SECURITIES AND EXCHANGE C0MMISSION

|(Mark One)                     |                                |                                                                                         
|------------------------------ | ------------------------------ | ----------------------------------------------------------------------------------------
|X                              |                                | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                               |                                |                                                                                         
|                               |                                | For the fiscal year ended November 30, 2002OR                                           
|                               |                                | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                               |                                |                                                                                         
|                               |                                |                                                                                         
|For the transition period from |                                | to                                                                                      
|                               |                                |                                                                                         
|                               | Commission file number 0-11631 |                                                                                         

JUNO LIGHTING, INC.

|Delaware (State or other jurisdiction  of incorporation or organization) |                               | 36-2852993 
(I.R.S. Employer Identification No.) | 
|------------------------------------------------------------------------ | ----------------------------- | ------------------------------------------------ | 
|1300 S. Wolf Road
P.0. Box 5065
Des Plaines, Illinois                    |                               | 60017-5065
(Zip code)                            | 
|(Address of principal executive offices)                                 |                               |                                                 
|Registrant's telephone number, including area code:                      | (847) 827-9880               
|Securities registered pursuant to Section 12(b) of the Act:             
|                                                                         | Title of each class           |                                                  | 
|                                                                         | Common Stock, $.001 par value |                                                  | 
|Securities registered pursuant to Section 12(g) of the Act: None         |                              

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X   No

Yes  X  No  Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes X   No  
Aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the most recently completed second fiscal quarter, May 31, 2002: $20,370,075.

1



At January 31, 2003, 2,529,534 shares of common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Registrant's Proxy Statement for its 2003 Annual Meeting of Stockholders (the "Proxy Statement"), which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the registrant's fiscal year, is incorporated into Part III of this Annual Report on Form l0-K, as indicated herein.

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PART I

ITEM 1.  BUSINESS

General

Juno Lighting, Inc. began operations in 1976 and was incorporated in Illinois.  It changed its state of incorporation to Delaware in 1983.  Its executive offices and principal plant are located at 1300 S. Wolf Road, Des Plaines, Illinois 60018, a suburb of Chicago; the telephone number is (847) 827-9880.  Juno also has facilities in the Los Angeles, Indianapolis, Toronto, Philadelphia, Dallas and Atlanta areas.  The terms "Juno" and "Company" as used herein mean Juno Lighting, Inc. and its subsidiaries, collectively.
The Company is a leading designer, assembler and marketer of recessed and track lighting fixtures.  Its broad product line is used in commercial and residential remodeling and in new construction.  Its principal products use a variety of light sources and are designed for reliable and flexible function, efficient operation, attractive appearance and simple installation and servicing.  The Company is also engaged in the marketing, design and manufacture of other incandescent and fluorescent lighting products with application in the commercial lighting market, primarily in department and chain stores. 
Approximately 91% of the Company's sales in fiscal 2003 were made in the United States, with most of the balance made in Canada.  The Company's sales are made primarily to electrical distributors as well as certain wholesale lighting outlets.  Such distributors resell the Company's products for use in remodeling of existing structures and in new residential, commercial and institutional construction.
The Company produces a wide variety of fixtures and related equipment for the recessed and track lighting markets.  Its recessed lighting fixtures are designed to be installed directly into ceilings, while its track lighting fixtures are mounted on electrical tracks affixed to ceilings or walls.  End-users of the Company's products generally prefer them due to their superior design, reliability and ease of installation.  Juno designs and assembles substantially all of its products in-house.  However, it outsources virtually all component manufacturing to a number of independent vendors principally located near its production facilities.  Inventories are maintained at three production and distribution facilities located near Chicago, Indianapolis and Toronto and at distribution facilities near Atlanta, Dallas, Los Angeles and Philadelphia.
The Company's primary means of distribution is through over 1,400 distributors of lighting products located throughout the United States and Canada.  The Company has established itself as a preferred lighting supplier by providing high quality and well-designed products, superior customer service, timely delivery, technical advice and product training.  Its distributors maintain their own inventory of the Company's products, and, in turn, sell to electrical contractors and builders and, in some cases, at the retail level.  Sales to distributors are made through the Company's knowledgeable sales staff and through manufacturers' agents who also sell other, non-competing electrical products.  The Company also has a national accounts sales force that focuses on department store, specialty retail, supermarket and commercial accounts.  The Company works closely with these national accounts to provide custom solutions to their lighting needs and, in turn, to have the Company's products specified for their major renovations or store expansions.

Products

The Company produces a wide variety of lighting fixtures and related equipment of both contemporary and traditional design, most of which are available in a variety of styles, sizes and finishes.  Some styles differ from others only in size, light source capacity or other minor modifications.  Some fixtures which Juno produces are designed to be installed in recesses in ceilings, while others are designed to be mounted on electrified tracks affixed to ceilings or walls, while still others are used in merchandise display cases.
Each recessed fixture is composed of a housing and a separate trim.  Housings may be fitted with a variety of trims offering a wide choice of diffusers, lenses and louvers to satisfy different optical and aesthetic requirements.  Recessed fixtures are generally used for down-lighting, but by special configuration they also may be used for wall-washing and spot lighting.  The Company has designed recessed lighting fixtures, sold under the Sloped Ceiling Downlights name, that provide lighting perpendicular to a floor from a sloped ceiling.  The Company also produces a series of recessed lighting fixtures sold under the name Air-Loc, which are designed to restrict the passage of air into and out of a residence through the fixture to minimize energy loss.  The Company's line of commercial lighting fixture products for use primarily in department and chain stores utilize incandescent, fluorescent, high intensity discharge and compact fluorescent light sources to provide specialty and general purpose lighting. The Company also produces a line of high performance recessed lighting targeted for custom homes.  Marketed under the ACULUX name, these highly efficient luminaires create more precise/dramatic lighting effects from fixtures that quietly blend in with the architecture.
The Company's principal track lighting system, sold under the Trac-Master name, is made up of an electrified extruded aluminum channel (called the track) and a wide variety of individual fixtures that may be connected at any point on the track.  The individual fixtures are available in different geometric styles, light source sizes and finishes.

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The Company also has a line of track lighting produced under the name of Trac-Lites to complement its line of products under the Trac-Master name.  This line is a lower priced but high quality line of products that do not contain some of the features of Trac-Master.
Track lighting products were originally developed for use in store displays.  While this use continues to be important, track lighting is also popular in the residential market, particularly in the remodeling and do-it-yourself markets.  One line of the Company's track fixtures allows each track light to be controlled by either of two switches and includes a series of miniature low voltage halogen track lights that provide higher lumens per watt than standard incandescent light sources. 
The Company also produces and markets a series of track lighting products under the names Trac 12 and Flex 12.  Trac 12 is a low voltage track lighting system featuring small individual fixtures and a miniature lamp holder used in linear lighting applications.  Flex 12 is also a low voltage track lighting system that features a track that can be curved in a variety of shapes.  A series of miniature fixtures were introduced to accompany this flexible system for commercial and residential lighting applications.  In October 2002, Juno completed the acquisition of Alfa Lighting, Inc.   Alfa provides Juno with an expanded product offering in the low voltage category to include monorail, cable and pendant systems as a complement to its existing Trac Master, Trac 12 and Flex 12 product lines.
Through an acquisition Juno became a supplier of High Intensity Discharge (HID) lighting products for commercial and industrial applications principally in Canada.  Indoor lighting products include high and low bay luminaires designed to illuminate large spaces such as factories, warehouses, indoor sports arenas and retail stores.  Outdoor lighting products include area, flood, building and canopy mount luminaires to provide security lighting, to illuminate building facades, parking garages and parking lots.  Marketed under the Acculite brand, these products are characterized by high quality construction and superior photometric performance to facilitate lower installation and operating costs. 
The Company believes its innovations in simplifying installation and improving the function of its lighting products have served to increase demand for its products.
Juno, Indy, Trac-Master, Real Nail , Air-Loc, Wireforms, Accents, Conix, Delta 200 Series, IdeaLab, It's All in the Lighting, Design Only and MH2 are registered trademarks of Juno.

Production

The Company designs and assembles substantially all of its products in-house.  However, the Company outsources virtually all component manufacturing to a number of independent vendors located principally near its production facilities.  Tools, dies and molds are manufactured by outside sources to the Company's designs and specifications.  Tooling is consigned to independent job shops, largely near the Company's manufacturing facilities, which fabricate and finish the components of the Company's products.  The Company inspects the components and assembles, tests, packages, stores and ships the finished products.  Most assembly operations are performed at the Des Plaines, Illinois plant and Indianapolis, Indiana assembly facilities.
The Company outsources manufacturing of virtually all components to minimize fixed costs and capital requirements and to produce flexibility in responding to market needs.  It believes its utilization of subcontractors with specialized skills is the most efficient method of manufacturing its products.  The Company further believes that alternate tool making specialists and fabricators are generally available.  It uses multiple subcontractors for most of its components to facilitate availability.  In addition, the Company purchases many of the raw materials used in the manufacturing of its components to control the quality of the raw materials used by the subcontractors and to receive more competitive prices for the raw materials. 
The Company spent approximately $4,840,000, $4,973,000, and $4,696,000 on research, development and testing of new products and development of related tooling in fiscal 2002, 2001, and 2000, respectively.

Sales and Distribution

The Company has relationships with a broad base of over 1,400 distributors across the United States and in Canada.  Each of the Company's distributors maintains its own inventory of Company products and in turn, sells to electrical contractors and builders and, in some cases, also sells at the retail level. Sales to distributors are made through the Company's own staff of sales managers and sales personnel and also through manufacturers' agents who sell other electrical products of a non-competitive character.  The Company also seeks to have its products specified by architects, engineers and contractors for large commercial and institutional projects with actual sales made through the Company's distributors.  The Company also sells to certain wholesale lighting outlets and national accounts.
Inventories of substantially all items Juno produces are maintained at the Des Plaines, Illinois and Indianapolis, Indiana plants and substantially all items are maintained in Juno's warehouses in the Atlanta, Dallas, Los Angeles, Philadelphia and Toronto areas.  Most orders are shipped from stock inventory within 48 hours of receipt.

4



Backlog and Material Customers

We have no material long-term contracts.  The Company is not dependent on any single customer or group of customers and no single customer accounted for as much as 10% of sales in fiscal 2002.

Competition

We are not aware of any published figures that identify the overall market for the Company's products.  Nevertheless, the Company believes that its sales place the Company among the five highest-selling manufacturers of track and recessed lighting products in the United States.  The Company estimates that there are more than 50 manufacturers of competing track and recessed lighting products.  The Company competes not only with manufacturers in its own fields, but also with manufacturers of a variety of fluorescent and decorative lighting products.  A number of competitors, including the Company's two largest competitors, are divisions or subsidiaries of larger companies, which have substantially greater resources than the Company.
There is wide price variance in competitive products and the Company believes that its line can be described as moderately priced in order to be attractive to the high-volume commercial and residential markets.  However, lighting fixtures are often purchased in small quantities and, as a result, product features may be more important to a purchaser in small quantities than cost.  The Company believes that its growth has been attributable principally to the design and construction of its products, the quality of its sales force and its reputation for prompt delivery and service.
As of November 30, 2002, the Company owned a substantial number of United States patents and had several patent applications on file with the United States Patent Office.  The Company also has corresponding foreign patents and registered trademarks in the United States.  There is no assurance that any patents will be issued with respect to pending or future applications.  As the Company develops products for new markets and uses, it normally seeks available patent protection.  The Company believes that its patents are important, but does not consider itself materially dependent upon any single patent or group of related patents.

