What changed in this filing

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Item 1. Business

2021-10-27 compared with 2020-10-23 · 154 added, 122 removed, 54 unchanged (84% of the section changed)

Acuity Brands, Inc.

(“Acuity Brands”) is the parent company of Acuity Brands Lighting, Inc.

(“ABL”) and other wholly-owned subsidiaries (Acuity Brands, ABL, and such other subsidiaries are collectively referred to herein as “we,” “our,” “us,” “the Company,” or similar references) and was incorporated in 2001 under the laws of the State of Delaware.

We are a market-leading industrial technology company that designs, manufactures, and brings to market products and services for commercial, institutional, industrial, infrastructure, and residential applications throughout North America and select international markets.

Our products include building management systems, lighting, lighting controls, and location aware applications.

We have one reportable segment serving the North American lighting market and select international markets.

We achieve growth through the development of innovative new products and services.

Through the Acuity Business System, we achieve customer-focused efficiencies that allow us to increase market share and deliver superior returns.

We look to aggressively deploy capital to grow the business and to enter attractive new verticals.

Lighting and building technology solutions vary significantly in terms of functionality and performance and are selected based on a customer's specification, including the aesthetic desires and performance requirements for a given application.

Our lighting and building technology solutions are marketed under numerous brand names, including but not limited to Lithonia Lighting ® , Holophane ® , Peerless ® , Gotham ® , Mark Architectural Lighting™, Winona ® Lighting, Juno ® , Indy™, Aculux™, Healthcare Lighting ® , Hydrel ® , American Electric Lighting ® , Sunoptics ® , eldoLED ® , Distech Controls ® , nLight ® , Sensor Switch ® , IOTA ® , A-light™, Cyclone™, Eureka ® , Luminaire LED™, Luminis ® , Dark to Light ® , RELOC ® Wiring Solutions, DGLogik™, and Atrius™.

As of August 31, 2020 , we manufacture products in 16 facilities in North America and two facilities in Europe and employ approximately 11,500 associates.

Principal customers include electrical distributors, retail home improvement centers, electric utilities, national accounts, system integrators, digital retailers, lighting showrooms, and energy service companies located in North America and select international markets serving new construction, renovation and retrofit, and maintenance and repair applications.

Our lighting and building technology solutions are sold primarily through independent sales agents who cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, and directly to large corporate accounts.

(referred to herein as “we,” “our,” “us,” the “Company,” or similar references) is a market-leading industrial technology company.

We use technology to solve problems in spaces and light.

Through our two business segments, Acuity Brands Lighting and Lighting Controls (“ABL”) and the Intelligent Spaces Group (“ISG”), we design, manufacture, and bring to market products and services that make the world more brilliant, productive, and connected.

We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications.

During fiscal 2021, we completed a realignment of our operations and structure to better support our business strategy, which resulted in the generation of two reportable segments:

ABL's portfolio of lighting solutions includes commercial, architectural, and specialty lighting in addition to lighting controls and components that can be combined to create integrated lighting controls systems.

We offer devices such as luminaires that predominantly utilize light emitting diode (“LED”) technology designed to optimize energy efficiency and comfort for various indoor and outdoor applications.

ABL's' portfolio of products includes but is not limited to the following brands:

Lithonia Lighting ® , Holophane ® , Peerless ® , Gotham ® , Mark Architectural Lighting TM , Winona ® Lighting, Juno ® , Indy TM , Aculux TM , Healthcare Lighting ® , Hydrel ® , American Electric Lighting ® , Sunoptics ® , eldoLED ® , nLight ® , Sensor Switch ® , IOTA ® , A-Light TM , Cyclone TM , Eureka ® , Lumniaire LED TM , Luminis ® , Dark to Light ® , and RELOC Wiring Solutions.

Principal customers of ABL include electrical distributors, retail home improvement centers, electric utilities, national accounts, digital retailers, lighting showrooms, and energy service companies located in North America and select international markets serving new construction, renovation and retrofit, and maintenance and repair applications.

ABL's lighting and lighting controls solutions are sold primarily through a network of independent sales agencies that cover specific geographic areas and market channels, by internal sales representatives, through consumer retail channels, and directly to large corporate accounts.

