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, 2003OR                                           
|                               |                                | 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 |                                                                                         



|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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

Yes    No X



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DOCUMENTS INCORPORATED BY REFERENCE

Registrant's Proxy Statement for its 2004 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,  San Francisco, 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, fluorescent and High Intensity Discharge ("HID") 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, track and HID 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, San Francisco and Philadelphia.
The Company's primary means of distribution is through over 1,900 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 for residential, commercial and industrial applications. Major product categories include recessed lighting, track lighting, cabinet/display lighting and HID lighting.  The company believes its innovations in simplifying installation and improving the function of its lighting products has served to increase demand for its products.
The Company markets recessed lighting for residential applications under the Juno, Aculuxand Pro-Vectorbrands and for commercial/institutional applications under the Juno and Indy brands.  Recessed products are also sold under the Lowes Builder's Best brand.  Each recessed fixture is composed of a housing and a separate trim.  Various size and style housings may be fitted with a variety of light sources and trim designs to satisfy different optical and aesthetic requirements for ambient downlighting, wall wash, accent and task lighting. Housing styles are adapted for various construction conditions including insulated ceilings, providing direct downlight in sloped ceilings and to install from below the ceiling in remodel installations.  Insulated ceiling housings are marketed with an Air-Loc feature that restricts the passage of air into and out of a residence through the fixture to minimize energy loss.
The Juno brand is positioned as a high quality, high value line for residential and light commercial applications with an extensive product range.  Pro-Vector and Builder's Best are value offerings with limited product features and scope of line.  The Aculux brand features precision optics and very low brightness apertures to allow more dramatic lighting effects as typically specified by lighting designers for higher-end custom homes.  The Company's Juno and Indy brand commercial recessed fixtures are used most frequently in department and chain stores and offer commercial-grade construction and a wider selection of incandescent, HID and compact fluorescent light sources to provide the higher wattage, energy efficiency and longer lamp life required for these applications.



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The Company offers several track lighting systems under the Trac-Master, Trac-Lites, Trac-12, Flex12and Alfabrands.  These products are used to provide flexible display lighting in retail, exhibit, hospitality and many other commercial and residential applications.  Each system utilizes an electrified channel or rail, called the trac, that can accept a variety of individual fixtures that may be positioned anywhere along its length.  The individual spotlight, flood and decorative pendant fixtures are available in different styles, sizes, finishes and light sources.
The Juno Trac-Master brand offers the most versatile assortment of halogen, compact fluorescent and ceramic metal halide light sources and fixture styles and options required for commercial accent and display lighting.  Trac-Lites is marketed as an economy brand with lighter-duty construction and fewer features, options and unique designs as compared to Trac-Master.  Trac12is a miniature 12-volt trac system that is used in settings where a smaller-scale, less obtrusive trac system is desirable and for concealed linear lighting in undercabinet, casework and coves.  The Flex12 and Alfa brands feature decorative low voltage trac systems including flexible monorails that can be curved into a variety of shapes and a cable system with two parallel small diameter braided steel cables.  Alfa products are characterized by more finely detailed spotlights and pendants in a wider assortment of decorative styles and finishes.  The Alfa line also includes decorative wall sconces and bath bars with designs that coordinate with their track fixtures.  Juno acquired Alfa in October 2002.
The Company sells undercabinet and casework lighting products under the Juno and Danalite brands.  These products compliment the Trac12 system mentioned above, which is also used extensively for these applications.   Juno brand undercabinet products, introduced to the market in 2002, include a full offering of halogen, xenon and fluorescent models with varying features and price points to solve for the most common residential kitchen undercabinet lighting applications.  Danalite brand products are made-to-order custom length linear extruded luminaires that are typically specified for use in more specialized millwork and showcase applications.
HID lighting products are sold under the Acculite brand for commercial and industrial applications.  Indoor lighting products include highbay and lowbay 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.  Acculite products are characterized by high quality construction and superior photometric performance to facilitate lower installation and operating costs.  Juno acquired Acculite in 2001.
In September 2003 the Company announced the launch of Modulight - an innovative fluorescent lighting system.  Modulight system benefits include significant installation cost savings, ease of use, energy cost savings, improved safety and enhanced lighting layout flexibility.  Modulight products began shipping to customers in early 2004.
Additionally during 2003, Juno announced the launch of nine new families of track lighting products targeted at the commercial and residential end markets.  The products - carrying the sub-brands of Avio, Trapezia, Uno/Duo, and Gyrus - include low voltage, line voltage, pendants, and T5HO wall wash executions for a variety of accent and area lighting applications.  The products feature leading edge styling and innovative designs intended to excite the end-markets and enhance Juno's position as a leader in track lighting.
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 who are located in the United States and abroad. 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, Indianapolis, Indiana and Kitchener, Ontario assembly facilities.  However, in October 2003, limited production of fully assembled products was begun in Tijuana, Mexico with respect to several high volume units.
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.  Currently the Company engages subcontractors whose facilities are located in Mexico and China.
The Company spent approximately $6,192,000, $4,840,000, and $4,973,000 on research, development and testing of new products and development of related tooling in fiscal 2003, 2002, and 2001, respectively.



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Sales and Distribution

The Company has relationships with a broad base of over 1,900 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. In some cases, distributors will require that goods be drop shipped directly to the end user.  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.

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 2003.

