, 2017 (in millions):



	Year Ended August 31,
	2017							2016									2015
	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	$	19.0	$	—		$	19.0	$	(5.6	)	$	—		$	(5.6	)	$	(24.0	)	$	—		$	(24.0	)
Defined benefit pension plans:
Actuarial gains (losses)	18.3		(5.7		)	12.6		(42.2		)	13.5			(28.7		)	(27.9		)	10.7			(17.2		)
Amortization of defined benefit pension items:
Prior service cost ⁽¹⁾	3.1		(0.7		)	2.4		3.1			(1.1		)	2.0			1.4			(0.6		)	0.8
Actuarial losses ⁽¹⁾	8.9		(3.2		)	5.7		4.9			(1.6		)	3.3			4.1			(2.2		)	1.9
Total defined benefit plans, net	30.3		(9.6		)	20.7		(34.2		)	10.8			(23.4		)	(22.4		)	7.9			(14.5		)
Other comprehensive income (loss)	$	49.3	$	(9.6	)	$	39.7	$	(39.8	)	$	10.8		$	(29.0	)	$	(46.4	)	$	7.9		$	(38.5	)

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⁽¹⁾	The before tax amount of these other comprehensive income (loss) components is included in net periodic pension cost. See the Pension and Defined Contribution Plans footnote for additional details.