Products are delivered directly from our manufacturing facilities or through a network of distribution centers, regional warehouses, and commercial warehouses using both common carriers and a Company-managed truck fleet.

To serve international customers, the sales forces utilize a variety of distribution methods to meet specific individual customer or country requirements.

In fiscal 2020 , sales originated in North America and the United States accounted for approximately 98% and 88% of net sales, respectively.

See the Supplemental Disaggregated Information footnote of the Notes to Consolidated Financial Statements for more information concerning our domestic and international net sales.

ABL comprised approximately 95% of consolidated revenues during fiscal 2021, 2020 , and 2019.

ISG delivers products and services that make spaces smarter, safer, and greener.

ISG offers building management systems and location-aware applications and sells predominantly to system integrators.

Our building management system includes products for controlling heating, ventilation, and air conditioning (“HVAC”), lighting, shades, and building access that deliver end-to-end optimization of those building systems.

Atrius TM , our intelligent building platform, enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions.

Through a connected and converged building system architecture, our platform delivers different applications, allows clients to upgrade over time with natural refresh cycles, and deploys new capability through both software and hardware updates.

Customers of ISG primarily include system integrators as well as retail stores, airports, and enterprise campuses throughout North America and select international locations.

ISG products and solutions are marketed under numerous brand names, including but not limited to Distech Controls ® , Atrius TM , and Rockpile Ventures.

ISG comprised approximately 5% of consolidated revenues during fiscal 2021, 2020 , and 2019.

Manufacturing and Distribution

We operate 19 manufacturing facilities, including six facilities in the United States, seven facilities in Mexico, two facilities in Europe, and four in Canada.

We utilize a blend of internal and outsourced manufacturing processes and capabilities to fulfill a variety of customer needs in the most cost-effective manner.

Certain critical processes, such as reflector forming and anodizing, high-end glass production, surface mount circuit board production, and assembly are performed (not exclusively) at Company-operated facilities, offering the ability to differentiate products through superior capabilities.

Other components, such as LEDs, certain LED drivers, lamps, sockets, and ballasts

are purchased primarily from third-party vendors.

Our investment in our production facilities is focused primarily on improving capabilities, product quality, and manufacturing efficiency as well as environmental, health, and safety compliance.

We also utilize contract manufacturing from U.S., Asian, and European sources for certain products.

The following table shows the percentage of finished goods manufactured and purchased in fiscal 2021 by significant geographic region.

Manufactured Purchased Total

United States 16 % 8 % 24 %

Mexico 55 % — % 55 %

Asia — % 16 % 16 %

Others 5 % — % 5 %

Total 76 % 24 % 100 %

We operate seven manufacturing facilities in Mexico, some of which are authorized to operate as Maquiladoras by the Ministry of Economy of Mexico.

Maquiladora status allows us to import raw materials into Mexico duty-free, provided that such items, after processing, are exported from Mexico within a stipulated time frame.

Maquiladora status, which is renewed periodically, is subject to various restrictions and requirements, including compliance with the terms of the Maquiladora program and other local regulations, which have become stricter in recent years.

Lighting and building technology solutions are delivered directly from manufacturing facilities or through a network of strategically located distribution centers, regional warehouses, and commercial warehouses in North America using both common carriers and a Company-managed truck fleet.

For international customers, distribution methods are adapted to meet individual customer or country requirements.

During fiscal 2021, net sales initiated outside of the U.S.

represented approximately 14% of total net sales.

See the Supplemental Disaggregated Information footnote of the Notes to Consolidated Financial Statements for additional information regarding the geographic distribution of net sales, operating profit, and long-lived assets.

Research and Development

Research and development (“R&D”) is defined as the critical investigation aimed at discovery of new knowledge and the conversion of that knowledge into the design of a new product or significant improvement to an existing product.

We invest in the development of new products and solutions as well as the enhancement of existing offerings with a focus on improving the performance-to-cost ratio and energy efficiency.

We also develop software applications and capabilities to enhance data analytics offerings.

R&D expenses consist of compensation, payroll taxes, employee benefits, materials, supplies, and other administrative costs, but do not include all new product development costs.