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, 2003, 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.

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.  The Company makes 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.  The information on the Company's website is not part of this report.

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 located in the Los Angeles, San Francisco, Dallas areas as well as in Kitchener, Ontario for relatively short terms, which have, in the aggregate, approximately 138,000 square feet of floor space.  These warehouse leases call for an aggregate annual rental of approximately $837,000.  The Company's facilities are modern, considered adequate for its business as presently conducted and experience varying levels of utilization.



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None.



The following table gives certain information with respect to the Executive Officers of the Company as of January 31, 2004:

|Name                |  | Age |  | Positions Held                                                             | 
|------------------- |  | --- |  | -------------------------------------------------------------------------- | 
|                    |  |     |  |                                                                            | 
|T. Tracy Bilbrough  |  | 47  |  | President and Chief Executive Officer                                      | 
|Glenn R. Bordfeld   |  | 57  |  | Executive Vice President and Chief Operating Officer                       | 
|George J. Bilek     |  | 49  |  | Executive Vice President, Chief Financial Officer, Secretary and Treasurer | 
|W. Allen Fromm      |  | 57  |  | Executive Vice President, Operations                                       | 
|Daniel S. Macsherry |  | 44  |  | Executive Vice President, Business Development                             | 
|Jacques P. LeFevre  |  | 48  |  | Senior Vice President, Sales                                               | 
|Charles F. Huber    |  | 62  |  | Vice President, Engineering and Special Projects                           | 
|Scott L. Roos       |  | 46  |  | Vice President, Product Management & Development                           | 
|Richard B. Stam     |  | 42  |  | Vice President, Sales                                                      | 

T. Tracy Bilbrough



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Jacques P. LeFevre has been Senior Vice President, Sales since October 2003.  He served as a Vice President from August 1999 until October 2003.  He served as President of Indy Lighting, Inc. (acquired by Juno in 1988) from October 1994 until October 2003.  He was Vice President and General Manager of Indy Lighting from October 1983 to October 1994.  Previously, he was a Certified Public Accountant with Arthur Young & Company for six years.Charles F. Huber has been Vice President, Engineering and Special Projects since July 1999.  He was the Company's Vice President, Corporate Development from December 1992 to July 1999.  From January 1989 to December 1992 he was employed by the Company as the Director of Corporate Development.  From October 1984 to January 1989 he was employed by Reliance Electric, Inc., a manufacturer and distributor of electrical products, as its Vice President and General Manager. 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 2003 |  |       | Fiscal 2002
|-------------- |  | ----------- |  | ----- | -----------
|               |  |             |  |       |            
|               |  |             |  |       |            
|               |  | High        |  | Low   |            
|               |  |             |  |       |            
|First Quarter  |  | 13.79       |  | 9.67  |            
|Second Quarter |  | 13.54       |  | 11.61 |            
|Third Quarter  |  | 14.35       |  | 12.19 |            
|Fourth Quarter |  | 23.25       |  | 12.70 |            



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ITEM 6. SELECTED FINANCIAL DATA

FINANCIAL HIGHLIGHTS

|                                        |          |   |      |          |      |  |          |   |      |         
|--------------------------------------- | -------- | - | ---- | -------- | ---- |  | -------- | - | ---- | --------
|(in thousands except per share amounts) |         
|                                        |          |   |      |          |      |  |          |   |      |         
|Year ended November 30,                 | 2003     |   | 2002 |          | 2001 |  | 2000     |   | 1999 |         
|Net Sales                               | $200,566 |   |      | $181,770 |      |  | $179,947 |   |      | $173,988
|Gross Profit                            | 100,633  |   |      | 90,745   |      |  | 91,144   |   |      | 85,565  
|Net Income                              | 16,931   |   |      | 11,767   |      |  | 9,344    |   |      | 7,381   
|Net Income (Loss) Available to          |          |   |      |          |      |  |          |   |      |         
|Common Shareholders                     | 5,367    |   |      | 1,084    |      |  | (526     | ) |      | (1,717  
|Net Income (Loss)                       |          |   |      |          |      |  |          |   |      |         
|Per Common Share                        |          |   |      |          |      |  |          |   |      |         
|Basic                                   | 2.11     |   |      | .43      |      |  | (.21     | ) |      | (.71    
|Diluted                                 | 2.11     |   |      | .43      |      |  | (.21     | ) |      | (.71    
|Cash Dividends Per Common Share         | -        |   |      | -        |      |  | -        |   |      | -       
|Total Assets                            | 131,964  |   |      | 123,852  |      |  | 119,143  |   |      | 117,434 
|Long - Term Debt                        | 144,734  |   |      | 155,626  |      |  | 167,742  |   |      | 182,665 
|Stockholders' Deficit                   | (55,444  | ) |      | (75,151  | )    |  | (87,550  | ) |      | (96,768 
|Working Capital (1)                     | 28,390   |   |      | 20,878   |      |  | 20,217   |   |      | 30,094  
|Current Ratio (2)                       | 1.7 to 1 |   |      | 1.5 to 1 |      |  | 1.6 to 1 |   |      | 2.0 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.

Summary Of Significant Accounting Policies



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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 (expired April, 2003) and $60,000,000 pay-floating rate swap (expiring July, 2009)), which resulted in net unrealized gains of $422,000 and $418,000 for the years ending November 30, 2003 and 2002 respectively. These derivatives do not qualify for hedge accounting.  Accordingly, the net impact was recorded as other income on the consolidated statements of income for fiscal 2003 and 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. 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.

