GLYT Genlyte Grp. (MM)

Selected Public Companies

---

(1)

Results excluded the three highest and lowest premiums at each measurement point.



(2)

Results excluded the highest and lowest premiums at each measurement point.

        This analysis led Sagent to an equity value reference range for Genlyte of $67.85 to $92.52, based on premiums paid of 10%-50% above closing common stock prices one-day prior to the announcement of the Selected Transactions Since 2006, $64.99 to $88.62, based on premiums paid of 10%-50% above closing common stock prices four-weeks prior to announcement of Selected Transactions Since 2006, $67.85 to $86.35, based on premiums paid of 10%-40% above closing common stock prices one-day prior to announcement of the Selected Industrial Transactions and $64.99 to $82.71, based on premiums paid of 10%-40% above closing common stock prices four-weeks prior to announcement of the Selected Industrial Transactions.

(d)   Discounted Cash Flow Analysis

        Sagent performed a discounted cash flow analysis to calculate the estimated present value of the stand-alone unlevered, after-tax free cash flows that Genlyte could generate over the period from the fiscal year ending December 31, 2008 through the fiscal year ending December 31, 2012 based on estimates of Genlyte's management, and provided to Sagent, following discussions with management of Genlyte as to Genlyte's projected future financial performance. Sagent calculated a range of terminal values for Genlyte by applying an EBITDA exit multiple of 7.0x to 9.0x Genlyte's fiscal year ending December 31, 2012 EBITDA. The cash flows and terminal values were then discounted to present value using discount rates ranging from 10.0% to 11.0%, based on Sagent's estimate of the lighting and electrical products industry's weighted average cost of capital.

        This analysis led Sagent to an equity value reference range for Genlyte of $83.13 to $106.03 per share.

22

(e)   Miscellaneous

        Under the terms of Sagent's engagement, Genlyte agreed to pay to Sagent certain fees for its services, some of which were payable in connection with rendering its fairness opinion and a significant portion of which is contingent upon the completion of the Offer. The fees payable upon rendering of the fairness opinion aggregated $2.0 million. Upon the consummation of the Offer, an additional amount will be due and payable to Sagent equal to approximately $6.9 million. In addition, Genlyte agreed to reimburse Sagent for certain of its reasonable expenses, including certain fees and disbursements of its counsel, and to indemnify Sagent against liabilities relating to or arising out of its engagement as Genlyte's financial advisor.

        Sagent has performed investment banking services for Genlyte in the past, including acting as financial advisor to Genlyte in connection with its acquisitions of JJI Lighting Group, Inc. in May 2006 and the Strand Theatrical Lighting Business in July 2006, and has been compensated for such services. In addition, a managing director of Sagent's Genlyte client team owns approximately one-third of one percent of outstanding Shares, and has owned such Shares for more than five years.

        The Genlyte Board selected Sagent as its financial advisor in connection with the Offer and Merger because the principals and other professionals of Sagent have substantial experience in similar transactions. Sagent, as part of its investment banking services, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

Opinion of J.P. Morgan Securities Inc.

        Pursuant to an engagement letter dated August 2, 2007, as amended on October 1, 2007, Genlyte retained JPMorgan as a financial advisor in connection with the transactions contemplated by the Merger Agreement.

        At the meeting of the Genlyte Board held on November 25, 2007, JPMorgan rendered its oral opinion, subsequently confirmed in writing, to the Genlyte Board that, as of such date and based upon and subject to the factors, limitations and assumptions set forth in its opinion, the consideration to be received by holders of Shares in the Offer and the Merger was fair from a financial point of view to such holders.

         The full text of the written opinion of JPMorgan, dated November 25, 2007, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with its opinion, is included as Annex III to this Statement and is incorporated herein by reference. Holders of Shares are urged to read the opinion in its entirety. JPMorgan provided its opinion to the Genlyte Board in connection with and for purposes of Genlyte's evaluation of the transactions contemplated by the Merger Agreement. JPMorgan's opinion does not constitute a recommendation to any holder of Shares as to whether such stockholder should tender Shares in the Offer or how such stockholder should vote with respect to any matter. JPMorgan's opinion did not address, in the case of the Merger, the Excluded Shares. The summary of the opinion of JPMorgan set forth in this document is qualified in its entirety by reference to the full text of such opinion.

