8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 13, 2007

ACUITY BRANDS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-16583	58-2632672
(State or other jurisdiction of Company or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1170 Peachtree St., N.E., Suite 2400, Atlanta, GA	30309
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 404-853-1400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

On December 13, 2007, Acuity Brands, Inc. (“Acuity Brands” or the “Company”) will participate in the Merrill Lynch Growth Industrials Conference in New York City. Vernon J. Nagel, Chairman, President, and Chief Executive Officer of Acuity Brands will deliver a presentation at the event discussing recent business performance and other subjects of interest to investors. A copy of the materials presented at the conference is available on Acuity Brands’ website at http://www.acuitybrands.com. A copy of the presentation is included as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this current report contains is material investor information that is not otherwise publicly available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Presentation dated December 13, 2007.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 13, 2007

ACUITY BRANDS, INC.
By:	/s/ Richard K. Reece
	Richard K. Reece
	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1 Presentation dated December 13, 2007.

EX-99.1

Merrill Lynch

Growth Industrials Conference

December 13, 2007

Vernon J. Nagel

Acuity Brands, Inc.

Chairman, President, and CEO

Exhibit 99.1

2

Topics

•

2007 Achievements

•

Company Overview

•

Market Overview

•

Profitable Growth Strategy

3

2007

•

Strategic clarity

•

Operational improvements

•

Record financial results

Key Achievements

4

Strategic Clarity

ASP

22%

ABL

78%

FY 2007 Net Sales

$2.53 Billion

Markets

Products

Customers

Sales Model

Construction

Fixtures

Contractors,

Specifiers,

Distributors

Agents, Direct

Cleaning

Chemicals

End-Users

Direct

ABL

ASP

5

Strategic Clarity

•

October 31, 2007

•

Tax-free

•

Zep Inc.

•

NYSE: ZEP

•

$62.5M cash dividend

•

Different industry dynamics

•

Greater focus

Strategic

Tactical

•

Pursue separate strategies

•

Better alignment of associates

and shareholders

•

Transparency to investors

Spin-off

Reason

6

Operational Improvements

•

Products and services

•

Pricing

•

Productivity

•

Access to market

7

Consolidated Results

Net sales

Operating profit %

EPS

Free cash flow

Dividend

Debt, net of cash

Return on equity

2007

2006

$2.53B

10.2%

$3.37

$204M

$26M

$149M

24%

$2.39B

8.2%

$2.34

$127M

$27M

$283M

20%

6%

200bps

44%

61%

(4%)

(47%)

400bps

Free cash flow is defined as cash provided by operations less capital expenditures.

8

Diluted EPS

Net Sales

Operating Profit & Margins

Historical Proformas

($Millions, except Diluted EPS)

$1,638

$1,841

$1,965

'05

'06

'07

$67

$152

$222

'05

'06

'07

$0.55

$1.75

$2.93

'05

'06

'07

Note:  Historical

Proformas

exclude

operating

results

from

specialty

chemicals

business

including

certain

allocations

of

corporate

costs.

2005

operating

profit

includes

restructuring

charge

of

$19.4

million

($0.32

per

diluted

share).

2007

operating

profit

includes

a

$6.6

million

net

gain

($0.10

per

diluted

share)

related

to

the

settlement

of

a

commercial

dispute.

4.1%

Margin

8.3%

Margin

11.3%

Margin

+6.7%

+12.4%

+67%

+218%

9

Proformas

(a) Assume Zep distribution dividend used to finance Q1 share repurchases.

(b) Corporate expense consists primarily of public company expense and LTIP.  FY 2008 forecasted Corporate

expense by quarter: Q1 -

$8M; Q2 -

$7M; Q3 -

$6M; Q4 -

$5M.

Cash

Total Assets

Debt

Equity

Diluted shares O/S

Corporate expense run rate

Gross interest expense

$281M

$1,437M

$364M

$595M

42.5M (a)

$20-$22M (b)

$34M

Fiscal 2008 Unusual Items

$4-5M

$8M+

Spin-off costs

Restructuring charge

August 31, 2007

10

Company Overview

•

Acuity Brands -

holding company

•

Operating subsidiary -

ABL

•

NYSE:  AYI

11

12

ABL Profile

Agencies:

Customers:

Products:

Associates:

Market Share*:

$1.96B

$251M

12.8%

17

Net Sales:

Operating Profit:

OP Margin:

Mfg Facilities:

160+

5,000

500,000 Active Products

2,000 Product Groups

7,000

17%  (#1 Rank)

$1.64B

$95M

5.8%

2007

2005

Note: 2005 operating profit includes $15.7 million restructuring

charge.

* Source: Company Estimates -

2007.

$1.84B

$181M

9.9%

2006

13

Indoor Products

Fluorescent

Downlighting

Track Lighting

Emergency

H.I.D.