Contractual Obligations and Commitments

|                  | Payments Due by Period
|----------------- | ----------------------
|                  |                       
|                  |                       
|                  |                       
|                  |                       
|                  |                       
|Borrowings(1)     | $                     
|                  |                       
|Operating lease   |                       
|commitments(2)    |                       
|                  |                       
|                  |                       
|Total Contractual |                       
|Obligations       | $                     
|                  |                       
|                  |                       
|                  |                       

(1)  Liability recorded on the balance sheet. See Note 7 for additional details.
(2)  Commitment not recorded on the balance sheet.  See Note 13 for additional details.



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which, approximately 50% was from the Indy Lighting division and 50% was from price competition in commercial markets.  Sales through Juno's Canadian subsidiary (which includes the Acculite division acquired in August 2001) increased 10.9% to $17,881,000 for the fiscal year ended November 30, 2003 compared to $16,122,000 for the like period in 2002. 
Gross profit expressed as a percentage of sales increased to 50.2% in fiscal 2003 compared to 49.9% in fiscal 2002 due primarily to margin contribution from Alfa Lighting.
Selling, general and administrative expenses increased $7.3 million to $61,031,000 (30.4% of sales) in fiscal 2003 compared to $53,760,000 (29.6% of sales) in fiscal 2002. Of this increase, approximately 30% was due to expenses from the Alfa division, which was acquired in October 2002, approximately 20% was due to the provision for the fiscal 2003 management incentive program, approximately 10% was attributed to sales and administrative salaries, approximately 10% was attributed to expenses associated with developing new channels of distribution, and approximately 10% was attributed to product development expenses with the remainder due primarily to variable expenses.
In addition, operating expenses for fiscal 2002 included $3,050,000 of one-time expenses incurred in connection with a proposed major acquisition that was not consummated.
Interest expense was $15,605,000 for fiscal 2003 compared to $16,907,000 for 2002. This decrease is due to the reduction in debt from $166,357,000 at November 30, 2002 to $153,353,000 at November 30, 2003, reductions in interest rates on the Company's floating rate debt and the net effect of interest rate swaps.
The effective income tax rate for fiscal 2003 was 31.2% compared to 38.4% for fiscal 2002.  This decline was primarily due to the recognition of a one-time tax benefit of $1,300,000 in the third quarter of 2003 as a result of the closing of certain tax years and to a lesser extent effective state tax planning initiatives. Fiscal 2002 Compared to Fiscal 2001. For the fiscal year ended November 30, 2002, net sales increased approximately $1,823,000 or 1.0% to $181,770,000 from $179,947,000 for the like period in 2001 due primarily to new products introduced over the past year and the full year impact of the Acculite product line acquired in August 2001, offset by lower volumes in some of the Company's commercial product lines and selling price pressure. Sales through Juno's Canadian subsidiary (which includes the Acculite division acquired in August 2001) increased 28.5% to $16,122,000 for the fiscal year ended November 30, 2002 compared to $12,548,000 for the like period in 2001.
Gross profit expressed as a percentage of sales decreased to 49.9% in fiscal 2002 compared to 50.7% in fiscal 2001. This decrease was due primarily to unfavorable sales mix and a more competitive selling price environment, which were offset, to some degree, by favorable purchase price variances on the Company's principal raw materials.
Selling, general and administrative expenses expressed as a percentage of sales decreased to 29.6% in fiscal 2002 compared to 31.2% in fiscal 2001.  This decrease of approximately $2,200,000 was due primarily to one-time expenses incurred in 2001of approximately $1,350,000 for a process re-engineering project and approximately $2,000,000 for a non-recurring sales promotion program designed to increase revenue.  The decrease was offset in part by an $828,000 increase in expenses from the Acculite division, which was acquired in August 2001.  The Company also incurred one-time expenses of approximately $3,050,000 in connection with a proposed major acquisition that was not consummated.
Interest expense was $16,907,000 for fiscal 2002 compared to $19,930,000 for 2001. This decrease is due to the reduction in debt from $176,803,000 at November 30, 2001 to $166,357,000 at November 30, 2002, reductions in interest rates on the Company's floating rate debt and the net effect of interest rate swaps.Inflation While management believes it has generally been successful in controlling the prices it pays for materials and passing on increased costs by increasing its prices, no assurances can be given as to the Company's future success in limiting material price increases or that it will be able to fully reflect any material price increases in the prices it charges its customers or fully offset such price increases through improved efficiencies.