        In arriving at its opinion, JPMorgan, among other things:

•

reviewed the execution version of the Merger Agreement;



•

reviewed certain publicly available business and financial information concerning Genlyte and the industries in which it operates;

23

•

compared the proposed financial terms of the transactions contemplated by the Merger Agreement with the publicly available financial terms of certain transactions involving companies JPMorgan deemed relevant and the consideration received for such companies;



•

compared the financial and operating performance of Genlyte with publicly available information concerning certain other companies JPMorgan deemed relevant and reviewed the current and historical market prices of the Shares and certain publicly-traded securities of such other companies;



•

reviewed certain internal financial analyses and forecasts prepared by the management of Genlyte relating to its business; and



•

performed such other financial studies and analyses and considered such other information as JPMorgan deemed appropriate for the purposes of its opinion.

        JPMorgan also held discussions with certain members of the management of Genlyte and participated in meetings with certain members of the management of Parent with respect to certain aspects of the Offer and the Merger and the past and current business operations of Genlyte, the financial condition and future operations of Genlyte, and certain other matters JPMorgan believed necessary or appropriate to its inquiry.

        In giving its opinion, JPMorgan relied upon and assumed, without assuming responsibility or liability for independent verification, the accuracy and completeness of all information that was publicly available or was furnished to or discussed with JPMorgan by Genlyte or otherwise reviewed by or for JPMorgan. JPMorgan has not conducted or been provided with any valuation or appraisal of any assets or liabilities, nor has it evaluated the solvency of Genlyte or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to JPMorgan, JPMorgan has assumed that they have been reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Genlyte to which such analyses or forecasts relate. JPMorgan expresses no view as to such analyses or forecasts or the assumptions on which they were based. JPMorgan has also assumed that the Offer and the Merger will be consummated as described in the Merger Agreement, and that the definitive Merger Agreement will not differ in any material respects from the version thereof furnished to JPMorgan. JPMorgan has also assumed that the representations and warranties made by Genlyte, Parent and Purchaser in the Merger Agreement and the related agreements are and will be true and correct in all ways material to JPMorgan's analysis. JPMorgan is not a legal, regulatory or tax expert and has relied on the assessments made by advisors to Genlyte with respect to such issues. JPMorgan has further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Offer and the Merger will be obtained without any adverse effect on Genlyte.

        JPMorgan's opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to JPMorgan as of, the date of its opinion. Subsequent developments may affect JPMorgan's opinion, and JPMorgan does not have any obligation to update, revise, or reaffirm such opinion. JPMorgan's opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of Shares in the Offer and the Merger and JPMorgan has expressed no opinion as to the Offer and the Merger to, or any consideration received in connection therewith by, holders of any other class of securities, creditors or other constituencies of Genlyte or as to the underlying decision by Genlyte to engage in the transactions contemplated by the Merger Agreement.

        In accordance with customary investment banking practice, JPMorgan employed generally accepted valuation methods in reaching its opinion. The analyses relied on financial projections furnished to JPMorgan and were prepared or reviewed and approved by Genlyte management. JPMorgan relied on

24

two financial cases for its analyses: the forecasts referred to under "Item 8. Additional Information—Certain Financial Information and Projections", which is referred to as management's case with acquisitions, and a set of forecasts, which is referred to as management's case without acquisitions, which assumed no acquisition-driven revenue growth and an organic revenue growth rate of approximately 5% per year until 2012 and declining toward the perpetuity growth rate over the following five years. The following is a summary of the material financial analyses utilized by JPMorgan in connection with providing its opinion.

(a)   Publicly-Traded Comparable Company Analysis

        Using publicly available information, JPMorgan compared selected financial data of Genlyte with similar data for certain publicly-traded companies engaged in businesses that JPMorgan deemed relevant to Genlyte's business. The companies selected by JPMorgan design, manufacture, market and sell low-voltage lighting and electrical related products for a wide variety of applications in the commercial, residential and industrial markets. The selected companies include the following:

•

Acuity Brands, Inc.;



•

Cooper Industries Ltd.;



•

Hubbell, Inc.;



•

Schneider Electric SA; and



•

Thomas & Betts Corp.