Employees

The Company employs approximately 1,000 persons.  Most of the Company's factory employees are represented by one of two unions.  The expiration dates for the collective bargaining agreements pertaining to the Company's Des Plaines, Illinois, and Indianapolis, Indiana locations are September 2005 and September 2004, respectively.

The Company's Internet address is www.junolighting.com.  Currently, the Company does not make the reports it files with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Exchange Act available on its Internet website because the website does not yet have such capability.  The Company will voluntarily provide copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports free of charge upon request.  The information on the Company's website is not part of this report.

ITEM 2.  PROPERTIES

Juno owns a building located in Des Plaines, Illinois of approximately 510,000 square feet, which serves at its principal assembly, warehouse and executive office facility.  Juno also owns distribution warehouses in New Jersey, Georgia, and Brampton, Ontario, Canada which have, in the aggregate, approximately 140,700 square feet of floor space and a 130,000 square foot assembly and general office facility in Indianapolis, Indiana for its Indy Lighting, Inc. subsidiary.  The Company leases four additional distribution warehouses for relatively short terms, which have, in the aggregate, approximately 149,000 square feet of floor space.  These warehouse leases call for an aggregate annual rental of approximately $924,000.  The Company's facilities are modern, considered adequate for its business as presently conducted and experience varying levels of utilization.

5

ITEM 3.  LEGAL PROCEEDINGSOn or about May 17, 2002, Juno filed a Complaint against U.S. Industries, Inc. in the Superior Court of the State of Delaware in and for New Castle County and issued written discovery to U.S. Industries.  In the Complaint, Juno alleges that U.S. Industries breached an exclusivity agreement with Juno related to a proposed acquisition, by engaging in negotiations with another company, Hubbell Incorporated, during an exclusivity period with Juno.  The Complaint seeks damages of $8,500,000 based on a liquidated damages provision contained in the exclusivity agreement to cover expenses incurred and additional losses by Juno, as well as attorneys' fees and costs.  U.S. Industries has answered the Complaint and denied liability.  The parties are proceeding with discovery.ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

The following table gives certain information with respect to the Executive Officers of the Company as of January 31, 2003:

|Name                |  | Age |  | Positions Held                                                                            | 
|------------------- |  | --- |  | ----------------------------------------------------------------------------------------- | 
|                    |  |     |  |                                                                                           | 
|T. Tracy Bilbrough  |  | 46  |  | President and Chief Executive Officer                                                     | 
|Glenn R. Bordfeld   |  | 56  |  | Executive Vice President and Chief Operating Officer; President of Juno Lighting Division | 
|George J. Bilek     |  | 48  |  | Vice President, Finance, Secretary and Treasurer                                          | 
|W. Allen Fromm      |  | 56  |  | Vice President, Purchasing                                                                | 
|Charles F. Huber    |  | 61  |  | Vice President, Engineering and Special Projects                                          | 
|Jacques P. LeFevre  |  | 47  |  | Vice President; President of Indy Lighting, Inc.                                          | 
|Daniel S. Macsherry |  | 43  |  | Vice President, Business Development                                                      | 
|Scott L. Roos       |  | 45  |  | Vice President, Product Management & Development                                          | 
|Richard B. Stam     |  | 41  |  | Vice President, Sales                                                                     | 

T. Tracy Bilbrough

6



Daniel S. Macsherry joined the company as Vice President, Business Development in October 2000.  From December 1998 to September 2000 he was Director of Finance for Stanley Fastening Systems, a division of the Stanley Works and a manufacturer of pneumatic tools and accessories.  He was the Director of Business Planning and Analysis at DeWalt Professional Power Tools, a division of Black & Decker Corporation, from 1996 to 1998.  From 1983 through 1995 he held various financial roles of increasing responsibility supporting operations at Black & Decker.Scott L. Roos rejoined Juno in October 1998 as Vice President, Product Management and Development.  From August 1994 through October 1998 he was Vice President, Product Development and Marketing for Alkco, a division of the JJI Lighting Group (a manufacturer of lighting products).  From 1990 through August 1994 he was the Company's Director of New Product Development.Richard B. Stam has been Vice President, Sales since August 1999.  From 1997 to 1999, he was employed by the Company as its National Sales Manager for North America.  From 1994 to 1997, he was the National Sales Manager for Juno Lighting, Ltd., Juno's Canadian subsidiary.PART II

ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS

Common Stock and Dividend Information



|               |  | Fiscal 2002 |  |       | Fiscal 2001
|-------------- |  | ----------- |  | ----- | -----------
|               |  |             |  |       |            
|               |  |             |  |       |            
|               |  | High        |  | Low   |            
|               |  |             |  |       |            
|First Quarter  |  | 12.15       |  | 8.90  |            
|Second Quarter |  | 12.65       |  | 11.00 |            
|Third Quarter  |  | 11.73       |  | 8.66  |            
|Fourth Quarter |  | 10.74       |  | 9.85  |            

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ITEM 6.  SELECTED FINANCIAL DATA

FINANCIAL HIGHLIGHTS

(in thousands except per share amounts)

|                                |          |   |      |          |      |  |          |   |      |         
|------------------------------- | -------- | - | ---- | -------- | ---- |  | -------- | - | ---- | --------
|Year ended November 30,         | 2002     |   | 2001 |          | 2000 |  | 1999     |   | 1998 |         
|                                |          |   |      |          |      |  |          |   |      |         
|Net Sales                       | $181,770 |   |      | $179,947 |      |  | $173,988 |   |      | $167,458
|Gross Profit                    | 90,745   |   |      | 91,144   |      |  | 85,565   |   |      | 83,526  
|Net Income                      | 11,767   |   |      | 9,344    |      |  | 7,381    |   |      | 18,022  
|Net Income (Loss) Available to  |          |   |      |          |      |  |          |   |      |         
|Common Shareholders             | 1,084    |   |      | (526     | )    |  | (1,717   | ) |      | 13,740  
|Net Income (Loss)               |          |   |      |          |      |  |          |   |      |         
|Per Common Share                |          |   |      |          |      |  |          |   |      |         
|Basic                           | .43      |   |      | (.21     | )    |  | (.71     | ) |      | 1.23    
|Diluted                         | .43      |   |      | (.21     | )    |  | (.71     | ) |      | 1.23    
|Cash Dividends Per Common Share |          |   |      | -        |      |  | -        |   |      | .20     
|Total Assets                    | 123,852  |   |      | 119,143  |      |  | 117,434  |   |      | 130,634 
|Long - Term Debt                | 155,626  |   |      | 167,742  |      |  | 182,665  |   |      | 206,793 
|Stockholders' (Deficit) Equity  | (75,151  | ) |      | (87,550  | )    |  | (96,768  | ) |      | (104,157
|Working Capital (1)             | 20,878   |   |      | 20,217   |      |  | 30,094   |   |      | 42,722  
|Current Ratio (2)               | 1.5 to 1 |   |      | 1.6 to 1 |      |  | 2.0 to 1 |   |      | 2.6 to 1



(1)   Defined as total Current Assets minus total Current Liabilities.
(2)   Defined as total Current Assets divided by total Current Liabilities.
Both Working Capital and Current Ratio as defined above are important and relevant measurements given the Company's current capital structure and level of outstanding debt.  In order to maximize debt reduction the Company must focus on sales growth, earnings and minimizing working capital.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
             CONDITION AND RESULTS OF OPERATIONS



9



Financial Condition

Fiscal 2002  The Company generated positive net cash flow provided by operating activities of $19,467,000 comprised principally of net income, depreciation and amortization, deferred charges, decreases in inventories and other assets, and an increase in accounts payable, (collectively aggregating $21,927,000), net of a decrease to the allowance for doubtful accounts and accrued liabilities, unrealized gain on interest rate swap and increases in accounts receivable and prepaid expenses, (collectively aggregating $2,460,000).
Net cash used in investing activities amounted to $9,372,000 and was used to finance capital expenditures of $2,494,000. In addition, on October 15, 2002 the Company purchased the stock of Alfa Lighting, Inc., manufacturers and marketers of low voltage lighting systems for $7,200,000 in cash.  The acquisition was financed using the Company's revolving credit facility (the "Revolving Credit Facility") under the Company's existing senior credit facility with Bank of America, N.A., Credit Suisse First Boston and certain other lenders (the "Senior Credit Facility"). The purchase agreement calls for an additional purchase price due at the end of the first twenty-four months after acquisition contingent upon this division attaining certain operating objectives.  As a result of this acquisition, the Company recorded additional working capital of $2,428,000 and goodwill of $4,450,000. 
The net cash used in financing activities of $10,154,000 consisted primarily of principal payments on the term debt under the Senior Credit Facility of $67,815,000 less proceeds from its Revolving Credit Facility of $57,300,000.
Prior to the June 30, 1999 merger of Jupiter Acquisition Corp., a Delaware company and wholly-owned subsidiary of Fremont Investors I, LLC, with and into the Company (the "Merger"), the Company historically had funded its operations principally from cash generated from operations and available cash.  The Company incurred substantial indebtedness in connection with the Merger.  The Company's liquidity needs are expected to arise primarily from operating activities and servicing indebtedness incurred in connection with the Merger.
Principal and interest payments under the Senior Credit Facility and the $125 million principal amount of 11-7/8% senior subordinated notes due July 1, 2009 issued by the Company (the "Subordinated Debt" or "Notes"), both entered into in connection with the Merger, represent significant liquidity requirements for the Company.  As of November 30, 2002, the Company had cash of approximately $1.2 million, a $6.0 million balance on the Company's Revolving Credit Facility and total term debt of approximately $160.3 million.  Detailed information concerning the terms of the Senior Credit Facility and the Subordinated Debt can be found in the Company's audited financial statements and notes thereto appearing elsewhere in this document.
The Company's $35 million Revolving Credit Facility is available to finance its working capital requirements and had an outstanding balance on November 30, 2002 of $6.0 million.  The Company's principal source of cash to fund its liquidity needs will be net cash from operating activities and borrowings under the Revolving Credit Facility.  The Company believes these sources will be adequate to meet its anticipated future requirements for working capital, capital expenditures, and scheduled payments of principal and interest on its existing indebtedness for at least the next 12 months.  However, the Company may not generate sufficient cash flow from operations or have future working capital borrowings available in an amount sufficient to enable it to service its indebtedness, including the Notes, or to make necessary capital expenditures.Fiscal 2001

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The Company's $35 million Revolving Credit Facility was available to finance its working capital and had an outstanding balance on November 30, 2001 of $5.3 million. Fiscal 2000

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Other Matters

Recently Issued Accounting Standards

In June 2001, the FASB issued SFAS 141, "Business Combinations".  This standard applies to acquisitions after June 30, 2001 and requires, among other things, that purchase accounting be followed.  Accordingly, the Company applied this standard to the acquisitions of Acculite Manufacturing and Alfa Lighting, Inc.  Consistent with this standard, the resulting goodwill from the acquisition of Acculite Manufacturing of $3,965,000 and Alfa Lighting, Inc. of $4,450,000 were not subject to amortization.
In June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets".  This standard addresses the accounting for goodwill and other intangible assets that have been historically subject to annual amortization over their estimated useful lives.  The Company adopted SFAS 142 during 2002.  Management conducted a review of the estimated fair market value of its business segment, using discounted cash flow techniques.  Based on management's review, no goodwill impairment was recorded for the year ended November 30, 2002. 
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets," effective for years beginning after December 15, 2001.  Under the new rules, the accounting and reporting for the impairment and disposal of long-lived assets have been superseded from SFAS No. 121 and APB No. 30.  Also, ARB No. 51 has been amended to eliminate the exception for consolidation of a temporary subsidiary.  Effective November 30, 2002, the Company adopted SFAS No. 144, which did not have an effect on the financial statements of the Company.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activites, " effective for exit or disposal activities initiated after December 31, 2002.  Under the new rules, EITF, 94-3 has been nullified and now costs associated with an exit or disposal activity will be recognized when the liability is incurred rather than when the entity committed to an exit plan.  Effective November 30, 2002, the Company adopted SFAS No. 146, which did not have an effect on the financial statements of the Company.