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Financial Condition

Fiscal 2003

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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 under the Company's existing Senior Credit Facility with Bank of America, N.A., Credit Suisse First Boston and certain other lenders. The purchase agreement calls for an additional purchase price due at the end of the first twelve and 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.  Information regarding the first resultant payment under the purchase agreement can be found in the above Fiscal 2003 Financial Condition section.
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. 
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.Fiscal 2001 The Company generated positive net cash flow provided by operating activities of $17,993,000 comprised principally of net income, depreciation and amortization, deferred charges, decreases in inventory, and an increase in accrued liabilities, (collectively aggregating $22,883,000), net of a decrease to the allowance for doubtful accounts and accounts payable and increases in accounts receivable, prepaid expenses and other assets, (collectively aggregating $4,890,000).
Net cash used in investing activities amounted to $11,870,000 and was used to finance capital expenditures of $2,796,000, and make payments of $3,220,000 associated with licensing certain intellectual property rights.  In addition, on August 28, 2001 the Company purchased the net assets of Acculite Mfg., Inc. and two of its affiliates, manufacturers and marketers of HID (High Intensity Discharge) lighting fixtures for commercial and industrial use for $5,900,000 in cash.  The acquisition was financed using the Company's existing Revolving Credit Facility.  The purchase agreement calls for an additional payment of up to approximately $1,305,000, 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 $1,889,000 and goodwill of $3,965,000. Information regarding the resultant payment under the purchase agreement can be found in the above Fiscal 2003 Financial Condition section.
The net cash used in financing activities of $9,660,000 consisted primarily of principal payments on the term debt under the Senior Credit Facility of $52,515,000 less proceeds from the $35 million Revolving Credit Facility of $42,700,000.
As of November 30, 2001, the Company had cash of approximately $1.3 million, a $5.3 million balance on the Company's Revolving Credit Facility and total term debt of approximately $171.5 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 was available to finance its working capital and had an outstanding balance on November 30, 2001 of $5.3 million.

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Other Matters

Recently Issued Accounting Standards

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure".  This standard amends the disclosure requirements of FASB Statement No. 123, "Accounting for Stock-Based Compensation," to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  This statement is effective for all interim periods beginning after December 15, 2002. The Company adopted this standard in the second quarter of 2003.

The Company is exposed to market risks arising from changes in interest rates.  As of November 30, 2003, 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, the Company entered into two interest rate swap agreements in fiscal 2001 (notional amounts of $30,000,000 pay-fixed rate swap (expired April, 2003) and $60,000,000 pay-floating rate swap (expiring July, 2009)), which resulted in a net unrealized gain of $422,000 for the year ended November 30, 2003 and a unrealized gain of $418,000 for the year ended November 30, 2002, based on the swaps' estimated market values as of November 30, 2003, and 2002, respectively.  Changes 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.  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 2003 and 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. These derivative instruments will be adjusted to estimated market values quarterly with any adjustment impacting current earnings until their respective maturities.  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.



Page 13



ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

|                                                                                             |  | PAGE 
|-------------------------------------------------------------------------------------------- |  | -----
|                                                                                             |  |      
|Index to Financial Statements                                                                |  |      
|                                                                                             |  |      
|Financial Statements:                                                                        |  |      
|                                                                                             |  |      
|Report of Independent Auditors                                                               |  | 15   
|                                                                                             |  |      
|Consolidated Statements of Income for the three years ended November 30, 2003                |  | 16   
|                                                                                             |  |      
|Consolidated Balance Sheets at November 30, 2003 and 2002                                    |  | 16-17
|                                                                                             |  |      
|Consolidated Statements of Stockholders' Deficit for the three years ended November 30, 2003 |  | 18   
|                                                                                             |  |      
|Consolidated Statements of Cash Flows for the three years ended November 30, 2003            |  | 19   
|                                                                                             |  |      
|Notes to Consolidated Financial Statements                                                   |  | 20-34
|                                                                                             |  |      
|Selected Quarterly Financial Data (Unaudited)                                                |  | 34   
|                                                                                             |  |      
|Financial Statement Schedule:                                                                |  |      
|                                                                                             |  |      
|Valuation and Qualifying Accounts for the three years ended November 30, 2003                |  | 41   





Page 14



Report of Independent Auditors

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, stockholders' deficit and cash flows present fairly, in all material respects, the financial position of Juno Lighting, Inc. and its subsidiaries at November 30, 2003 and 2002, and the results of their



Page 15



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 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 $990   |  
|and $926                                                            |  
|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 $5,728 |  
|and $4,426                                                          |  
|Miscellaneous                                                       |  
|                                                                    |  
|Total other assets                                                  |  
|                                                                    |  
|Total assets                                                        | $
|                                                                    |  
|                                                                    |  
|                                                                    |  
|                                                                    |  











Page 16





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 2,582,939 and 2,529,534                    |  
|Paid-in capital                                   |  
|Accumulated other comprehensive income (loss)     |  
|Shareholder note receivable                       |  
|Accumulated deficit                               |  
|                                                  |  
|Total stockholders' deficit                       |  
|                                                  |  
|Total liabilities and stockholders' equity        | $
|                                                  |  
|                                                  |  
|                                                  |  





Page 17





CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

|(in thousands)                              
|--------------------------------------------
|                                            
|Years ended November 30, 2001, 2002 and 2003
|                                            
|                                            
|A and B                                     
|                                            
|$.001 PAR                                   
|                                            
|                                            
|                                            
|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                  
|                                            
|                                            
|Comprehensive income:                       
|Net income for 2003                         
|Gain on foreign currency translation        
|                                            
|Comprehensive income                        
|                                            
|Purchase of common stock and exercise of    
|stock options                               
|Preferred stock dividend                    
|                                            
|Balance, November 30, 2003                  
|                                            
|                                            
|                                            