For fiscal 2021, 2020, and 2019, R&D expenses totaled $88.3 million, $82.0 million, and $74.7 million, respectively.

Sales and Marketing

We sell lighting and building technology solutions to customers in the North American market utilizing numerous sales forces, including internal direct salespeople and independent sales agencies, based on the channel and geography served.

We also operate separate European sales forces, including independent international sales agencies and system integrators, and an international sales group coordinating export sales outside of North America and Europe.

See the Segment Information, Revenue Recognition, and Supplemental Disaggregated Information footnotes of the Notes to Consolidated Financial Statements for more information concerning our sales by segment, type, and geography.

We market our product portfolio and service capabilities to customers and/or end users in multiple channels through a broad spectrum of marketing and promotional methods, including direct customer contact, trade shows, on-site training, print and digital advertising in industry publications, product brochures, and other literature, as well as through digital marketing and social media.

We operate training and education facilities in several locations

throughout North America and Europe designed to enhance the lighting knowledge of customers and industry professionals.

Industry Overview

Based on industry sources and government information, we estimate that in fiscal 2020 the size of the North American lighting and building technology solutions market we serve (also referred to herein as “addressable market”) was over $20 billion .

We estimate that the addressable market declined in the upper single digits as compared with fiscal 2019 .

The decline in the market is primarily due to the impact on demand associated with the COVID-19 pandemic.

Based on industry sources and government information, we estimate that in fiscal 2021 the size of the North American lighting and building technology solutions market we serve (referred to herein as “addressable market”) was over $20 billion.

We estimate that the addressable market increased in the lower single digits as compared with fiscal 2020.

The addressable market includes non-portable luminaires as defined by the National Electrical Manufacturers Association;

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lighting controls;

heating, ventilation, and air conditioning (“HVAC”) controls;

HVAC controls;

and building technology controls, software, and systems.

This market estimate is based on a combination of external industry data and internal estimates and excludes portable and vehicular lighting fixtures and certain related lighting components, such as non-integrated lighting ballasts and lamps.

We operate in a highly competitive industry that is affected by a number of general business and economic factors, such as, but not limited to, gross domestic product growth, employment levels, credit availability, interest rates, building costs, construction-related labor availability, building occupancy rates, imports and trade, energy costs, and commodity costs, including tariffs.

We operate in a highly competitive industry that is affected by a number of general business and economic factors, such as, but not limited to, gross domestic product growth, employment levels, credit availability, interest rates, building costs, freight, construction-related labor availability, building occupancy rates, imports and trade, energy costs, freight costs, and commodity costs, including tariffs.

Our market is based on non-residential and residential construction, both new as well as renovation and retrofit activity, which may be impacted by these general economic factors.

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New entrants continue to develop capabilities and solutions that are both complementary as well as competitive to those of traditional industry participants.

Products and Solutions

We offer a broad portfolio of indoor and outdoor lighting and building technology solutions for commercial, institutional, industrial, infrastructure, and residential applications.

Our lighting and building technology solutions are designed to enhance the occupant experience, improve the quality of the visual environment, and provide seamless operational energy efficiency and cost reductions.

Our portfolio of lighting solutions includes lighting products utilizing light emitting diode (“LED”), fluorescent, incandescent, high intensity discharge, halogen, and metal halide light sources to illuminate an extensive number of applications as well as standalone and embedded lighting control solutions from simple to sophisticated, wired and wireless.

Lighting and controls products and solutions include the following:

recessed, surface, and suspended lighting;

downlighting;

decorative lighting;

emergency and exit lighting;

track lighting;

special-use lighting;

street and roadway lighting;

parking garage lighting;

tunnel lighting;

underwater lighting;

area pedestrian, flood, and decorative site lighting;

landscape lighting;

occupancy sensors;

photocontrols;

relay panels;

architectural dimming panels;

and integrated lighting controls systems.

Our building technology solutions include products and solutions for controlling HVAC, lighting, shades, and access control that deliver end to end optimization of those building systems.

We also offer Atrius™, our intelligent building platform that enhances the occupant experience, improves building system management, and automates labor intensive tasks while delivering operational energy efficiency and cost reductions.