Rough Service

Flexible Wiring

Controls

Retrofit

13

14

Area & Parking

Roadway & Street

Flood Lighting

Security

Sports

High-Mast

Building Mounted

Poles & Post

In-grade

Underwater

Accent & Border

Controls

Outdoor Products

14

15

•

Size

•

Trends

•

Outlook

Market Overview

16

Lighting

Showrooms

Utilities

Direct/Nat'l

Accts

Electrical

Wholesalers

Other

$0.2

Home

centers

Source:  Company Estimates –

2007

$2.4

$1.3

$2.5

$1.6

$0.9

$1.9

Product Segments

$6.9

$1.7

$0.5

Channels

($ billions)

N.A. Market Overview

$10.6 Billion

$0.6

$0.7

Residential

Industrial

Emergency,

Controls and

Modular

Wiring

Architectural

Indoor and

Other

Fluorescent

Outdoor

17

Market Overview

U.S. National Office Vacancy Rates

0%

4%

8%

12%

16%

20%

Q1-99

Q1-00

Q1-01

Q1-02

Q1-03

Q1-04

Q1-05

Q1-06

Q1-07

Downtown

Suburban

Source: CB Richard Ellis

•

Positive AIA Billings

Index

•

Stable office vacancy

rates

•

Solid leasing/rental

income fundamentals

for commercial real

estate

•

Low unemployment

•

Low interest rate

environment

Source: The American Institute of Architects

Architecture Billings Index

3-Month Moving Average

40

45

50

55

60

65

1999

2000

2001

2002

2003

2004

2005

2006

2007

Commercial/Industrial

Institutional

18

50

75

100

125

150

175

200

225

250

1993

1995

1997

1999

2001

2003

2005

2007

Market Overview

Residential

Non-Residential

U.S. Private Construction Index Through October 2007

(Inflation Adjusted)

19

N.A. Market Overview

Source: Company Estimates

Non-Residential Lighting Market Growth Trends

(Real Growth)

3.9%

7.9%

-4.3%

-3.6%

-1.2%

-1.0%

2.7%

0.5%

3.6%

4.8%

3.3%

-2.4%

FY2001

FY2002

FY2003

FY2004

FY2005

FY2006

FY2007

FY2008

FY2009

FY2010

FY2011

FY2012

20

N.A. Outlook

’08-’12 Est.

Annualized

Growth Rate*

Industrial

$1.3B

Outdoor

$2.5B

C&I

$4.9B

+3.2%

+2.4%

+2.7%

CY07

Market

Size

Application

Office, Retail

Education, Hospital

Streets, Highways,

Parking Lots

Manufacturing,

Warehouses

ABL holds the #1 position in each of the

product markets in the U.S.

Product

Market

* Source:  NEMA and Global Insight

21

Profitable Growth Strategy

22

Profitable Growth Strategy

Market leader of lighting and lighting

related products and services delivering

consistent upper-quartile performance

Vision

23

Profitable Growth Strategy

Grow Market Share

Operating

Excellence

“3 C’s”

Organic

Growth

Strategic

Opportunities

24

Profitable Growth Strategy

Operational excellence

•

Lean tools

•

3 C’s

Customer

satisfaction

Globally competitive

Cost

structure

Culture

of continuous improvement

•

Product innovation

•

Superior customer service

•

Expand market presence

NYC office

Sales force/marketing expansion

•

Acquisitions/alliances

•

Retrofit

•

Complimentary products

•

Adjacent markets

Focus

Tactical Implementation

Organic growth

Strategic opportunities

25

Profitable Growth Strategy

•

Margins

•

EPS Growth

•

ROE

•

Cash Flow

>10%

15%+

20%+

Exceed net income

“Consistent Upper-Quartile Performance”

Financial Goals

26

Investment Considerations

•

Market leader

•

Superior customer value

proposition

•

Strong operational focus

•

Growth-oriented organization

Conclusion

Compelling

long-term

investment

27

Forward-Looking Statement

This

presentation

contains

forward-looking

statements,

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Statements

made

herein

that

may

be

considered

forward-looking

include

statements

incorporating

terms

such

as

"expects,"

"believes,"

"intends,"

"anticipates"

and

similar

terms

that

relate

to

future

events,

performance,

or

results

of

the

Company,

including,

without

limitation,

statements

made

regarding

the

forecast

for

the

non-residential

construction

market

and

expected

future

results.

Forward-looking

statements

are

subject

to

certain

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

the

historical

experience

of

Acuity

Brands

and

management's

present

expectations

or

projections.

These

risks

and

uncertainties

include,

but

are

not

limited

to,

customer

and

supplier

relationships

and

prices;

competition;

ability

to

realize

anticipated

benefits

from

initiatives

taken

and

timing

of

benefits;

market

demand;

litigation

and

other

contingent

liabilities;

and

economic,

political,

governmental,

and

technological

factors

affecting

the

Company's

operations,

tax

rate,

markets,

products,

services,

and

prices,

among

others.

Please

see

the

other

risk

factors

more

fully

described

in

the

Company's

SEC

filings

including

the

Annual

Report

on

Form

10-K

filed

with

the

Securities

and

Exchange

Commission

on October 30, 2007.