The Company is exposed to market risks arising from changes in interest rates.  As of November 30, 2002, the Company had both floating-rate and fixed rate long-term debt that is exposed to changes in interest rates.  In order to manage the Company's risk, at November 30, 2002 the Company had two interest rate swap agreements.  The net unrealized gain from these swaps for the fiscal year ended November 2002 was $418,000 based on the swaps' estimated market values as of  November 30, 2002.  The Company also realized a gain of $1,549,000 for the fiscal year ended November 30, 2002 as a result of exiting an interest rate swap transaction.  Detailed information concerning the terms of these swaps can be found in the Company's audited Financial Statement and notes thereto appearing elsewhere in this document.

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ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

|                                                                                                      |  | PAGE 
|----------------------------------------------------------------------------------------------------- |  | -----
|                                                                                                      |  |      
|Index to Financial Statements                                                                         |  |      
|                                                                                                      |  |      
|Financial Statements:                                                                                 |  |      
|                                                                                                      |  |      
|Report of Independent Accountants                                                                     |  | 14   
|                                                                                                      |  |      
|Consolidated Statements of Income for the three years ended November 30, 2002                         |  | 15   
|                                                                                                      |  |      
|Consolidated Balance Sheets at November 30, 2002 and 2001                                             |  | 15-16
|                                                                                                      |  |      
|Consolidated Statements of Stockholders' Equity (Deficit) for the three years ended November 30, 2002 |  | 17   
|                                                                                                      |  |      
|Consolidated Statements of Cash Flows for the three years ended November 30, 2002                     |  | 18   
|                                                                                                      |  |      
|Notes to Consolidated Financial Statements                                                            |  | 19-33
|                                                                                                      |  |      
|Selected Quarterly Financial Data (Unaudited)                                                         |  | 33   
|                                                                                                      |  |      
|Financial Statement Schedule:                                                                         |  |      
|                                                                                                      |  |      
|Valuation and Qualifying Accounts for the three years ended November 30, 2002                         |  | 42   



13





Report of Independent Accountants

To the Board of Directors and
Stockholders of Juno Lighting, Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of stockholders' equity (deficit) and of cash flows present fairly, in all material respects, the financial position of Juno Lighting, Inc. and its subsidiaries at November 30, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended November 30, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit 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 the opinion expressed above.
As disclosed in Note 1 to the financial statements, the Company changed the manner in which it accounts for goodwill and other intangible assets upon the adoption of Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets" on December 1, 2001. 
PricewaterhouseCoopers LLP
Chicago, Illinois
January 10, 2003



14



CONSOLIDATED STATEMENTS OF INCOME

|(in thousands except share amounts)                     
|--------------------------------------------------------
|                                                        
|Year ended November 30,                                 
|                                                        
|                                                        
|Net sales                                               
|Cost of sales                                           
|                                                        
|Gross profit                                            
|Selling, general and administrative                     
|Costs of terminated acquisition                         
|                                                        
|Operating income                                        
|                                                        
|Other (expense) income:                                 
|Interest expense                                        
|Interest and dividend income                            
|Realized gain on interest rate swap                     
|Miscellaneous                                           
|                                                        
|Total other (expense) income                            
|                                                        
|Income before taxes on income                           
|Taxes on income                                         
|                                                        
|Net income                                              
|Less: Preferred dividends                               
|                                                        
|Net income (loss) available to common shareholders      
|                                                        
|                                                        
|                                                        
|Net income (loss) per common share   (Basic and diluted)
|                                                        
|                                                        
|                                                        
|Weighted average number of shares outstanding - Basic   
|                                                        
|Weighted average number of shares outstanding - Diluted 
|                                                        
|                                                        
|                                                        



CONSOLIDATED BALANCE SHEETS

|(in thousands)                                                     
|-------------------------------------------------------------------
|                                                                   
|November 30,                                                       
|                                                                   
|Assets                                                             
|Current:                                                           
|Cash                                                               
|Accounts receivable, less allowance for doubtful accounts of $926  
|and $977                                                           
|Inventories, net                                                   
|Prepaid expenses and miscellaneous                                 
|                                                                   
|Total current assets                                               
|                                                                   
|Property and equipment:                                            
|Land                                                               
|Building and improvements                                          
|Tools and dies                                                     
|Machinery and equipment                                            
|Computer equipment                                                 
|Office furniture and equipment                                     
|                                                                   
|                                                                   
|Less accumulated depreciation                                      
|                                                                   
|Net property and equipment                                         
|                                                                   
|Other assets:                                                      
|Goodwill                                                           
|Deferred financing costs, net of accumulated amortization of $4,426
|and $3,124                                                         
|Miscellaneous                                                      
|                                                                   
|Total other assets                                                 
|                                                                   
|Total assets                                                       
|                                                                   
|                                                                   
|                                                                   
|                                                                   



15



CONSOLIDATED BALANCE SHEETS

|(in thousands)                                   
|-------------------------------------------------
|                                                 
|November 30,                                     
|                                                 
|Liabilities                                      
|Current:                                         
|Accounts payable                                 
|Accrued liabilities                              
|Short term borrowings                            
|Current maturities of long-term debt             
|                                                 
|Total current liabilities                        
|                                                 
|Long-term debt, less current maturities          
|                                                 
|Deferred income taxes payable                    
|                                                 
|Commitments and Contingencies                    
|Stockholders' Deficit                            
|Preferred stock, Series A and B convertible $.001
|par value, $100 stated value, 5,000,000 shares   
|authorized and 1,063,500 shares issued.          
|Common stock, $.001 par value;                   
|Shares authorized 45,000,000;                    
|Issued 2,529,534 and 2,500,389                   
|Paid-in capital                                  
|Accumulated other comprehensive loss             
|Shareholder note receivable                      
|Accumulated deficit                              
|                                                 
|Total stockholders' deficit                      
|                                                 
|Total liabilities and stockholders' equity       
|                                                 
|                                                 
|                                                 



16



CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

|(in thousands)                              
|--------------------------------------------
|                                            
|Years ended November 30, 2000, 2001 and 2002
|                                            
|                                            
|A and B                                     
|                                            
|$.001 PAR                                   
|                                            
|                                            
|Balance, November 30, 1999                  
|                                            
|Comprehensive income:                       
|Net income for 2000                         
|Loss on foreign currency translation        
|Comprehensive income                        
|Purchase of common stock and exercise of    
|stock options                               
|Preferred shares Series B issued            
|Preferred stock dividend                    
|Common stock retirement                     
|                                            
|Balance, November 30, 2000                  
|                                            
|Comprehensive income:                       
|Net income for 2001                         
|Loss on foreign currency translation        
|Comprehensive income                        
|Issuance of shareholder note receivable     
|Purchase of common stock and exercise of    
|stock options                               
|Preferred stock dividend                    
|                                            
|Balance, November 30, 2001                  
|                                            
|Comprehensive income:                       
|Net income for 2002                         
|Gain on foreign currency translation        
|Comprehensive income                        
|Purchase of common stock                    
|Preferred stock dividend                    
|                                            
|Balance, November 30, 2002                  
|                                            





17

CONSOLIDATED STATEMENTS OF CASH FLOW



|(in thousands)                                    
|--------------------------------------------------
|Year ended November 30,                           
|                                                  
|Net income                                        
|Adjustments to reconcile net income to net cash   
|provided by operating activities:                 
|Depreciation and amortization                     
|Unrealized (gain) loss on interest rate swap      
|Loss on sale of assets                            
|(Decrease) in allowance for doubtful accounts     
|Deferred income taxes                             
|Deferred compensation                             
|Changes in operating assets and liabilities:      
|(Increase) decrease in accounts receivable        
|Decrease in inventories                           
|(Increase) decrease  in prepaid expenses          
|Decrease (increase) in other assets               
|Increase (decrease) in accounts payable           
|(Decrease) increase in accrued liabilities        
|                                                  
|Net cash provided by operating activities         
|                                                  
|Cash flows (used in) investing activities:        
|Capital expenditures                              
|License - lighting technology                     
|Acquisition of subsidiary, net of Cash acquired   
|                                                  
|Net cash (used in) investing activities           
|                                                  
|Cash flows used in financing activities:          
|Principal payments on long-term debt and bank debt
|Proceeds from sale of common stock through        
|Employee Stock Purchase Plan                      
|Proceeds from bank debt                           
|Proceeds from bank debt for acquisition           
|Deferred financing costs                          
|Common stock retired                              
|                                                  
|Net cash used in financing activities             
|                                                  
|Net decrease in cash                              
|Cash at beginning of year                         
|                                                  
|Cash at end of year                               
|                                                  
|                                                  
|                                                  
|Supplemental disclosures of cash flow information:
|Cash paid during the year for:                    
|Interest                                          
|Income taxes                                      
|                                                  
|                                                  
|                                                  
|                                                  







18



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Juno Lighting, Inc.