Page 18



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         
|Increase(decrease) in allowance for doubtful accounts
|Deferred income taxes                                
|Deferred compensation                                
|Changes in operating assets and liabilities:         
|(Increase) in accounts receivable                    
|Decrease in inventories                              
|(Increase) in prepaid expenses                       
|(Increase) decrease in other assets                  
|Increase (decrease) in accounts payable              
|Increase (decrease) 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              
|Proceeds from exercise of stock options              
|                                                     
|Net cash used in financing activities                
|                                                     
|Net increase (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                                         
|                                                     
|                                                     
|                                                     









Page 19



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.  All shipments are FOB shipping point.  A contemporaneous generation of invoices set up the fixed and determinable price.  Freight billed to our customers is not considered material and has been netted against selling expense.  Shipping and handling costs are included in Selling, General and Administrative costs on the income statement.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 2003, 2002, and 2001 amounted to approximately $4,454,000, $4,483,000, and $4,462,000 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, 2003. Furthermore, the Company has not amortized any of its goodwill for the year ended November 30, 2003.  Had SFAS 142 been in effect for fiscal 2001, the net income (loss) attributable to common shareholders and earnings per share attributable to common shareholders for the three years ending November 30, 2003 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. The Company has recognized a one-time tax benefit of $1,300,000 during the third quarter as a result of the closing of certain tax years.





Page 20





Research and DevelopmentThe Company spent approximately $6,192,000, $4,840,000 and $4,973,000 on research, development and testing of new products and development of related tooling in fiscal 2003, 2002 and 2001, respectively.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 below:
Pro forma information regarding net income and earnings per share is required by SFAS 123 for stock-based awards granted after November 30, 1995, as if the Company had accounted for its stock-based awards under the fair value method of SFAS 123. The fair value of the Company's stock-based awards was estimated as of the date of grant using the Black-Scholes option pricing model.
The weighted average estimated grant date fair value, as defined by SFAS 123, for options granted to employees during fiscal 2003, 2002 and 2001 was $3.38, $1.86 and  $1.03 per share, respectively, under the Company's Stock Option Plan and $2.78, $3.26 and  $2.84, respectively, under the Company's Stock Purchase Plan. The fair value of the Company's stock-based awards was estimated assuming the following weighted average assumptions:

|                         |  |       |   |      |       |      | 
|------------------------ |  | ----- | - | ---- | ----- | ---- | 
|                         |  | 2003  |   | 2002 |       | 2001 | 
|                         |  |       |   |      |       |      | 
|Expected life (in years) |  | 8     |   |      | 8     |      | 
|Expected volatility      |  | 35.65 | % |      | 34.35 | %    | 
|Dividend yield           |  | 0.00  | % |      | 0.00  | %    | 
|Risk free interest rate  |  | 3.34  | % |      | 4.36  | %    | 
|                         |  |       |   |      |       |      | 

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, 2003, 2002 and 2001:

|(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)                              
|                                               



Page 21





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 (expired April, 2003) and $60,000,000 pay-floating rate swap (expiring July, 2009)), which resulted in a net unrealized gain of $422,000 for the year ended November 30, 2003 and a unrealized gain of $418,000 for the year ended November 30, 2002, based on the swaps' estimated market values as of November 30, 2003, and 2002, 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 2003 and 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.  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 December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure".  This standard amends the disclosure requirements of FASB Statement No. 123, "Accounting for Stock-Based Compensation," to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.  This statement is effective for all interim periods beginning after December 15, 2002. The Company adopted this standard in the second quarter of 2003.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.Note 3: AcquisitionIn 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 twelve and twenty-four months after the acquisition date if the objectives are met. The payment made under the purchase agreement in fiscal 2003 was approximately $2,100,000. 
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           | $
|                              |  
|                              |  
|                              |  



Page 22



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                    
|                         
|                         
|                         



Page 23



Note 7: 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 2.25%                                                     
|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 $617 and $694 in 2003 and 2002, 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, 2003, the nominal interest rates for Term Loan A and Term Loan B were 3.37% and 4.12%, 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.  Amounts outstanding under the Revolving Credit Facility at November 30, 2003 and November 30, 2002 were $5,700,000 and $6,050,000 respectively.  At November 30, 2003, the nominal interest rate for borrowing on the Revolving Credit Facility was 4.5%.  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 three years are as follows: 2004 - $2,919,000; 2005 - $3,605,000; 2006 - $16,746,000.

Page 24





|(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                    
|Prepaid promotional expenses                
|Interest rate swap                          
|                                            
|Net current deferred tax assets             
|                                            
|Depreciation                                
|Amortization of swap gain                   
|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,                                             |  | 2003 |   | 2002 |      | 2001 | 
|                                                         |  |      |   |      |      |      | 
|Income taxes at statutory rate                           |  | 35.0 | % |      | 35.0 | %    | 
|State and local taxes, net of federal income tax benefit |  | 1.7  |   |      | 2.7  |      | 
|Other                                                    |  | (.2  | ) |      | .7   |      | 
|                                                         |  |      |   |      |      |      | 
|Subtotal effective income tax rate                       |  | 36.5 |   |      | 38.4 |      | 
|Prior year tax benefit recognized                        |  | (5.3 | ) |      | -    |      | 
|                                                         |  |      |   |      |      |      | 
|Effective tax rate                                       |  | 31.2 | % |      | 38.4 | %    | 
|                                                         |  |      |   |      |      |      | 
|                                                         |  |      |   |      |      |      | 
|                                                         |  |      |   |      |      |      | 

The decrease in the effective income tax rate for fiscal 2003 was primarily due to the recognition of a one-time tax benefit of $1,300,000 in the third quarter of 2003 as a result of the closing of certain tax years and to a lesser extent effective state tax planning initiatives.

