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.

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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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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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 ren ovations or store expansions.

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, Aculux and Pro-Vector brands 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, Flex12 and Alfa brands. 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. Trac12 is 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.

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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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.

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:

T. Tracy Bilbrough has served as Chief Executive Officer and director since May 2000. From September 1997 to May 2000 he was President - Commercial Division of Thomas & Betts Corporation, a manufacturer of electrical and electronic components. From October 1995 to September 1997 he was President - Eastern Hemisphere of Black & Decker Corporation, a manufacturer of power tools, plumbing fixtures and various other hardware products and accessories.

Glenn R. Bordfeld has been Executive Vice President and Chief Operating Officer since October 2003. From May 2000 to October 2003 he was Executive Vice President, Chief Operating Officer and President, Juno Lighting Division. From July 1999 until May 2000 served as a Director. From January 1999 to May 2000 he was President and Chief Operating Officer of the Company. He was the Company's Vice President, Sales from July 1991 to January 1999. Previously, he was employed by the Company as its National Sales Manager from November 1988 to July 1991; its Assistant Sales Manager from November 1985 to November 1988 and its Advertising Manager from November 1982 to November 1985.

George J. Bilek has been Executive Vice President, Chief Financial Officer, Treasurer and Secretary since October 2003. He served as Vice President, Finance and Treasurer from April 1990 until October 2003. He was appointed Secretary as of March 2001. He was employed by the Company as its Comptroller from September 1985 to April 1990.

W. Allen Fromm has been Executive Vice President, Operations since October 2003. He was Vice President, Purchasing from April 2001 until October 2003. From 1996 through 2001, he was Global Commodity Director for Black & Decker Corporation. Prior to 1996 he held various roles of increasing responsibility in marketing and global product development for Black & Decker and DeWalt Professional Power Tools, a division of Black & Decker.

Daniel S. Macsherry has been Executive Vice President, Business Development since October 2003. He was Vice President, Business Development from October 2000 until October 2003. From December 1998 to September 2000 he was Director of Finance for Stanley Fastening Systems, a division of the Stanley Works and a manufacturer of pneumatic tools and accessories. He was the Director of Business Planning and Analysis at DeWalt Professional Power Tools, a division of Black & Decker Corporation, from 1996 to 1998. From 1983 through 1995 he held various financial roles of increasing responsibility supporting operations at Black & Decker.

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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.

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Derivative Instruments
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. 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 rate s 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.

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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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Fiscal 2003 The Company generated positive net cash flow provided by operating activities of $16,070,000 comprised principally of net income, depreciation and amortization, deferred charges, decreases in inventories and increases in the allowance for doubtful accounts, accounts payable and accrued liabilities, (collectively aggregating $26,077,000), net of unrealized gain on interest rate swap, and increases in accounts receivable, prepaid expenses and other assets, (collectively aggregating $10,007,000).

Accounts receivable increased $6,646,000 or 20.6% due partly to strong year-end sales as well as to an increased number of customers (associated with large marketing groups) that are subject to extended payment terms. Prepaid expenses and miscellaneous increased $679,000 or 14.3% due primarily to the cost of promotional materials for new product introductions as well as the cost of product displays associated with new channels of distribution. Goodwill increased $3,483,000 or 29.6% due primarily to contingent consideration payments made relating to the acquisitions of Acculite and Alfa Lighting and to a lesser extent due to favorable exchange rates. Payments made in 2003 under the Acculite and Alfa Lighting acquisition purchase agreements were approximately $340,000 and $2,100,000 respectively. Accounts payable increased $1,298,000 or 11.8% due primarily to the timing of year-end disbursements.

Net cash used in investing activities amounted to $3,178,000 comprised of capital expenditures for fiscal 2003.

The net cash used in financing activities of $12,411,000 consisted primarily of principal payments on the term debt under the senior credit facility (the Senior Credit Facility") of $84,630,000 less proceeds from its revolving credit facility (the "Revolving Credit Facility") of $71,550,000.

Prior to the June 30, 1999 merger of Jupiter Acquisition Corp., a Delaware company and wholly-owned subsidiary of Fremont Investors I, LLC, with and into the Company (the "Merger"), the Company historically had funded its operations principally from cash generated from operations and available cash. The Company incurred substantial indebtedness in connection with the Merger. The Company's liquidity needs are expected to arise primarily from operating activities and servicing indebtedness incurred in connection with the Merger.

Principal and interest payments under the Senior Credit Facility and the $125 million principal amount of 11-7/8% senior subordinated notes due July 1, 2009 issued by the Company (the "Subordinated Debt" or "Notes"), both entered into in connection with the Merger, represent significant liquidity requirements for the Company. As of November 30, 2003, the Company had cash of approximately $1.7 million, a $5.7 million balance on the Company's Revolving Credit Facility and total term debt of approximately $147.7 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, 2003 of $5.7 million. The Company's principal source of cash to fund its liquidity needs will be net cash from operating activities and borrowings under the Revolving Credit Facility.

The Company has 1,060,000 shares of Series A preferred stock and 3,500 of Series B preferred stock outstanding. Holders of the preferred stock are entitled to receive cumulative quarterly dividends, whether or not declared by the Company's board of directors, in an amount equal to the greater of (1) 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%. Until June 30, 2004, with respect to the Series A preferred stock and November 30, 2005, with respect to the Series B preferred stock, such dividends are payable by an increase in the stated amount of such stock. After such dates such dividends are required to 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; entitles the holder to one vote for each whole share of common stock that would be issuable to such holder upon the conversion; and provides the holder with preferences 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 believes these sources will be adequate to meet its anticipated future requirements for working capital, capital expenditures, and scheduled payments of principal and interest on its existing indebtedness for at least the next 12 months. However, the Company may not generate sufficient cash flow from operations or have future working capital borrowings available in an amount sufficient to enable it to service its indebtedness, including the Notes, or to make necessary capital expenditures.

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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. A ccordingly, 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.

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