Note 1:   Summary of Significant Accounting PoliciesNature of the BusinessJuno Lighting, Inc. (the "Company") is a leader in the design, manufacture and marketing of lighting fixtures for commercial and residential use primarily in the United States.Principles of ConsolidationThe consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.  All material intercompany accounts and transactions have been eliminated.Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.Revenue RecognitionRevenues from sales are recognized at the time goods are shipped when title and risk of loss passes to the customer.InventoriesInventories are valued at the lower of cost (first-in, first-out) or market.Property and EquipmentProperty and equipment are stated at cost.  Depreciation is computed over estimated useful lives using the straight-line method for financial reporting purposes and accelerated methods for income tax reporting.  Depreciation expense in 2002, 2001, and 2000 amounted to approximately $4,483,000, $4,462,000, and $4,774,000 respectively.Useful lives for property and equipment are as follows:



|                               |  |              
|------------------------------ |  | -------------
|Buildings and improvements     |  | 20 - 40 years
|Tools and dies                 |  | 3 years      
|Machinery and equipment        |  | 7 years      
|Computer equipment             |  | 5 years      
|Office furniture and equipment |  | 5 years      
|                               |  |              

Goodwill The Company adopted SFAS 142 "Goodwill and Other Intangibles" during 2002.  Management conducted a review of the estimated fair market value of its business segment, using discounted cash flow techniques. Based on management's review, no goodwill impairment was recorded for the year ended November 30, 2002. Furthermore, the Company has not amortized any of its goodwill for the year ended November 30, 2002.  Had SFAS 142 been in effect for fiscal 2001 and 2000, the net income (loss) attributable to common shareholders and earnings per share attributable to common shareholders for the three years ending November 30, 2002 would have been as follows:

|(in thousands)                       |                                
|------------------------------------ | -------------------------------
|                                     |                                
|November 30,                         |                                
|                                     |                                
|Net Income (loss)                    |                                
|                                     | Net as reported                
|                                     | Add back: Goodwill Amortization
|                                     |                                
|                                     | Adjusted net income (loss)     
|                                     |                                
|                                     |                                
|                                     |                                
|Basic and Diluted Earnings Per Share |                                
|                                     | Net as reported                
|                                     | Goodwill amortization          
|                                     |                                
|                                     | Adjusted net income (loss)     
|                                     |                                
|                                     |                                
|                                     |                                
|Weighted Average Shares Outstanding  |                                
|                                     | Basic and Diluted              
|                                     |                                
|                                     |                                
|                                     |                                



Income TaxesThe Company uses the asset and liability approach under which deferred taxes are provided for temporary differences between the financial reporting and income tax bases of assets and liabilities based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.Research and DevelopmentThe Company spent approximately $4,840,000, $4,973,000 and $4,696,000 on research, development and testing of new products and development of related tooling in fiscal 2002, 2001 and 2000, respectively.

19

Foreign Currency TranslationThe financial statements of the Company's Canadian subsidiary have been translated using local currency as the functional currency.Net Income Per ShareBasic net income per share is computed based upon weighted average number of shares of common stock.  Diluted earnings per share is computed based on the weighted average number of shares of common stock and dilutive common stock equivalents outstanding.  The effects of convertible Preferred Stock have been excluded from dilutive earnings per share in the periods presented because the impact would be antidilutive. Share and per share information have been adjusted for all stock splits.Stock-based Compensation As permitted by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company has elected to continue to account for its stock-based awards in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and has provided the pro forma disclosures as required by SFAS 123 for the years ended November 30, 2002, 2001 and 2000.Derivative InstrumentsChanges in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction.  The Company entered into two interest rate swap agreements in fiscal 2001 (notional amounts of $30,000,000 pay-fixed rate swap and $60,000,000 pay-floating rate swap), which resulted in a net unrealized gain of $418,000 for the year ended November 30, 2002 and a net expense of $472,000 for the year ended November 30, 2001, based on the swaps' estimated market values as of November 30, 2002, and 2001, respectively.  These derivatives do not qualify for hedge accounting.  Accordingly, the net impact was recorded as other income/expense on the consolidated statements of income for fiscal 2002 and 2001.  The Company also realized a gain of $1,549,000 for the fiscal year ended November 30, 2002 as a result of exiting an interest rate swap transaction.  The Company entered into these agreements to reduce the risk of adverse changes in variable interest rates on certain of the long-term debt.  These derivative instruments will be adjusted to estimated market values quarterly with any adjustment impacting current earnings until their respective maturities.Recently Issued Accounting StandardsIn June 2001, the FASB issued SFAS 142, "Goodwill and Other Intangible Assets".  This standard addresses the accounting for goodwill and other intangible assets that have historically been subject to annual amortization over their estimated useful lives. The Company has adopted this standard (see Note 1).
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment of Disposal of Long-Lived Assets," effective for years beginning after December 15, 2001.  Under the new rules, the accounting and reporting for the impairment and disposal of long-lived assets have been superseded from SFAS No. 121 and APB No. 30.  Also, ARB No. 51 has been amended to eliminate the exception for consolidation of a temporary subsidiary.  Effective November 30, 2002, the Company adopted SFAS No. 144, which did not have an effect on the financial statements of the Company.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activites, " effective for exit or disposal activities initiated after December 31, 2002.  Under the new rules, EITF, 94-3 has been nullified and now costs associated with an exit or disposal activity will be recognized when the liability is incurred rather than when the entity committed to an exit plan.  Effective November 30, 2002, the Company adopted SFAS No. 146, which did not have an effect on the financial statements of the Company.Note 2:   Merger and RecapitalizationOn June 30, 1999, Jupiter Acquisition Corp. ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of Fremont Investors I, LLC  ("Fremont Investors"), was merged (the "Merger") with and into the Company pursuant to an Agreement and Plan of Recapitalization and Merger dated March 26, 1999 (the "Merger Agreement") by and among Merger Sub, the Company and Fremont Investors.  Pursuant to the Merger, the holders of all the issued and outstanding shares of Juno common stock, $.01 par value per share, were entitled to receive either $25 cash or one share of Juno common stock, $.001 par value per share, for each share of common stock issued and outstanding; provided that this consideration was subject to proration, as such holders were entitled to receive an aggregate of 2,400,000 shares of Juno common stock.  The Company funded this effective retirement of 16,242,527 shares of the Company's common stock with a payment to stockholders in the aggregate of approximately $406 million.  The sources of this funding included the Company's available cash and marketable securities, a $106 million preferred stock investment by Fremont and key employees of Juno ("Preferred Stock"), approximately $94.9 million of bank debt ("Bank Debt") and the issuance of $125 million of subordinated debt ("Subordinated Debt").  In connection with the Merger, the Company incurred approximately $9.9 million in transaction costs and $10.2 million of deferred financing costs.  Included in these costs were payments of approximately $4.9 million to Fremont Investors.

20

Note 3:   Acquisition

In October 2002, the Company purchased all of the outstanding stock of Alfa Lighting, Inc., a manufacturer and marketer of low voltage lighting systems for $7,200,000.  The Company performed an analysis of the purchase price and determined that there were no identifiable intangibles.  As a result the purchase price was allocated to working capital of $2,750,000 and goodwill of $4,450,000.  The purchase agreement calls for an additional purchase price that is contingent upon Alfa Lighting, Inc. attaining certain operating objectives.  The additional purchase price is payable at the end of the first twenty-four months after the acquisition date if the objectives are met.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

|(in thousands)                |  
|----------------------------- | -
|                              |  
|Cash and cash equivalents     | $
|Accounts receivable           |  
|Inventory                     |  
|Property, plant and equipment |  
|Other assets                  |  
|Goodwill                      |  
|                              |  
|Total assets acquired         |  
|                              |  
|Current liabilities           |  
|Deferred taxes                |  
|                              |  
|Total liabilities assumed     |  
|                              |  
|Net assets acquired           | $
|                              |  
|                              |  
|                              |  

The purchase price and its allocation is subject to change pending final determination of certain acquired balances, however, management does not believe such changes will be significant.

21



Note 4:   InventoriesInventories consist of the following:

|(in thousands)          
|------------------------
|                        
|November 30,            
|                        
|Finished goods          
|Raw materials           
|Reserve for Obsolescence
|                        
|Total                   
|                        
|                        
|                        

Work in process inventories are not significant in amount and are included in finished goods.

|(in thousands)           
|-------------------------
|                         
|November 30,             
|                         
|Interest expense         
|Compensation and benefits
|Promotional programs     
|Real estate taxes        
|Commissions              
|Current income taxes     
|Swap contract            
|Other                    
|                         
|Total                    
|                         
|                         
|                         

Note 6:   Long-Term DebtLong-term debt consists of the following:

|(in thousands)                                                              
|----------------------------------------------------------------------------
|                                                                            
|November 30,                                                                
|                                                                            
|Bank of America, N.A. and certain other lenders, Tranche A Term             
|Loan, payable in escalating installments through November,                  
|2005, plus interest at a variable rate, generally approximating 3           
|month  LIBOR plus 2.5%                                                      
|Bank of America, N.A. and certain other lenders, Tranche B Term Loan,       
|payable in escalating installments through November, 2006, plus             
|interest at a variable rate, generally approximating 3 month LIBOR plus 3.0%
|Senior Subordinated Notes due July, 2009 plus interest at 11 7/8%, net of   
|discount of $694 and $762 in 2002 and 2001, respectively                    
|                                                                            
|Less current maturities                                                     
|                                                                            
|Total long-term debt                                                        
|                                                                            
|                                                                            
|                                                                            

The Company has a senior credit facility (the "Senior Credit Facility") with Bank of America, N.A., Credit Suisse First Boston and certain other lenders providing (i) a $90 million term facility consisting of a (a) $40 million tranche A term loan ("Term Loan A"), and (b) $50 million tranche B term loan ("Term Loan B"), and (ii) a $35 million revolving credit facility (the "Revolving Credit Facility").  Borrowings under the Senior Credit Facility bear interest, at the Company's option, at a rate per annum equal to either the Eurodollar rate (the London interbank offered rate for eurodollar deposits as adjusted for statutory reserve requirements) or a base rate plus variable applicable percentages.  At November 30, 2002, the nominal interest rates for Term Loan A and Term Loan B were 3.88% and 4.38%, respectively.  Term Loan A and Term Loan B are each payable in separate quarterly installments. The final maturity of Term Loan A is November 30, 2005 and the final maturity of Term Loan B is November 30, 2006.

22

Amounts outstanding under the Revolving Credit Facility at November 30, 2002 and November 30, 2001 were $6,050,000 and $5,350,000 respectively.  At November 30, 2002, the nominal interest rate for borrowing on the Revolving Credit Facility was 4.3%.  Borrowings under the Revolving Credit Facility are due on November 30, 2005.  In addition, the Company issued $125 million principal amount of 11-7/8% senior subordinated notes due July 1, 2009 (the "Notes") to qualified institutional buyers under a private placement offering pursuant to Rule 144A and Regulation S of the Securities Act of 1933, which notes were then exchanged for new notes registered under the Securities Act of 1933 with substantially identical economic terms, resulting in approximately $120.4 million in proceeds to the Company.  Interest is payable on the Notes semi- annually on January 1 and July 1 of each year.  The Notes are unsecured senior subordinated obligations of the Company, subordinated in right of payment to all existing and future senior indebtedness of the Company, including the Senior Credit Facility.  Each of the aforementioned debt facilities contain restrictive covenants.  The credit agreement related to the Senior Credit Facility including the Revolving Credit Facility (the "Secured Credit Agreement") requires the Company to maintain certain financial ratios, as defined therein.
Relating to the Senior Credit Facility and the Notes, the Company incurred approximately $3.9 million and $6.3 million of financing fees, respectively, which are being amortized over the life of the related debt.
The Senior Credit Facility is collateralized by substantially all of the assets of the Company and its domestic subsidiaries as more particularly described in the Secured Credit Agreement dated June 29, 1999,including all applicable amendments. The aggregate amounts of existing long-term debt maturing in each of the next five years are as follows: 2003 - $4,681,000; 2004 - $3,929,000; 2005 - $4,851,000; 2006 - $22,540,000.