Page 25



Note 9: 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, 2003, remaining options outstanding under the 1993 Plan totaled 138,400. On December 2, 2003 the 1993 Plan expired and no further options were available for issuance. 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, 2003, a total of 33,695 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 238,212 remain available for issuance as of November 30, 2003. Under this stock purchase plan, 30,305 shares of common stock were issued at $8.08 per share in fiscal 2003.
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        |  
|Options Granted              |  |                     |  | 34,100           |  
|Options Exercised            |  |                     |  | (23,100          | )
|Options Canceled             |  |                     |  | (11,700          | )
|                             |  |                     |  |                  |  
|Balance at November 30, 2003 |  |                     |  | 1,044,705        |  
|                             |  |                     |  |                  |  
|                             |  |                     |  |                  |  
|                             |  |                     |  |                  |  



Page 26



A summary of outstanding and exercisable stock options as of November 30, 2003, 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 |           |   |                     | 66,100  |                     | 2  
|$               | 15.38 |           |   |                     | 7,300   |                     | 3.1
|$               | 16.69 | -         | $ | 18.50               |         | 26,000              |    
|$               | 19.63 | -         | $ | 22.19               |         | 39,000              |    
|$               | 25.00 |           |   |                     | 906,305 |                     | 6.6
|                |       |           |   |                     |         |                     |    
|                |       |           |   | 1,044,705           |         | 5.9                 |    
|                |       |           |   |                     |         |                     |    
|                |       |           |   |                     |         |                     |    
|                |       |           |   |                     |         |                     |    

Pro forma information regarding net income and earnings per share is required by SFAS 123 for stock-based awards granted after November 30, 1995, as if the Company had accounted for its stock-based awards under the fair value method of SFAS 123. The fair value of the Company's stock-based awards was estimated as of the date of grant using the Black-Scholes option pricing model.
The weighted average estimated grant date fair value, as defined by SFAS 123, for options granted to employees during fiscal 2003, 2002 and 2001 was $3.38, $1.86 and  $1.03 per share, respectively, under the Company's Stock Option Plan and $2.78, $3.26 and  $2.84, respectively, under the Company's Stock Purchase Plan. The fair value of the Company's stock-based awards was estimated assuming the following weighted average assumptions:

|                         |  |       |   |      |       |      | 
|------------------------ |  | ----- | - | ---- | ----- | ---- | 
|                         |  | 2003  |   | 2002 |       | 2001 | 
|                         |  |       |   |      |       |      | 
|Expected life (in years) |  | 8     |   |      | 8     |      | 
|Expected volatility      |  | 35.65 | % |      | 34.35 | %    | 
|Dividend yield           |  | 0.00  | % |      | 0.00  | %    | 
|Risk free interest rate  |  | 3.34  | % |      | 4.36  | %    | 
|                         |  |       |   |      |       |      | 

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, 2003, 2002 and 2001:

|(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)                              
|                                               



Page 27





Note 10: 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 $730,000, $669,000 and $257,000 in 2003, 2002, and 2001 respectively.  In addition, the Company may make additional contributions at the discretion of the Board of Directors.  The Board authorized an additional contribution of $576,000 for fiscal 2003, $531,000 for fiscal 2002 and $860,000 for fiscal 2001.

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 may, at any time after the ninth anniversary of the original issuance date, redeem the shares of Series A Preferred Stock at stated value, plus accrued but unpaid dividends.  The Company may, at any time after the eighth anniversary of the original issuance date, redeem the shares of the Series B Preferred Stock at stated value, plus accrued but unpaid dividends.  These redemptions are completely within the control of the Company and not at the option of the holders.

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                   | 
|                        | 
|                        | 
|                        | 



Page 28





Note 13:Commitments and Contingencies

Total minimum rentals under noncancelable operating leases for distribution warehouse space and equipment at November 30, 2003 are as follows:

|             | (in thousands)
|------------ | --------------
|             |               
|November 30, |               
|             |               
|2004         |               
|2005         |               
|2006         |               
|2007         |               
|2008         |               
|             |               
|Total        |               
|             |               
|             |               
|             |               

Total rent expense charged to operations amounted to approximately $1,308,000 $1,190,000, and $991,000 for the years ended November 30, 2003, 2002 and 2001, 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 $647,770, $720,880 and $412,069 for legal services provided to the Company for the fiscal years ended November 30, 2003, 2002 and 2001 respectively. 
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.

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, 2003
|------------------------------------
|                                    
|(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                        
|                                    
|                                    
|                                    



Page 29







|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                        
|                                    
|                                    
|                                    



|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                 
|                                    
|                                    
|                                    



Page 30







|November 30, 2003                  
|-----------------------------------
|                                   
|(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'
|(deficit) equity                   
|                                   
|                                   
|                                   



|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)                   
|                                   
|                                   
|                                   



Page 31









|For the Year Ended November 30, 2003      
|------------------------------------------
|                                          
|(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) provided by          
|financing activities:                     
|Proceeds from bank debt                   
|Principal payments on long term debt      
|Proceeds from exercise of stock option    
|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, 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                       
|                                          
|                                          
|                                          



Page 32







|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                       
|                                          
|                                          
|                                          





Page 33





A summary of selected quarterly information for 2003 and 2002 is as follows:

|(in thousands except per share amounts)
|---------------------------------------
|                                       
|2003 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)
|---------------------------------------
|                                       
|2002 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, 2003 and 2002 may not equal the sum of the respective items for the four quarters then ended.