Though a connected and converged building system architecture, our local operating system and building sensory network powers a host of applications, allowing clients to upgrade over time and seamlessly deploy new capability through application installations instead of costly hardware upgrades.

We also sell products to original equipment manufacturers (“OEMs”) that include LED drivers, power supplies, modular wiring, sensors, glass, and inverters.

In addition, we provide services across applications that primarily relate to monitoring and controlling lighting and building technology systems through network technologies and the commissioning of control systems.

Sales of lighting and building technology solutions, excluding services, accounted for approximately 99% of our total consolidated net sales in fiscal 2020 , 2019 , and 2018 .

Sales and Marketing

We market our portfolio and service capabilities to customers and/or end users in multiple channels through a broad spectrum of marketing and promotional methods, including direct customer contact, trade shows, on-site training, print and digital advertising in industry publications, product brochures, and other literature, as well as through digital marketing and social media.

We operate training and education facilities in several locations throughout North America and Europe designed to enhance the lighting knowledge of customers and industry professionals.

Our customers include electrical distributors, retail home improvement centers, electric utilities, national accounts, system integrators, utility distributors, value-added resellers, digital retailers, government entities and municipalities, lighting showrooms, developers, OEMs, and energy service companies.

In addition, there are a variety of other professionals who can represent a significant influence in the product and solutions specification process for any given project.

These generally include building owners, federal, state, and local governments, contractors, engineers, architects, and lighting designers.

Manufacturing and Distribution

We operate 18 manufacturing facilities, including six facilities in the United States, six facilities in Mexico, two facilities in Europe, and four in Canada.

We utilize a blend of internal and outsourced manufacturing processes and capabilities to fulfill a variety of customer needs in the most cost-effective manner.

Certain critical processes, such as reflector forming and anodizing, high-end glass production, surface mount circuit board production, and assembly are performed (not exclusively) at company-operated facilities, offering the ability to differentiate products through superior capabilities.

Other components, such as LEDs, certain LED drivers, lamps, sockets, and ballasts are purchased primarily from third-party vendors.

Our investment in our production facilities is focused primarily on improving capabilities, product quality, and manufacturing efficiency as well as environmental, health, and safety compliance.

We also utilize contract manufacturing from U.S., Asian, and European sources for certain products.

The following table shows the percentage of finished goods manufactured and purchased in fiscal 2020 by significant geographic region.

United States

We operate six facilities in Mexico, which are authorized to operate as Maquiladoras by the Ministry of Economy of Mexico.

Maquiladora status allows us to import certain items from the United States into Mexico duty-free, provided that such items, after processing, are exported from Mexico within a stipulated time frame.

For international customers, distribution methods are adapted to meet individual customer or country requirements.

During fiscal 2020 , net sales initiated outside of the U.S.

represented approximately 12% of total net sales.

Research and Development

We invest in the development of new products and solutions as well as the enhancement of existing offerings with a focus on improving the performance-to-cost ratio and energy efficiency.

We also develop software applications and capabilities to enhance data analytics offerings.

R&D expenses consist of compensation, payroll taxes, employee benefits, materials, supplies, and other administrative costs, but do not include all new product development costs.

For fiscal 2020 , 2019 , and 2018 , research and development expense totaled $82.0 million , $74.7 million , and $63.9 million , respectively.

We experience competition based on numerous factors, including features and benefits, price, brand name recognition, product quality, product and system design, energy efficiency, customer relationships, and service capabilities.

The market for lighting and building technology solutions and services is competitive and continues to evolve through acquisition and consolidation activities.

Certain global and more diversified manufacturers may provide a broader

product offering utilizing electrical, lighting, and building technology products as well as pricing benefits from the bundling of various offerings.

Additionally, the market for artificial intelligence and software solutions is active with a wide range of competitors, from existing large companies to startup organizations.

Certain global and more diversified manufacturers may provide a broader product offering utilizing electrical, lighting, and building technology products as well as pricing benefits from the bundling of various offerings.

In addition, there are new competitors, including Asian importers, small startup companies, and global electronics, technology, and software companies, offering competing solutions, sometimes deploying different technologies.