23



Note 7:   Taxes On IncomeProvisions for federal and state income taxes in the consolidated statements of income are comprised of the following:

|(in thousands)       
|---------------------
|                     
|November 30,         
|                     
|Current:             
|Federal              
|State                
|                     
|                     
|                     
|Deferred:            
|Federal              
|State                
|                     
|                     
|                     
|Total taxes on income
|                     
|                     
|                     

Deferred tax assets (liabilities) are comprised of the following:

|(in thousands)                              
|--------------------------------------------
|                                            
|November 30,                                
|                                            
|Reserves for doubtful accounts              
|Inventory costs capitalized for tax purposes
|Compensation and benefits                   
|Accrued warranty reserve                    
|Accrued advertising                         
|Prepaid promotional expenses                
|Interest rate swap                          
|                                            
|Net current deferred tax assets             
|                                            
|Depreciation                                
|Amortization of swap gain                   
|Prepaid health and welfare costs            
|Basis difference of acquired assets         
|Capitalized interest                        
|Foreign amortization                        
|Real estate taxes                           
|                                            
|Net long term deferred tax liabilities      
|                                            
|Net deferred tax liability                  
|                                            
|                                            
|                                            

The following summary reconciles taxes at the federal statutory tax rate to the Company's effective tax rate:

|                                                         |  |      |   |      |      |      | 
|-------------------------------------------------------- |  | ---- | - | ---- | ---- | ---- | 
|November 30,                                             |  | 2002 |   | 2001 |      | 2000 | 
|                                                         |  |      |   |      |      |      | 
|Income taxes at statutory rate                           |  | 35.0 | % |      | 35.0 | %    | 
|State and local taxes, net of federal income tax benefit |  | 2.7  |   |      | 2.7  |      | 
|Other                                                    |  | .7   |   |      | (.4  | )    | 
|Effective tax rate                                       |  | 38.4 | % |      | 37.3 | %    | 
|                                                         |  |      |   |      |      |      | 
|                                                         |  |      |   |      |      |      | 
|                                                         |  |      |   |      |      |      | 

24



Note 8:   Stock Based Compensation PlansThe Company maintains two stock-based compensation programs: a stock option plan and a stock purchase plan.  Prior to June 30, 1999, stock options were issued under the 1993 Stock Option Plan.  The 1993 Stock Option Plan ("the 1993 Plan") provided for the granting of stock options or stock appreciation rights ("SAR") to certain key employees, including officers. Under the 1993 Plan, up to 600,000 shares of the Company's common stock may be issued upon exercise of stock options, and SARs may be granted with respect to up to 600,000 shares of the Company's common stock.  At November 30, 2002, remaining options outstanding under the 1993 Plan totaled 167,500. The Company's 1999 Stock Award and Incentive Plan (the "1999 Plan") provides for the granting of stock options or stock appreciation rights ("SAR") to certain key employees, including officers, directors (including non-employee directors), and independent contractors.  The stock option plan provides for the grant of "incentive stock options" or "non-qualified stock options" as defined in Section 422 of the Internal Revenue Code as amended.  Under the 1999 Plan, up to 940,000 shares of the Company's common stock may be issued upon the exercise of stock options, and SARs may be granted with respect to up to 940,000 shares of the Company's common stock.  At November 30, 2002, a total of 62,095 shares were available for grant under the 1999 Plan. The per-share option price for options granted under the stock option plan may not be less than 100% of the fair market value of the Company's common stock on the date of grant.
The Company's stock purchase plan allows employees to purchase shares of the Company's common stock through payroll deductions over a twelve-month period.  The purchase price is equal to 85 percent of the fair market value of the common stock on either the first or last day of the accumulation period, whichever is lower.  Purchases under the stock purchase plan are limited to the lesser of $5,000 or 10% of an employees base salary.  In connection with the Company's stock purchase plan, 400,000 shares of common stock are authorized for issuance of which 268,517 remain available for issuance as of November 30, 2002.  Under this stock purchase plan, 29,145 shares of common stock were issued at $8.08 per share in fiscal 2002.

A summary of activity under the Company's stock option plan is as follows:

|                             |  |                     |  | Weighted Average |  
|---------------------------- |  | ------------------- |  | ---------------- | -
|                             |  | Options Outstanding |  | Exercise Price   |  
|                             |  |                     |  |                  |  
|Balance at November 30, 1999 |  |                     |  | 585,450          |  
|Options Granted              |  |                     |  | 503,427          |  
|Options Exercised            |  |                     |  | -                |  
|Options Canceled             |  |                     |  | (21,512          | )
|                             |  |                     |  |                  |  
|Balance at November 30, 2000 |  |                     |  | 1,067,365        |  
|Options Granted              |  |                     |  | 38,875           |  
|Options Exercised            |  |                     |  | -                |  
|Options Canceled             |  |                     |  | (72,935          | )
|                             |  |                     |  |                  |  
|Balance at November 30, 2001 |  |                     |  | 1,033,305        |  
|Options Granted              |  |                     |  | 27,100           |  
|Options Exercised            |  |                     |  | -                |  
|Options Canceled             |  |                     |  | (15,000          | )
|                             |  |                     |  |                  |  
|Balance at November 30, 2002 |  |                     |  | 1,045,405        |  
|                             |  |                     |  |                  |  
|                             |  |                     |  |                  |  
|                             |  |                     |  |                  |  

25



A summary of outstanding and exercisable stock options as of November 30, 2002, is as follows:

|                |       |           |   | Options Outstanding |         | Options Exercisable |    
|--------------- | ----- | --------- | - | ------------------- | ------- | ------------------- | ---
|                |       |           |   |                     |         |                     |    
|                |       |           |   |                     |         |                     |    
|                |       |           |   | Weighted            |         |                     |    
|                |       |           |   | Averaged            |         |                     |    
|                |       |           |   | Remaining           |         | Weighted            |    
|                |       |           |   | Contractual         |         | Average             |    
|Range of        |       | Number    |   | Life                |         | Exercise            |    
|Exercise Prices |       | of Shares |   | (in years)          |         | Price               |    
|                |       |           |   |                     |         |                     |    
|$               | 14.44 |           |   |                     | 72,700  |                     | 3  
|$               | 15.38 |           |   |                     | 8,600   |                     | 4.1
|$               | 16.69 | -         | $ | 18.50               |         | 26,000              |    
|$               | 19.63 | -         | $ | 22.19               |         | 60,200              |    
|$               | 25.00 |           |   |                     | 877,905 |                     | 7.5
|                |       |           |   |                     |         |                     |    
|                |       |           |   | 1,045,405           |         | 6.7                 |    
|                |       |           |   |                     |         |                     |    
|                |       |           |   |                     |         |                     |    
|                |       |           |   |                     |         |                     |    

As permitted under SFAS 123, the Company has elected to continue

|                         |  |       |   |      |       |      | 
|------------------------ |  | ----- | - | ---- | ----- | ---- | 
|                         |  | 2002  |   | 2001 |       | 2000 | 
|                         |  |       |   |      |       |      | 
|Expected life (in years) |  | 8     |   |      | 8     |      | 
|Expected volatility      |  | 34.35 | % |      | 31.82 | %    | 
|Dividend yield           |  | 0.0   | % |      | 0.0   | %    | 
|Risk free interest rate  |  | 4.36  | % |      | 5.33  | %    | 
|                         |  |       |   |      |       |      | 

Had the Company recorded compensation based on the estimated grant date fair value, as defined by SFAS 123, for awards granted under its stock-based compensation plans, the Company's net (loss) income available to common shareholders and net (loss) income per share would have been reduced, or increased, to the pro forma amounts below for the years ended November 30, 2002, 2001 and 2000:

|(in thousands except per share amounts)        
|-----------------------------------------------
|                                               
|                                               
|                                               
|Net income (loss) available to common          
|shareholders as reported                       
|Pro forma net income (loss) available to common
|shareholders                                   
|Net income (loss) per share as reported        
|(Basic &diluted)                               
|Pro forma net income (loss) per share          
|(Basic & diluted)                              
|                                               

26



Note 9:     Profit Sharing Plan

The Company has a profit sharing plan pursuant to Section 401(k) of the Internal Revenue Code, whereby participants may contribute a percentage of compensation, but not in excess of the maximum allowed under the Code.  As of January 1, 2002, the Company amended the plan to satisfy the 401(k) safe-harbor requirements by increasing the Company matching contribution to 4%. The matching contribution provided by the Company amounted to approximately $669,000, $257,000 and $244,000 in 2002, 2001, and 2000 respectively.  In addition, the Company may make additional contributions at the discretion of the Board of Directors.  The Board authorized an additional contribution of $531,000 for fiscal 2002, $860,000 for fiscal 2001 and $888,000 for fiscal 2000.

On June 30, 1999, the Company issued 1,060,000 shares of Series A convertible preferred stock ("Series A") to Fremont Investors and certain employees of the Company.  On November 30, 2000, the Company issued 3,500 shares of Series B convertible preferred stock ("Series B", and together with the Series A, the "Preferred Stock") to the Company's Chief Executive Officer.  Holders of the Preferred Stock are entitled to receive cumulative quarterly dividends, whether or not declared by the Board of Directors, in an amount equal to the greater of:

|- |  | dividends which would have been payable to the holders of Series A or Series B, as the      
|- |  | --------------------------------------------------------------------------------------------
|  |  | case may be, in such quarter had they converted their Preferred stock into Juno common      
|  |  | stock prior to the record date of dividends declared on the common stock in such quarter, or
|- |  | the stated amount then in effect multiplied by 2%.                                          

Through June 30, 2004, the dividends for the Series A will be payable by an increase in the stated amount of such stock, and through November 30, 2005, the dividends for the Series B will be payable by an increase in the stated amount of such stock.  After June 30, 2004, the dividends on the Series A will be paid in cash until redemption or conversion, and after November 30, 2005, the dividends on the Series B will be paid in cash until redemption or conversion.  The Preferred Stock is convertible into shares of the Company's common stock at a rate of $26.25 per share.  Holders of Preferred Stock are entitled to one vote for each whole share of common stock that would be issuable to such holder upon the conversion of all the shares of the Preferred Stock held by such holder on the record date for the determination of stockholders entitled to vote. Additionally, holders of Preferred Stock have preference to common stockholders in the event of liquidation, dissolution, winding up or sale of the Company.

The Company operates in one product segment - the design, manufacture and marketing of lighting fixtures.  The aggregation criteria for sales are based on point of shipment while the aggregation criteria for assets are based on their physical location.
Financial information by geographic area is as follows:

|(in thousands)         
|-----------------------
|                       
|November 30,           
|                       
|Net Sales:             
|United States          
|(including Puerto Rico)
|Canada                 
|Total                  
|                       
|                       
|                       
|                       
|                       
|(in thousands)         
|                       
|November 30,           
|                       
|Total Assets:          
|United States          
|Canada                 
|Total                  
|                       
|                       
|                       

27



Note 12:Commitments and Contingencies

Total minimum rentals under noncancelable operating leases for distribution warehouse space and equipment at November 30, 2002 are as follows:

|             | (in thousands)
|------------ | --------------
|             |               
|November 30, |               
|             |               
|2003         |               
|2004         |               
|2005         |               
|2006         |               
|2007         |               
|Total        |               

Total rent expense charged to operations amounted to approximately $1,190,000, $911,000, and $994,000 for the years ended November 30, 2002, 2001 and 2000, respectively.
In the ordinary course of business, there are various claims and lawsuits brought by or against the Company.  In the opinion of management, the ultimate outcome of these matters will not materially affect the Company's operations or financial position.