Return to IndexITEM 9.CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE

None.

(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.



Page 34





PART III





We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K.  This Code of Ethics applies to our principal executive officer, principal financial officer and principal accounting officer.  This Code of Ethics is publicly available on our website at www.junolighting.com. If we make substantive amendments to this Code of Ethics or grant any waiver, including any implicit waiver, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K within five days of such amendment or waiver.



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

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, LLP which provided legal services to the Company in fiscal 2003.  
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.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, 2003, the outstanding balance of Mr. Bilbrough's debt was $199,968.33.

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

Page 35





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 34 of this Annual Report on Form 10-K                                                                                                                                                                                         
|   |     |      |  | Report of Independent Auditors.                                                                                                                                                                                                                                                                                  
|   |     |      |  | The Report of the Company's Independent Auditors, PricewaterhouseCoopers LLP, dated January 9, 2004, on the consolidated financial statements as of and for the fiscal years ended November 30, 2003, November 30, 2002, and November 30, 2001, is filed as a part of this Annual Report on Form 10-K on page 15.
|15 | (a) | (2). |  | Financial Statement Schedule:                                                                                                                                                                                                                                                                                    
|   |     |      |  | The following financial statement schedule is submitted in response to this Item 15(a) 2 on page 41 of this Annual Report on Form 10-K.                                                                                                                                                                          
|   |     |      |  | Schedule II - Valuation and Qualifying Accounts and Reserves.                                                                                                                                                                                                                                                    
|   |     |      |  | Report of Independent Auditors Relating to Schedule.                                                                                                                                                                                                                                                             
|   |     |      |  | The Report of the Company's Independent Auditors, PricewaterhouseCoopers LLP, on the financial statement Schedule, insofar as the information therein relates to November 30, 2003 and November 30, 2002 and the fiscal years then ended, is filed as a part of this Annual Report on Form 10-K on page 37.      
|   |     |      |  | Schedules other than those noted above have been omitted because they are either inapplicable or the information is contained elsewhere in the Annual Report.                                                                                                                                                    



Page 36



Report of Independent Auditors on

Financial Statement Schedule

To the Board of Directors 
 of Juno Lighting, Inc.
Our audits of the consolidated financial statements referred to in our report dated January 9, 2004, appearing in the 2003 Annual Report to Shareholders of Juno Lighting, Inc. (which report and consolidated financial statements are incorporated in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K.  In our opinion, this 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 9, 2004



Page 37







|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.                                                                                                                                                                                                                                                                                                                                                                                                  | 
|   |     |      |                     | 31.1                                                                                                                                                                                         |     | Rule 13a-14(a) certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                 | 
|   |     |      |                     | 31.2                                                                                                                                                                                         |     | Rule 13a-14(a) certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                 | 
|   |     |      |                     | 32.1                                                                                                                                                                                         |     | 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.                                                                                                                                                                                                                                                                                          | 
|   |     |      |                     | 32.2                                                                                                                                                                                         |     | 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.

Page 38                                                                                                                                                                            | 
|   |     |      |                     | 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 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.                                                                                                                                                                                          | 
|   |     |      |                     | 10.6                                                                                                                                                                                         |     | Juno Lighting, Inc. 2003 Incentive Plan, attached as Annex A to the proxy statement on Schedule 14A (SEC File No. 000-11631) filed with the Securities and Exchange Commission on May 13, 2003.                                                                                                                                                                                                                                         | 
|   |     |      |                     | 10.7                                                                                                                                                                                         |     | Juno Lighting, Inc. 1996 Employee Stock Purchase Plan, attached as Annex B to the proxy statement on schedule 14A (SEC File No. 000-11631) filed with the Securities and Exchange Commission on April 23, 2002.                                                                                                                                                                                                                         | 
|   |     |      |                     | 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. |    



Page 39





|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 25, 2004.  
|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                                                                                                    
|                                                                                                                   
|/s/  Edward LeBlanc                                                                                                
|                                                                                                                   
|Edward LeBlanc                                                                                                     
|                                                                                                                   





Page 40



JUNO LIGHTING, INC. AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS



|(in thousands)                  
|--------------------------------
|Column A                        
|                                
|                                
|                                
|Description                     
|                                
|Deducted from assets to         
|which they apply:               
|Allowance for doubtful accounts:
|Year ended                      
|November 30, 2003               
|Year ended                      
|November 30, 2002               
|Year ended                      
|November 30, 2001               
|                                
|NOTE:                           
|                                
|                                
|                                



|(in thousands)           
|-------------------------
|Column A                 
|                         
|                         
|                         
|Description              
|                         
|Deducted from assets to  
|which they apply:        
|Reserve for Obsolescence:
|Year ended               
|November 30, 2003        
|Year ended               
|November 30, 2002        
|Year ended               
|November 30, 2001        
|                         
|NOTE:                    
|                         
|                         
|                         