Environmental Regulation

Our operations are subject to numerous comprehensive laws and regulations relating to the generation, storage, handling, transportation, and disposal of hazardous substances, as well as solid and hazardous wastes, and to the remediation of contaminated sites.

In addition, permits and environmental controls are required for certain of our operations to limit air and water pollution, and these permits are subject to modification, renewal, and revocation by issuing authorities.

On an ongoing basis, we allocate resources, including investments in capital and operating costs relating to environmental compliance.

Environmental laws and regulations have generally become stricter in recent years, and federal, state, and local governments domestically and internationally are considering new laws and regulations, including those governing raw material composition, carbon dioxide and other air emissions, end-of-life product dispositions, and energy efficiency.

We are not aware of any pending legislation or proposed regulation related to environmental issues that would have a material adverse effect on us.

The cost of responding to future changes, however, may be substantial.

We are subject to various federal, state, and local laws and regulations that impose increasingly complex, stringent and costly compliance activities.

These regulations include but are not limited to, the Clean Water Act;

the Safe Harbor data privacy program between the U.S.

and European Union;

the United States-Mexico-Canada-Free Trade Agreement (“USMCA”);

regulations from the Occupational Safety and Health Administration agency (“OSHA”);

the European Union’s General Data Protection Regulation;

California’s Consumer Privacy Act and Connected Device Privacy Act;

the Civil Rights Act of 1964;

Foreign Corrupt Practices Act (the “FCPA”);

On an ongoing basis, we allocate resources, including investments in capital and operating costs, to comply with laws and regulations.

We do not currently believe that the costs of complying with government regulations have a material impact on our financial condition, results of operations, or cash flows.

However, we may be affected by future standards, laws or regulations, including those imposed in response to energy, climate change, product functionality, geopolitical, corporate social responsibility, employee health and safety, privacy, or similar concerns.

These standards, laws, or regulations may impact our costs of operation, the sourcing of raw materials, and the manufacture and distribution of our products and may place restrictions and other requirements or impediments on the products and solutions we can sell in certain geographical locations or may impact the willingness of certain investors to own our shares.

Risk Factors for additional information.

Raw Materials

Our production requires certain raw materials, including certain grades of steel and aluminum, electrical and electronic components, plastics, and other petroleum-based materials and components.

In fiscal 2020 , we purchased approximately 70,000 tons of steel and aluminum.

We estimate that approximately 7% of purchased raw materials are petroleum-based.

Additionally, we estimate that approximately five million gallons of diesel fuel were consumed in fiscal 2020 through our distribution activities.

Our production requires raw materials, including certain grades of steel and aluminum, electrical and electronic components, plastics, and other petroleum-based materials and components.

We purchase most raw materials and other components on the open market and rely on third parties to provide certain finished goods.

While these items are generally available from multiple sources, the cost of products sold may be affected by changes in the market price of materials and tariffs on certain materials, particularly imports from Asia, as well as disruptions in availability of raw materials, components, and sourced finished goods.

We do not currently engage in or expect to engage in significant commodity hedging transactions for raw materials, though we have and will continue to commit to purchase certain materials for a period of up to 12 months.

We do not currently engage in significant commodity hedging transactions for raw materials, though we have and will continue to commit to purchase certain materials for a period of up to 12 months.

We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, service, and price.

We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve the cost effectiveness of our products and services may result in a reduction in the number of our suppliers.

Backlog Orders

We produce and stock quantities of inventory at key distribution centers and warehouses throughout North America and to a much lesser degree, certain European markets.

The backlog of orders at any given time is affected by various factors, including seasonality, cancellations, sales promotions, production cycle times, and the timing of receipt and shipment of orders, which are usually shipped within a few weeks of order receipt.

Accordingly, a comparison of backlog orders from period to period is not necessarily meaningful and may not be indicative of future shipments.

We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve the cost effectiveness and availability of our products and services may result in a reduction in the number of our suppliers.

Intellectual Property

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Because of these seasonal factors we historically have experienced our highest sales in the last two quarters of each fiscal year;

however, our seasonality has been meaningfully impacted by the enactment of tariffs and the COVID-19 pandemic.

however, our seasonality has been meaningfully impacted by the COVID-19 pandemic.