Mr. Michael M. Froy, a Director of the Company since September 2000, is a partner of the law firm of Sonnenschein Nath & Rosenthal, which billed the Company an aggregate of $720,880 for legal services provided to the Company for the fiscal year ended November 30, 2002.
The Company and Fremont Partners L.L.C., a shareholder of the Company, entered into a management services agreement at the effective time of the Merger, pursuant to which agreement Fremont Partners L.L.C. renders certain management services in connection with the Company's business operations, including strategic planning, finance, tax and accounting services.  Juno pays Fremont Partners L.L.C. an annual management fee of $325,000 to render such services. In addition, the Company engaged Fremont Partners III, LLC, an affiliate of Fremont Partners L.L.C, in fiscal 2002 to provide financial advisory services to the Company in connection with a proposed major acquisition, for which the Company paid approximately $337,000.

The Company has issued and registered $125 million of Series B Senior Subordinated Notes at 11-7/8% (the "Senior Subordinated Notes") under the Securities Act of 1933, as amended (the "Act").  Pursuant to the registration and issuance of the Senior Subordinated Notes under the Act, the Company's domestic subsidiaries, Juno Manufacturing, Inc., Alfa Lighting, Inc. and Indy Lighting, Inc. will provide full and unconditional senior subordinated guarantees for the Senior Subordinated Notes on a joint and several basis.
Following is consolidating condensed financial information pertaining to the Company ("Parent") and its subsidiary guarantors and subsidiary non-guarantors.

|For the Year Ended November 30, 2002
|------------------------------------
|                                    
|(in thousands)                      
|                                    
|                                    
|                                    
|                                    
|                                    
|Net sales                           
|Cost of sales                       
|                                    
|Gross profit                        
|Selling, general and                
|administrative                      
|Costs of terminated acquisition     
|                                    
|Operating (loss) income             
|Other income (expense)              
|                                    
|Income (loss) before                
|taxes on income                     
|Taxes on income                     
|                                    
|                                    
|Net income (loss)                   
|Less: Preferred dividends           
|                                    
|Net income (loss)                   
|available to common                 
|shareholders                        
|                                    
|                                    
|                                    

28

|For the Year Ended November 30, 2001
|------------------------------------
|                                    
|(in thousands)                      
|                                    
|                                    
|                                    
|                                    
|Net sales                           
|Cost of sales                       
|                                    
|Gross profit                        
|Selling, general and administrative 
|                                    
|Operating (loss) income             
|Other income (expense)              
|                                    
|Income (loss) before taxes on income
|Taxes on income                     
|                                    
|Net income (loss)                   
|Less: Preferred dividends           
|                                    
|Net income (loss) available to      
|common shareholders                 
|                                    
|                                    
|                                    



|For the Year Ended November 30, 2000
|------------------------------------
|                                    
|(in thousands)                      
|                                    
|                                    
|                                    
|                                    
|Net sales                           
|Cost of sales                       
|                                    
|Gross profit                        
|Selling, general and administrative 
|                                    
|Operating income                    
|Other expense                       
|                                    
|(Loss) income before                
|taxes on income                     
|Taxes on income                     
|                                    
|Net (loss) income                   
|Less: Preferred dividends           
|                                    
|Net (loss) income  available to     
|common shareholders                 
|                                    
|                                    
|                                    

29





|November 30, 2002                  
|-----------------------------------
|                                   
|(in thousands)                     
|                                   
|                                   
|                                   
|                                   
|                                   
|Cash                               
|Accounts receivable, net           
|Inventories                        
|Other current assets               
|                                   
|Total current assets               
|Property and equipment             
|Less accumulated depreciation      
|                                   
|Net property and equipment         
|Other assets                       
|                                   
|Total assets                       
|                                   
|                                   
|                                   
|Current liabilities                
|Other liabilities                  
|                                   
|Total liabilities                  
|Total stockholders'                
|(deficit) equity                   
|                                   
|Total liabilities and stockholders'
|equity (deficit)                   
|                                   
|                                   
|                                   



|November 30, 2001                   
|------------------------------------
|                                    
|(in thousands)                      
|                                    
|                                    
|                                    
|                                    
|                                    
|Cash                                
|Accounts receivable, net            
|Inventories                         
|Other current assets                
|                                    
|Total current assets                
|Property and equipment              
|Less accumulated depreciation       
|                                    
|Net property and equipment          
|Other assets                        
|                                    
|Total assets                        
|                                    
|                                    
|                                    
|Current liabilities                 
|Other liabilities                   
|                                    
|Total liabilities                   
|Total stockholders' (deficit) equity
|Total liabilities and stockholders' 
|equity (deficit)                    
|                                    
|                                    
|                                    

30





|For the Year Ended November 30, 2002      
|------------------------------------------
|                                          
|(in thousands)                            
|                                          
|                                          
|                                          
|                                          
|                                          
|Net cash provided by                      
|operating activities                      
|                                          
|Cash flows used in investing              
|activities: Capital expenditures          
|Purchase of assets through                
|Acquisition, net of cash acquired         
|Purchase of goodwill                      
|through acquisition                       
|                                          
|                                          
|Net cash used in investing                
|activities                                
|                                          
|Cash flows (used in) provided by          
|financing activities:                     
|Proceeds from bank debt                   
|Proceeds from bank debt for acquisition   
|Principal payments on long term debt      
|Proceeds from sale of common stock through
|Employee Stock Purchase Plan              
|                                          
|                                          
|Net cash (used in) provided               
|by financing activities                   
|                                          
|Net (decrease) increase in                
|cash                                      
|Cash at beginning of year                 
|                                          
|                                          
|Cash at end of year                       
|                                          
|                                          
|                                          

31





|For the Year Ended November 30, 2001      
|------------------------------------------
|                                          
|(in thousands)                            
|                                          
|                                          
|                                          
|                                          
|                                          
|Net cash provided by                      
|operating activities                      
|                                          
|Cash flows used in investing              
|activities: Capital expenditures          
|License-lighting technology               
|Purchase of assets through                
|acquisition                               
|Purchase of goodwill                      
|through acquisition                       
|                                          
|Net cash used in investing                
|activities                                
|                                          
|Cash flows (used in) provided by          
|financing activities:                     
|Proceeds from bank debt                   
|Proceeds from bank debt for acquisition   
|Principal payments on long term debt      
|Proceeds from sale of common stock through
|Employee Stock Purchase Plan              
|                                          
|Net cash (used in) provided               
|by financing activities                   
|                                          
|Net (decrease) increase in                
|cash                                      
|Cash at beginning of year                 
|                                          
|Cash at end of year                       
|                                          
|                                          
|                                          



|For the Year Ended November 30, 2000    
|----------------------------------------
|                                        
|(in thousands)                          
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|Net cash provided by                    
|operating activities                    
|                                        
|Cash flows used in investing activities:
|Capital expenditures                    
|                                        
|Net cash used in investing activities   
|                                        
|Cash flows used in financing activities:
|Proceeds from bank debt                 
|Principal payments of bank debt         
|Principal payments on                   
|long term debt                          
|Other financing activities              
|                                        
|Net cash (used in) provided by          
|financing activities                    
|                                        
|Net (decrease) increase in cash         
|Cash at beginning of year               
|                                        
|Cash at end of year                     
|                                        
|                                        
|                                        

32





Note 15:   Selected Quarterly Financial Data (Unaudited)

A summary of selected quarterly information for 2002 and 2001 is as follows:

|(in thousands except per share amounts)
|---------------------------------------
|                                       
|2002 Quarter Ended                     
|                                       
|Net Sales                              
|Gross Profit                           
|Net (Loss) Income                      
|Available to Common                    
|Shareholders                           
|                                       
|Net (Loss) Income Per                  
|Common Share                           
|(Basic and Diluted)                    
|                                       
|                                       
|                                       



|(in thousands except per share amounts)
|---------------------------------------
|                                       
|2001 Quarter Ended                     
|                                       
|Net Sales                              
|Gross Profit                           
|Net (Loss) Income                      
|Available to Common                    
|Shareholders                           
|                                       
|Net (Loss) Income Per                  
|Common Share                           
|(Basic and Diluted)                    
|                                       
|                                       
|                                       



*Due to rounding differences, the totals for the fiscal years ended November 30, 2002 and 2001 may not equal the sum of the respective items for the four quarters then ended.



None.

PART III







The information required by this Item will be set forth in the Proxy Statement and is incorporated herein by this reference.

33

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Mr. Jaunich is Chairman of the Board and a director of Juno Lighting.  He is also President and Chief Executive Officer of Fremont Investors, a Managing Director of Fremont Partners, a member of FP Advisors, L.L.C. ("FP Advisors") and a Managing Director and a member of the Fremont Group.  Mr. Williamson is a director of Juno Lighting, and is also Vice President and Treasurer of Fremont Investors, a Managing Director of Fremont Partners and a member of FP Advisors.  As a result of the Merger, Fremont Investors obtained control of the Company in June 1999.
Mr. Froy is a partner of the law firm of Sonnenschein Nath & Rosenthal, which provided legal services to the Company in fiscal 2002.  
The Company and Fremont Partners L.L.C., a shareholder of the Company and an affiliate of Fremont Investors, Fremont Partners and FP Advisors (collectively, the "Fremont Entities"), entered into a management services agreement at the effective time of the Merger, pursuant to which agreement Fremont Partners L.L.C. renders certain management services in connection with the Company's business operations, including strategic planning, finance, tax and accounting services.  Juno pays Fremont Partners L.L.C. an annual management fee of $325,000 to render such services.  In addition, the Company engaged Fremont Partners III, LLC, an affiliate of the Fremont Entities, in fiscal 2002 to provide financial advisory services to the Company in connection with a proposed major acquisition, for which the Company paid approximately $337,000.INDEBTEDNESS OF MANAGEMENT
In connection with the purchase by Mr. Bilbrough, Juno's President and Chief Executive Officer, of shares of the Company's common stock, the Company made a loan to him in the principal amount of $199,968.33.  All of the proceeds of this loan were used to pay a portion of the purchase price of the shares.  Subject to certain terms and conditions, Mr. Bilbrough will not owe any interest on this debt on or before May 22, 2010 and will owe 18% per annum thereafter on any remaining balance.  As of November 30, 2002, the outstanding balance of Mr. Bilbrough's debt was $199,968.33.

(a) Under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, the Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), within 90 days of the filing date of this report.  Based on their evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective.

(b) There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above.

34





PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
                 FORM 8-K

|15 | (a) | (1). |  | Financial Statements - Appear as part of Item 8 of this Form 10-K.                                                                                                                                                                                                                                                   
|-- | --- | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |     |      |  | Supplementary Data                                                                                                                                                                                                                                                                                                   
|   |     |      |  | The supplementary data required by Item 302 of Regulation S-K is contained on page 33 of this Annual Report on Form 10-K                                                                                                                                                                                             
|   |     |      |  | Report of Independent Accountants                                                                                                                                                                                                                                                                                    
|   |     |      |  | The Report of the Company's Independent Accountants, PricewaterhouseCoopers LLP, dated January 10, 2003, on the consolidated financial statements as of and for the fiscal years ended November 30, 2002, November 30, 2001, and November 30, 2000, is filed as a part of this Annual Report on Form 10-K on page 14.
|15 | (a) | (2). |  | Financial Statement Schedule:                                                                                                                                                                                                                                                                                        
|   |     |      |  | The following financial statement schedule is submitted in response to this Item 15(a) 2 on page 42 of this Annual Report on Form 10-K.                                                                                                                                                                              
|   |     |      |  | Schedule II - Valuation and Qualifying Accounts and Reserves.                                                                                                                                                                                                                                                        
|   |     |      |  | Report of Independent Accountants Relating to Schedule.                                                                                                                                                                                                                                                              
|   |     |      |  | The Report of the Company's Independent Accountants, PricewaterhouseCoopers LLP, on the financial statement Schedule, insofar as the information therein relates to November 30, 2002 and November 30, 2001 and the fiscal years then ended, is filed as a part of this Annual Report on Form 10-K on page 36.       
|   |     |      |  | Schedules other than those noted above have been omitted because they are either inapplicable or the information is contained elsewhere in the Annual Report.                                                                                                                                                        

35



Report of Independent Accountants on

Financial Statement Schedule



To the Board of Directors

of Juno Lighting, Inc.