Page 41





|                                                             |         |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | EXHIBIT INDEX
|------------------------------------------------------------ | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------
|Exhibit Number                                               |         |                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |              
|The following exhibits are filed herewith:                   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|                                                             | 11.1    | Computations of Net Income Per Common Share.                                                                                                                                                                                                                                                                                                                                                                                            |  | 44           
|                                                             | 21.1    | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                         |  | 45           
|                                                             | 23.1    | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                                                                                                                                                  |  | 46           
|                                                             | 31.1    | Rule 13a-14(a) certification of Chief Executive Officer                                                                                                                                                                                                                                                                                                                                                                                 |  | 47           
|                                                             | 31.2    | Rule 13a-14(a) certification of Chief Financial Officer                                                                                                                                                                                                                                                                                                                                                                                 |  | 48           
|                                                             | 32.1    | 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.                                                                                                                                                                                                                                                                                          |  | 49           
|                                                             | 32.2    | 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.                                                                                                                                                                                                                                                                                             |  | 50           
|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.
Page 42                                                                                                                                                                                                                                         |  |              
|                                                             | 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.                                                                                                                                                                                          |  |              
|                                                             | 10.6    | Juno Lighting, Inc. 2003 Incentive Plan, attached as Annex A to the proxy statement on Schedule 14A (SEC File No. 000-11631) filed with the Securities and Exchange Commission on May 13, 2003.                                                                                                                                                                                                                                         |  |              
|                                                             | 10.7    | Juno Lighting, Inc. 1996 Employee Stock Purchase Plan, attached as Annex B to the proxy statement on schedule 14A (SEC File No. 000-11631) filed with the Securities and Exchange Commission on April 23, 2002.                                                                                                                                                                                                                         |  |              
|                                                             | 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).
Page 43                                                                                                                                                                                                                                             |  |              

Exhibit 11.1

JUNO LIGHTING, INC. AND SUBSIDIARIES

COMPUTATIONS OF NET INCOME (LOSS) PER COMMON SHARE

|                                                 |  |   |           |   |           |  |   |           | 
|------------------------------------------------ |  | - | --------- | - | --------- |  | - | --------- | 
|                                                 |  |   | 2003      |   | 2002      |  |   | 2001      | 
|                                                 |  |   |           |   |           |  |   |           | 
|                                                 |  |   |           |   |           |  |   |           | 
|Average number of common shares                  |  |   |           |   |           |  |   |           | 
|outstanding during the year                      |  |   | 2,545,298 |   | 2,513,785 |  |   | 2,481,928 | 
|                                                 |  |   |           |   |           |  |   |           | 
|                                                 |  |   |           |   |           |  |   |           | 
|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    |  |   | 2,545,298 |   | 2,513,785 |  |   | 2,481,928 | 
|                                                 |  |   |           |   |           |  |   |           | 
|                                                 |  |   |           |   |           |  |   |           | 
|                                                 |  |   |           |   |           |  |   |           | 
|NET INCOME (LOSS) available                      |  |   |           |   |           |  |   |           | 
|to common shareholders                           |  | $ | 5,367,221 | $ | 1,084,178 |  | $ | (525,900) | 
|                                                 |  |   |           |   |           |  |   |           | 
|                                                 |  |   |           |   |           |  |   |           | 
|                                                 |  |   |           |   |           |  |   |           | 
|NET INCOME (LOSS) PER COMMON                     |  |   |           |   |           |  |   |           | 
|SHARE (Basic and Diluted)                        |  | $ | 2.11      | $ | .43       |  | $ | (.21)     | 
|                                                 |  |   |           |   |           |  |   |           | 
|                                                 |  |   |           |   |           |  |   |           | 
|                                                 |  |   |           |   |           |  |   |           | 





Page 44



Exhibit 21.1



SUBSIDIARIES OF JUNO LIGHTING, INC.

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





Page 45





Exhibit 23.1

Consent of Independent Auditors

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 9, 2004 relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K.  We also consent to the incorporation by reference of our report dated January 9, 2004 relating to the financial statement schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Chicago, Illinois
February 25, 2004





Page 46





Exhibit 31.1

CERTIFICATION

I, T. Tracy Bilbrough, certify that:
1.   I have reviewed this annual report on Form 10-K of Juno Lighting, Inc., a Delaware corporation;
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 officers 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 we 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered in this report based on such evaluation;
and
   c)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect , the registrant's internal control over financial reporting; and 
5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 
and
   b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: February 25, 2004



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





Page 47







Exhibit 31.2

CERTIFICATION

I, George J. Bilek, certify that:
1.   I have reviewed this annual report on Form 10-K of Juno Lighting, Inc., a Delaware corporation;
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 officers 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 we 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 and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered in this report based on such evaluation;
and
   c)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect , the registrant's internal control over financial reporting; and 
5.   The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; 
and
   b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: February 25, 2004



/s/ GEORGE J. BILEK
George J. Bilek
Executive Vice President,
Chief Financial Officer





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Exhibit 32.1

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, 2003, as filed with the Securities and Exchange Commission on February 25, 2004 (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 25, 2004

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







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Exhibit 32.2

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, 2003, as filed with the Securities and Exchange Commission on February 25, 2004 (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 25, 2004



/s/ GEORGE J. BILEK
George J. Bilek
Executive Vice President,
Chief Financial Officer



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