Our lighting and building technology solutions are sold to customers in both the new construction as well as renovation and retrofit markets for residential and non-residential applications.

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Sales volume has a major impact on our profitability.

Economic downturns and the potential decline in key construction markets may have a material adverse effect on our net sales and operating income.

Additionally, tariffs have caused pull forwards of customer orders to avoid price increases.

As of August 31, 2020 , we employed approximately 11,500 associates, of which approximately 3,800 were employed in the United States, approximately 6,900 in Mexico, and approximately 800 in other international locations, including Europe, Canada, and the Asia/Pacific region.

Union recognition and collective bargaining arrangements are in place or in process, covering approximately 7,700 persons (including approximately 1,600 in the United States).

Union recognition and collective bargaining arrangements covering approximately 6,800 persons will expire within the next fiscal year, primarily due to annual negotiations of union contracts in Mexico.

The remaining arrangements will expire after the next fiscal year and relate to approximately 900 persons employed within the United States.

We believe that we have a good relationship with both our unionized and non-unionized employees.

Economic downturns and the potential decline in key construction markets may have a material adverse effect on our net sales, operating income, and financial position.

The COVID-19 Pandemic

During March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic.

This pandemic has resulted in worldwide government restrictions on the movement of people, goods, and services resulting in increased volatility in and disruptions to global markets.

However, our manufacturing operations are deemed essential and continue to operate.

The COVID-19 pandemic has resulted in intermittent worldwide government restrictions on the movement of people, goods, and services resulting in increased volatility in and disruptions to global markets.

We remain committed to prioritizing the health and well-being of our associates and their families and ensuring that we operate effectively.

We have implemented policies to screen associates, contractors, and vendors for COVID-19 symptoms upon entering our manufacturing and distribution and open office facilities in the United States, Mexico, and other locations as permitted by law.

We have also implemented one-way traffic flows, additional cleaning requirements for common spaces, mandatory face coverings, hand sanitizer stations, social-distanced workspaces, and self-serve pay stations within our cafeterias to mitigate the spread of the virus.

Additionally, we are requiring certain employees whose job functions can be performed remotely to work from home for the foreseeable future.

Government-mandated and voluntary social distancing measures had an adverse impact on our results of operations.

The pandemic has caused reduced construction and renovation spending as well as a disruption in our supply chain for certain components, both of which negatively impacted our fiscal 2020 sales volumes.

We also experienced a limited number of temporary facility shutdowns due to government-mandated closures as well as additional health and safety costs including expenditures for personal protection equipment and facility enhancements to maintain proper distancing guidelines issued by the Centers for Disease Control and Prevention.

In response to our sales volume declines, we have taken actions to reduce costs, including the realignment of headcount with current volumes, a freeze on all non-essential employee travel, and other efforts to decrease discretionary spending.

We have implemented policies to screen associates, contractors, and vendors for COVID-19 symptoms upon entering our manufacturing, distribution, and open-office facilities in the United States, Mexico, and other locations as permitted by law.

We have also implemented one-way traffic flows, additional cleaning requirements for common spaces, mandatory face coverings, hand sanitizer stations, socially-distanced workspaces, and self-serve pay stations within our cafeterias to mitigate the spread of the virus.

Additionally, we have required certain employees whose job functions can be performed remotely to work primarily from home.

See further discussion of the health

and safety of our employees, including our response to the COVID-19 pandemic, below within the Human Capital section of this Item 1.

The COVID-19 pandemic has had an adverse impact on our results of operations.

The pandemic has caused reduced construction and renovation spending as well as a disruption in our supply chain for certain components, both of which negatively impacted our fiscal 2021 sales.

In fiscal 2020 we experienced a limited number of temporary facility shutdowns due to government-mandated closures.

Although our facilities are now open and new government-mandated restrictions have been gradually lifted, a resurgence in COVID-19 cases may lead to the reimposition of previously lifted business closure requirements, the imposition of new restrictions, or the issuance of new or revised local or national health guidance.

We also continue to incur additional health and safety costs including expenditures for personal protection equipment and facility enhancements to maintain proper distancing guidelines issued by the Centers for Disease Control and Prevention.