Our audits of the consolidated financial statements of Juno Lighting, Inc. referred to in our report dated January 10, 2003, appearing on page 14 of this 2002 Annual Report on Form 10-K, also included an audit of the Financial Statement Schedule listed in Item 15(a)(2).  In our opinion, the Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.



PricewaterhouseCoopers LLP

Chicago, Illinois

January 10, 2003

36







|15 | (a) | (3). | Exhibits            |                                                                                                                                                                                              |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|-- | --- | ---- | ------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   |     |      | (i)                 |                                                                                                                                                                                              |     | The following exhibits are filed herewith:                                                                                                                                                                                                                                                                                                                                                                                              | 
|   |     |      |                     | 11.1                                                                                                                                                                                         |     | Computations of Net Income Per Common Share.                                                                                                                                                                                                                                                                                                                                                                                            | 
|   |     |      |                     | 21.1                                                                                                                                                                                         |     | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                         | 
|   |     |      |                     | 23.1                                                                                                                                                                                         |     | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                                                                                                                  | 
|   |     |      |                     | 99.1                                                                                                                                                                                         |     | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for T. Tracy Bilbrough.                                                                                                                                                                                                                                                                                          | 
|   |     |      |                     | 99.2                                                                                                                                                                                         |     | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for George J. Bilek.                                                                                                                                                                                                                                                                                             | 
|   |     |      | (ii)                |                                                                                                                                                                                              |     | The following exhibits are incorporated herein by reference or have been previously reported:                                                                                                                                                                                                                                                                                                                                           | 
|   |     |      |                     | 2.1                                                                                                                                                                                          |     | Agreement and Plan of Recapitalization and Merger dated as of March 26, 1999 among Fremont Investors I, LLC, Jupiter Acquisition Corp., and Juno Lighting, Inc., filed as Exhibit 2 to the Company's Current Report on Form 8-K (SEC File No. 0-11631) filed with the Securities and Exchange Commission on March 29, 1999.                                                                                                             | 
|   |     |      |                     | 2.2                                                                                                                                                                                          |     | Purchase Agreement dated June 24, 1999 by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc., Banc of America Securities LLC and Credit Suisse First Boston Corporation, filed as Exhibit 1.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.                        | 
|   |     |      |                     | 3.1                                                                                                                                                                                          |     | Amended and Restated Certificate of Incorporation, as amended, of Juno Lighting, Inc. filed as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27,1999.                                                                                                                                                                              | 
|   |     |      |                     | 3.2                                                                                                                                                                                          |     | By-Laws of Juno Lighting, Inc., as amended, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K (SEC File No. 0-11631) for the fiscal year ended November 30, 1987.                                                                                                                                                                                                                                                        | 
|   |     |      |                     | 3.2                                                                                                                                                                                          | (a) | Amendment to By-Laws of Juno Lighting, Inc. filed as Exhibit 3.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 1991.                                                                                                                                                                                                                                                              | 
|   |     |      |                     | 3.3                                                                                                                                                                                          |     | Certificate of Designation of Series B Convertible Preferred Stock of Juno Lighting, Inc. filed as exhibit 3.1 to the Company's Annual Report on Form 10-K (SEC File No. 0-11631) for the fiscal year ended November 30, 2000.                                                                                                                                                                                                          | 
|   |     |      |                     | 4.1                                                                                                                                                                                          |     | Indenture, dated as of June 30, 1999, by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc. and Firstar Bank of Minnesota, N.A., as Trustee for the 11 7/8% Senior Subordinated Notes due 2009, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. | 
|   |     |      |                     | 4.2                                                                                                                                                                                          |     | Registration Rights Agreement, dated as of June 30, 1999, by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc., Banc of America Securities LLC and Credit Suisse First Boston Corporation, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.     | 
|   |     |      |                     | 10.1                                                                                                                                                                                         |     | Juno Lighting, Inc. 1993 Stock Option Plan, as amended, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 1994.                                                                                                                                                                                                                                                 | 
|   |     |      |                     | 10.2                                                                                                                                                                                         |     | Juno Lighting, Inc. 401(k) Plan, Amended and Restated Effective December 1, 1999, executed June 30, 2000, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000.                                                                                                                                                                                               | 
|   |     |      |                     | 10.2                                                                                                                                                                                         | (a) | Juno Lighting, Inc. 401(k) Trust Agreement, effective July 1, 2000, executed June 28, 2000, filed as Exhibit 10.1(a) to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000.                                                                                                                                                                                                          | 
|   |     |      |                     | 10.2                                                                                                                                                                                         | (b) | Amendment to the 401(k) Trust Agreement with Juno Lighting, Inc. effective July 1, 2000, executed June 29, 2000, filed as Exhibit 10.1(b) to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000.                                                                                                                                                                                     | 
|   |     |      |                     | 10.2                                                                                                                                                                                         | (c) | Juno Lighting, Inc. 401(K) Plan, Amended and Restated effective December 1, 1987, executed June 1, 1994.                                                                                                                                                                                                                                                                                                                                | 
|37 |    
|   |     |      |                     | 10.2                                                                                                                                                                                         | (d) | Juno Lighting, Inc. 401(K) Trust, effective December 1, 1985, executed June 1, 1994.                                                                                                                                                                                                                                                                                                                                                    | 
|   |     |      |                     | 10.2                                                                                                                                                                                         | (e) | Amendment to Juno Lighting, Inc. 401(K) Plan, effective September 1, 1994, executed September 12, 1994.                                                                                                                                                                                                                                                                                                                                 | 
|   |     |      |                     | 10.3                                                                                                                                                                                         |     | Management Services Agreement, dated as of June 30, 1999, by and between Juno Lighting, Inc. and Fremont Partners, L.L.C., filed as Exhibit 10.9 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.                                                                                                                                       | 
|   |     |      |                     | 10.4                                                                                                                                                                                         |     | Credit Agreement, dated as of June 29, 1999, by and among Juno Lighting, Inc. and Bank of America, N.A., Credit Suisse First Boston Corporation and certain other lenders party thereto, filed as Exhibit 10.10 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.                                                                        | 
|   |     |      |                     | 10.4                                                                                                                                                                                         | (a) | First Amendment to Credit Agreement, dated as of June 30, 2000 among Juno Lighting, Inc., Bank of America, N.A., Credit Suisse First Boston and certain other lenders party thereto filed as Exhibit 10.2 to the Company's Quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000.                                                                                                                     | 
|   |     |      |                     | 10.4                                                                                                                                                                                         | (b) | Second Amendment to Credit Agreement dated as of August 27, 2001, among Juno Lighting, Inc., Juno Lighting, Ltd., Bank of America, N.A., Credit Suisse First Boston and certain lenders party thereto filed as Exhibit 10.5(b) to the Quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended
August 31, 2001.                                                                                                       | 
|   |     |      |                     | 10.5                                                                                                                                                                                         |     | 1999 Stock Award and Incentive Plan, filed as Annex D to the proxy statement/prospectus that formed a part of the Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on May 28, 1999.                                                                                                                                                                                          | 
|   |     |      |                     | 16.1                                                                                                                                                                                         |     | The information has been previously reported in a Form 8 dated May 21, 1992 filed by the Company with the Securities and Exchange Commission on May 22, 1992(SEC File No. 0-11631).                                                                                                                                                                                                                                                     | 
|15 | (b) |      | Reports on Form 8-K | On October 15, 2002, the Company filed a Form 8-K announcing the submission of certifications under Section 906 of the Sarbanes-Oxley Act of 2002 to the Securities and Exchange Commission. |    

38







|SIGNATURES                                                                                                         
|-------------------------------------------------------------------------------------------------------------------
|Pursuant to the requirements of Section 13 or 15(d) 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 on February 27, 2003.  
|JUNO LIGHTING, INC.                                                                                                
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|                                                                                                                   
|Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the       
|following persons on behalf of the registrant and in the capacities and on the dates indicated.                    
|                                                                                                                   
|Signatures                                                                                                         
|/s/  T. Tracy Bilbrough                                                                                            
|                                                                                                                   
|T. Tracy Bilbrough                                                                                                 
|                                                                                                                   
|                                                                                                                   
|/s/  George J. Bilek                                                                                               
|                                                                                                                   
|George J. Bilek                                                                                                    
|                                                                                                                   
|/s/  Robert Jaunich, II                                                                                            
|                                                                                                                   
|Robert Jaunich, II                                                                                                 
|                                                                                                                   
|/s/  Mark N. Williamson                                                                                            
|                                                                                                                   
|Mark N. Williamson                                                                                                 
|                                                                                                                   
|/s/  Daniel DalleMolle                                                                                             
|                                                                                                                   
|Daniel DalleMolle                                                                                                  
|                                                                                                                   
|/s/  Michael M. Froy                                                                                               
|                                                                                                                   
|Michael M. Froy                                                                                                    

39



CERTIFICATIONS

I, T. Tracy Bilbrough, certify that:
1.   I have reviewed this annual report on Form 10-K of Juno lighting, Inc.;
2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
   a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; 
   b)   evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
   c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 
5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
   a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
   b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.   The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 27, 2003

/s/ T. Tracy BilbroughT. Tracy Bilbrough
Chief Executive Officer

40







CERTIFICATIONS



I, George J. Bilek, certify that:
1.   I have reviewed this annual report on Form 10-K of Juno lighting, Inc.;
2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 
3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
   a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; 
   b)   evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
   c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 
5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
   a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and 
   b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.   The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: February 27, 2003

/s/ George J. BilekGeorge J. Bilek
Vice President, Finance
 (Principal Financial Officer)