We have taken actions to reduce costs, including the realignment of headcount with current volumes, a limit on all non-essential employee travel, other efforts to decrease discretionary spending, and reductions in our real estate footprint.

Additionally, we elected to defer certain employer payroll taxes as allowable under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES" Act) signed into law on March 27, 2020.

Half of these deferrals are due in December 2021, and the remaining deferrals are due in December 2022.

Although we have implemented significant measures to mitigate further spread of the virus, our employees, customers, suppliers, and contractors may continue to experience disruptions to business activities due to potential further government-mandated or voluntary shutdowns, general economic conditions, or other negative impacts of the COVID-19 pandemic.

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Risk Factors for further details regarding the potential impacts of the COVID-19 pandemic to our results of operations, financial position, and cash flows.

Human Capital

We employed approximately 13,000 associates at August 31, 2021, of which approximately 4,000 were employed in the United States and approximately 8,500 were employed in Mexico.

Our remaining associates were employed in other international locations including Europe, Canada, and the Asia/Pacific region.

Union recognition and collective bargaining arrangements in place or in process cover approximately 1,400 and 7,200 associates in the United States and Mexico, respectively.

Arrangements related to approximately 600 associates in the United States will expire after the next fiscal year, and arrangements for approximately 6,800 associates in Mexico will expire within the next fiscal year, primarily due to annual negotiations of union contracts.

We believe that we have strong relationships with both our unionized and non-unionized associates.

Growth and Development

A key pillar to attract, develop, and retain top talent is our focus on the growth and development of our associates.

In fiscal 2021, we began a renewed focus on development through the creation of development plans for associates.

We enhanced the Performance Management process to better align associate aspirations, interests, and experiences with the talent needs that enable the business.

We have established quarterly check-in discussions between managers and associates to encourage more continuous performance feedback and improvement and to hold leaders accountable for creating an associate development culture.

We provide self-learning resources to help associates expand their lighting, controls, and building management technical knowledge through Acuity Academy.

We are currently enhancing our career framework through our Global Career Architecture project.

The focus of this project is to enable a culture that more effectively attracts, retains, rewards, and mobilizes talent.

We expect this project to underpin many new initiatives in fiscal 2022, including several new development programs and tools aimed at helping both managers and associates respond to the desire to learn and grow.

Compensation and Benefits

We review our compensation and benefit plans annually to ensure that we are providing competitive, contemporary, and inclusive programs so we can attract and retain the best people and support the health and well-being of our associates and their families.

Based on this review, we offer a competitive total rewards package to our associates that includes base compensation, bonuses, profit-sharing plans, stock grants, and/or retirement benefits commensurate with an employee's position, skill set, and experience.

Diversity, Equity, and Inclusion

We believe that diversity, equity, and inclusion are important factors in our ongoing success.

Our goal is to ensure that all associates feel valued, respected, and accepted for their contributions regardless of their race, sex, religion, ethnicity, age, gender identity, disabilities, national origin, sexual orientation, or other unique characteristics.

To promote diversity in the workplace, we have created a diversity, equity, and inclusion council that is responsible for setting our diversity strategy and creating a three-year roadmap of initiatives, many resulting from associate feedback.

Our diversity, equity, and inclusion council consists of members of management as well as key human resource process leaders and leaders from our various employee resource groups.

We currently have three employee resource groups:

Minorities Amplifying Growth, Inclusion, and Community (“MAGIC”);

the Women’s Network;

and formed in fiscal 2021, People Respecting Identity, Diversity, and Equity (“PRIDE”).

These groups are are designed to embrace, celebrate, and recognize the power of diversity.

Health and Safety

We strive to ensure our associates have a safe and collaborative work environment.

Our management practices promote Environmental, Health & Safety (“EHS”) excellence.

To achieve this standard, we have instituted an EHS Management System based on the goals and guidelines of the International Standards of Operation for Environmental Management, International Standards for Occupational Health & Safety Management, and our own guiding principles.

These guidelines include identifying and controlling hazardous exposures for the prevention of injuries, preventing pollution, and complying with all relevant legal and other requirements.