41



JUNO LIGHTING, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

(in thousands)



|Column A                         |       |                                          | Column B   |      |   | Column C   |     |    | Column D     |     |   | Column E      |       |     | Column F   | 
|-------------------------------- | ----- | ---------------------------------------- | ---------- | ---- | - | ---------- | --- | -- | ------------ | --- | - | ------------- | ----- | --- | ---------- | 
|                                 |       |                                          |            |      |   |            |     |    |              |     |   |               |       |     |            | 
|                                 |       |                                          | Balance at |      |   | Charged to |     |    |              |     |   | Other charges |       |     | Balance at | 
|                                 |       |                                          | beginning  |      |   | costs and  |     |    | Deductions   |     |   | add (deduct)  |       |     | end of     | 
|Description                      |       |                                          | of period  |      |   | expenses   |     |    | describe (a) |     |   | describe(b)   |       |     | period     | 
|                                 |       |                                          |            |      |   |            |     |    |              |     |   |               |       |     |            | 
|Deducted from assets to          |       |                                          |            |      |   |            |     |    |              |     |   |               |       |    
|which they apply:                |       |                                          |            |      |   |            |     |    |              |     |   |               |       |    
|Allowance for doubtful accounts: |       |                                          |            |      |   |            |     |    |              |     |   |               |       |    
|Year ended                       |       |                                          |            |      |   |            |     |    |              |     |   |               |       |     |           
|November 30, 2002                | $     | 977                                      |            | $    | 4 |            | $   | 55 |              | $   | - |               | $     | 926 |           
|Year ended                       |       |                                          |            |      |   |            |     |    |              |     |   |               |       |    
|November 30, 2001                | 1,151 |                                          |            | 76   |   |            | 251 |    |              | 1   |   |               | 977   |    
|Year ended                       |       |                                          |            |      |   |            |     |    |              |     |   |               |       |    
|November 30, 2000                | 1,382 |                                          |            | (38) |   |            | 191 |    |              | (2) |   |               | 1,151 |    
|                                 |       |                                          |            |      |   |            |     |    |              |     |   |               |       |     |            | 
|NOTE:                            |       |                                          |            |      |   |            |     |    |              |     |   |               |       |     |            | 
|                                 | (a)   | Write off of bad debts, less recoveries. |            |      |   |            |     |    |             
|                                 | (b)   | Foreign currency translation.            |            |      |   |            |     |    |              |     |   |              
|                                 |       |                                          |            |      |   |            |     |    |              |     |   |               |       |     |            | 



42





|                                                             |         |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | EXHIBIT INDEX
|------------------------------------------------------------ | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Exhibit Number                                               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              
|The following exhibits are filed herewith:                   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|                                                             | 11.1    | Computations of Net Income Per Common Share.                                                                                                                                                                                                                                                                                                                                                                                            |  | 45           
|                                                             | 21.1    | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                         |  | 46           
|                                                             | 23.1    | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                                                                                                                  |  | 47           
|                                                             | 99.1    | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for T. Tracy Bilbrough.                                                                                                                                                                                                                                                                                          |  | 48           
|                                                             | 99.2    | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 for George J. Bilek.                                                                                                                                                                                                                                                                                             |  | 49           
|The following exhibits are incorporated herein by reference: |         |                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|                                                             | 2.1     | Agreement and Plan of Recapitalization and Merger dated as of March 26, 1999 among Fremont Investors I, LLC, Jupiter Acquisition Corp., and Juno Lighting, Inc., filed as Exhibit 2 to the Company's Current Report on Form 8-K (SEC File No. 0-11631) filed with the Securities and Exchange Commission on March 29, 1999.                                                                                                             |  |              
|                                                             | 2.2     | Purchase Agreement dated June 24, 1999 by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc., Banc of America Securities LLC and Credit Suisse First Boston Corporation, filed as Exhibit 1.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.                        |  |              
|                                                             | 3.1     | Amended and Restated Certificate of Incorporation, as amended, of Juno Lighting, Inc. filed as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.                                                                                                                                                                             |  |              
|                                                             | 3.2     | By-Laws of Juno Lighting, Inc., as amended, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K (SEC File No. 0-11631) for the fiscal year ended November 30, 1987.                                                                                                                                                                                                                                                        |  |              
|                                                             | 3.2(a)  | Amendment to By-Laws of Juno Lighting, Inc. filed as Exhibit 3.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 1991.                                                                                                                                                                                                                                                              |  |              
|                                                             | 3.3     | Certificate of Designation of Series B Convertible Preferred Stock of Juno Lighting, Inc. filed as exhibit 3.1 to the Company's Annual Report on Form 10-K (SEC File No. 0-11631) for the fiscal year ended November 30,2000.                                                                                                                                                                                                           |  |              
|                                                             | 4.1     | Indenture, dated as of June 30, 1999, by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc. and Firstar Bank of Minnesota, N.A., as Trustee for the 11 7/8% Senior Subordinated Notes due 2009, filed as Exhibit 4.1 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999. |  |              
|                                                             | 4.2     | Registration Rights Agreement, dated as of June 30, 1999, by and among Juno Lighting, Inc., Juno Manufacturing, Inc., Indy Lighting, Inc., Advanced Fiberoptic Technologies, Inc., Banc of America Securities LLC and Credit Suisse First Boston Corporation, filed as Exhibit 4.2 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.     |  |              
|                                                             | 10.1    | Juno Lighting, Inc. 1993 Stock Option Plan, as amended, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 1994.                                                                                                                                                                                                                                                 |  |              
|43                                                          
|                                                             | 10.2    | Juno Lighting, Inc. 401(k) Plan, Amended and Restated effective December 1, 1999, executed June 30, 2000, filed as Exhibit 10.1 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000.                                                                                                                                                                                               |  |              
|                                                             | 10.2(a) | Juno Lighting, Inc. 401(k) Trust Agreement, effective July 1, 2000, executed June 28, 2000, filed as Exhibit 10.1 (a) to the company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000.                                                                                                                                                                                                         |  |              
|                                                             | 10.2(b) | Amendment to the 401(k) Trust Agreement with Juno Lighting, Inc. effective July 1, 2000, executed June 29, 2000, filed as Exhibit 10.1(b) to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000.                                                                                                                                                                                     |  |              
|                                                             | 10.2(c) | Juno Lighting, Inc. 401(K) Plan, Amended and Restated effective December 1, 1987, executed June 1, 1994.                                                                                                                                                                                                                                                                                                                                |  |              
|                                                             | 10.2(d) | Juno Lighting, Inc. 401(K) Trust, effective December 1, 1985, executed June 1, 1994.                                                                                                                                                                                                                                                                                                                                                    |  |              
|                                                             | 10.2(e) | Amendment to Juno Lighting, Inc. 401(K) Plan, effective September 1, 1994, executed September 12, 1994.                                                                                                                                                                                                                                                                                                                                 |  |              
|                                                             | 10.3    | Management Services Agreement, dated as of June 30, 1999, by and between Juno Lighting, Inc. and Fremont Partners, L.L.C., filed as Exhibit 10.9 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.                                                                                                                                       |  |              
|                                                             | 10.4    | Credit Agreement, dated as of June 29, 1999, by and among Juno Lighting, Inc. and Bank of America, N.A., Credit Suisse First Boston Corporation and certain other lenders party thereto, filed as Exhibit 10.10 to the Company's Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on August 27, 1999.                                                                        |  |              
|                                                             | 10.4(a) | First Amendment to Credit Agreement, dated as of June 30, 2000 among Juno Lighting, Inc., Bank of America, N.A., Credit Suisse First Boston and certain other lenders party thereto filed as Exhibit 10.2 to the Company's quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended May 31, 2000.                                                                                                                     |  |              
|                                                             | 10.4(b) | Second Amendment to Credit Agreement, dated as of August 27, 2001, among Juno Lighting, Inc., Juno Lighting, Ltd., Bank of America, N.A., Credit Suisse First Boston and certain other lenders party thereto filed as Exhibit 10.5(b) to the Company's Quarterly report on Form 10-Q (SEC File No. 0-11631) for the quarter ended August 31, 2001.                                                                                      |  |              
|                                                             | 10.5    | 1999 Stock Award and Incentive Plan, filed as Annex D to the proxy statement/prospectus that formed a part of the Registration Statement on Form S-4 (SEC File No. 0-11631) filed with the Securities and Exchange Commission on May 28, 1999.                                                                                                                                                                                          |  |              
|                                                             | 16.1    | The information has been previously reported in a Form 8 dated May 21, 1992 filed by the Company with the Securities and Exchange Commission on May 22, 1992(SEC File No. 0-11631).                                                                                                                                                                                                                                                     |  |              

44





Exhibit 11.1

JUNO LIGHTING, INC. AND SUBSIDIARIES

COMPUTATIONS OF NET INCOME (LOSS) PER COMMON SHARE

|                                                 |  |   |           |   |           |  |   |             | 
|------------------------------------------------ |  | - | --------- | - | --------- |  | - | ----------- | 
|                                                 |  |   | 2002      |   | 2001      |  |   | 2000        | 
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 
|Average number of common shares                  |  |   |           |   |           |  |   |             | 
|outstanding during the year                      |  |   | 2,513,785 |   | 2,481,928 |  |   | 2,426,490   | 
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 
|Common equivalents: Shares issuable under        |  |   |           |   |           |  |   |             | 
|outstanding options                              |  |   | -         |   | -         |  |   | -           | 
|                                                 |  |   |           |   |           |  |   |             | 
|Shares which could have been purchased           |  |   |           |   |           |  |   |             | 
|based on the average market value for the period |  | - |           | - |           |  | - |            
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 
|Shares for the portion of the period that the    |  |   |           |   |           |  |   |             | 
|options were outstanding                         |  |   | -         |   | -         |  |   | -           | 
|                                                 |  |   |           |   |           |  |   |             | 
|Average number of common and common              |  |   |           |   |           |  |   |             | 
|equivalent shares outstanding during the year    |  |   | 2,513,785 |   | 2,481,928 |  |   | 2,426,490   | 
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 
|NET INCOME (LOSS) available                      |  |   |           |   |           |  |   |             | 
|to common shareholders                           |  |   | 1,084,178 |   | (525,900) |  |   | (1,716,819) | 
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 
|NET INCOME (LOSS) PER COMMON                     |  |   |           |   |           |  |   |             | 
|SHARE (Basic and Diluted)                        |  | $ | .43       | $ | (.21)     |  | $ | (.71)       | 
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 
|                                                 |  |   |           |   |           |  |   |             | 

45



Exhibit 21.1



SUBSIDIARIES OF JUNO LIGHTING, INC.

|Name of Subsidiary       |  | State or Jurisdiction of Incorporation | 
|------------------------ |  | -------------------------------------- | 
|                         |  |                                        | 
|Juno Manufacturing, Inc. |  | Illinois                               | 
|Indy Lighting, Inc.      |  | Indiana                                | 
|Juno Lighting, Ltd.      |  | Canada                                 | 
|Alfa Lighting, Inc.      |  | California                             | 

46





Exhibit 23.1

Consent of Independent Accountants

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-93659) of Juno Lighting, Inc. of our report dated January 10, 2003, relating to the financial statements, which appears in the Annual Report, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated January 10, 2003 relating to the Financial Statement Schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Chicago, Illinois
February 27, 2003

47





Exhibit 99.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, T. Tracy Bilbrough, Chief Executive Officer of Juno Lighting, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The annual report on Form 10-K for the year ended November 30, 2002, as filed with the Securities and Exchange Commission on February 27, 2003 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Juno Lighting, Inc. 
Dated: February 27, 2003



/s/ T. TRACY BILBROUGH
T. Tracy Bilbrough
Chief Executive Officer



48





Exhibit 99.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

I, George J. Bilek, Vice President, Finance of Juno Lighting, Inc., certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)  The annual report on Form 10-K for the year ended November 30, 2002, as filed with the Securities and Exchange Commission on February 27, 2003 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Juno Lighting, Inc. 
Dated: February 27, 2003



/s/ GEORGE J. BILEK
George J. Bilek
Vice President, Finance 
(Principal Financial Officer)



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