We use each facility’s Acuity Environmental Safety Scorecard (“AESS”) to provide visibility into the facility’s qualitative and quantitative results, with an emphasis on leading indicators that help avoid violations, accidents, and injuries.

A variety of different metrics are averaged to determine a facility’s final score, which is used to rank each facility against other facilities and to find continuous improvement opportunities.

COVID-19 Response

We remain committed to prioritizing the health and well-being of our associates and their families in light of the COVID-19 pandemic.

We continue to follow guidelines issued by the World Health Organization, Centers for Disease Control and Prevention, and local health providers, adapting our policies and procedures quickly in response to continually evolving information, statistics, and best practices.

During fiscal 2021, we required remote work for all whose jobs can be performed remotely and canceled significant in-person events or shifted them to virtual.

We have expanded paid and unpaid leave policies to cover exposures, self-quarantines, and school closures that may impact our associates.

At our manufacturing and distribution facilities, we have staggered and rotated shifts, changed traffic flows to limit interaction, provided additional hand sanitizing stations, installed plastic shields between workstations, and increased spacing at all work areas.

We regularly clean work areas and encourage all associates to engage in good handwashing and hygiene practices.

We also offer on-site vaccination clinics at several facilities and strongly encourage our associates to get vaccinated.

Environmental Sustainability

We are reducing the environmental impact of our products and solutions, driving efficient use of raw materials, and operating our facilities in an intelligent, environmentally friendly manner.

During fiscal 2021, we established an executive-level Environmental, Social, and Governance (“ESG”) council to oversee our sustainability strategy across our business.

Among other things, this council assesses risks and opportunities and guides activities related to climate change and other ESG matters.

During fiscal 2021, we announced that the Company achieved 100 percent carbon neutrality in operations through a combination of carbon reduction and offsetting measures.

We regularly communicate progress as part of our EarthLIGHT sustainability program.

Information Concerning Acuity Brands

Acuity Brands, Inc.

was incorporated in 2001 under the laws of the State of Delaware.

We make our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K (and all amendments to these reports) and proxy statements, together with all reports filed pursuant to Section 16 of the Securities Exchange Act of 1934 by our officers, directors, and beneficial owners of 10% or more of our common stock, available free of charge through the “SEC Filings” link within the “Investors” section on our website, located at www.acuitybrands.com , as soon as reasonably practicable after they are filed with or furnished to the Securities and Exchange Commission.

Information included on our website is not incorporated by reference into this Annual Report on Form 10-K.

Information included on our website is not incorporated by reference into this Annual Report

on Form 10-K.

Our reports are also available on the Securities and Exchange Commission’s website at www.sec.gov .

Additionally, we have adopted a written Code of Ethics and Business Conduct that applies to all of our directors, officers, and employees, including our principal executive officer and senior financial officers.

The Code of Ethics and Business Conduct and our Corporate Governance Guidelines are available free of charge through the “Corporate Governance” link on our website.

Any amendments to, or waivers of, the Code of Ethics and Business Conduct for our principal executive officer and senior financial officers will be disclosed on our website promptly following the date of such

amendment or waiver.

Additionally, the Statement of Responsibilities of Committees of the Board of Directors (the “Board”) and the Statement of Rules and Procedures of Committees of the Board, which contain the charters for our Audit Committee, Compensation Committee, and Governance Committee, and the rules and procedures relating thereto, are available free of charge through the “Corporate Governance” link on our website.

Each of the Code of Ethics and Business Conduct, the Corporate Governance Guidelines, the Statement of Responsibilities of Committees of the Board, and the Statement of Rules and Procedures of Committees of the Board is available in print to any of our stockholders that request such document by contacting our Investor Relations department.

The Code of Ethics and Business Conduct as well as our Corporate Governance Guidelines are available free of charge through the “Corporate Governance” link on our website.

Additionally, the charters for our Audit Committee, Compensation Committee, and Governance Committee are available free of charge through the “Corporate Governance” link on our website.

The Code of Ethics and Business Conduct, the Corporate Governance Guidelines, and the committee charters are available in print to any of our stockholders that request such document by contacting our Investor Relations department.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business