        For each of the selected companies, JPMorgan calculated such company's firm value as a multiple of such company's estimated 2008 sales, which is referred to as "FV/2008E Sales Multiple", and as a multiple of such company's estimated 2008 earnings before interest, tax, depreciation and amortization ("EBITDA"), which is referred to as "FV/2008E EBITDA Multiple". Firm value for each of the selected companies was based on the market value of such company's closing common stock price on November 21, 2007 plus such company's net debt as shown on its most recent publicly available balance sheet. Furthermore, for each of the selected companies, firm value was adjusted for recently publicly announced corporate actions including acquisitions, divestitures and financings that have taken place after the filing of the most recent publicly available balance sheet. The 2008 sales and EBITDA financial information for each of the selected companies was based on equity research estimates. This analysis indicated the following implied multiples and implied median multiples based on the selected companies:

        Based on the results of this analysis and on JPMorgan's judgment and experience, JPMorgan applied a FV/2008E Sales Multiple of 1.2-1.5x and a FV/2008E EBITDA Multiple of 7.0-8.5x to Genlyte's management's case with acquisitions and management's case without acquisitions. This resulted in a per share implied equity value for Genlyte of $76 to $94 and $72 to $90 based on the FV/2008E Sales Multiple, and $74 to $90 and $72 to $87 based on the FV/2008E EBITDA Multiple, respectively.

(b)   Selected Transaction Analysis

        Using publicly available information, JPMorgan examined the following selected transactions over the last decade involving companies that design, manufacture, market and sell low-voltage lighting and

25

electrical related products for a wide variety of applications in the commercial, residential and industrial markets:

These transactions were deemed to be most relevant in evaluation of the Offer & Merger in JPMorgan's judgment.

        For each of the selected transactions, JPMorgan calculated and, to the extent information was publicly available, compared the target's firm value as a multiple of the target's last 12 months' sales as of the quarter ended immediately prior to the announcement of the respective transaction, which is referred to as "FV/LTM Sales Multiple", and as a multiple of the target's last 12 months' EBITDA as of the quarter ended immediately prior to the announcement of the respective transaction, which is referred to as "FV/LTM EBITDA Multiple". The target financials of each of the selected transactions were adjusted for publicly announced corporate actions including acquisitions, divestitures and financings that had taken place after the filing for the quarter ended immediately prior to the announcement of the respective transaction. This analysis indicated the following implied multiples and implied median multiples based on the selected transactions:

        Based on the results of this analysis and on JPMorgan's judgment and experience, JPMorgan applied a FV/LTM Sales Multiple of 1.4-1.7x and a FV/LTM EBITDA Multiple of 9.5-11.0x to Genlyte's estimated sales and EBITDA for the 12-month period ending December 31, 2007. This resulted in a per share implied equity value for Genlyte of $80 to $97 based on the FV/LTM Sales Multiple and $91 to $105 based on the FV/LTM EBITDA Multiple.

(c)   Discounted Cash Flow Analysis

        JPMorgan conducted a discounted cash flow analysis for the purpose of determining the implied fully diluted equity value per share for the Shares. JPMorgan calculated the unlevered free cash flows that Genlyte is expected to generate during fiscal years 2008 through 2012 based upon Genlyte's management's strategic plan and fiscal years 2013 through 2017 based upon guidance from Genlyte's management. JPMorgan also calculated a range of terminal firm values of Genlyte by applying terminal growth rates based on JPMorgan's judgment and experience ranging from 2-3% to Genlyte's unlevered free cash flow during the final year of the 10-year period, ending 2017. The unlevered free cash flows and the range of terminal firm values were then discounted to present values using a range of discount

26

rates from 9.5-10.5%. This discount rate range was based upon an analysis of the weighted average cost of capital of Genlyte conducted by JPMorgan. The present value of the unlevered free cash flows and the range of terminal firm values were then adjusted for Genlyte's projected net debt as of December 31, 2007. For management case with acquisitions and management case without acquisitions this analysis indicated a per share implied equity value for Genlyte of between $86 to $111 and $79 to $97, respectively.

        The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by JPMorgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. JPMorgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. In arriving at its opinion, JPMorgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, JPMorgan considered the totality of the factors and analyses performed in determining its opinion. Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used by JPMorgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, JPMorgan's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be bought or sold. None of the selected companies reviewed as described in the above summary is identical to Genlyte, and none of the selected transactions reviewed was identical to the Offer and the Merger. However, the companies selected were chosen because they are publicly-traded companies with operations and businesses that, for purposes of JPMorgan's analysis, may be considered similar to those of Genlyte. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of JPMorgan's analysis, may be considered similar to those of the Offer and the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Genlyte and the transactions compared to the Offer and the Merger.

        As part of its investment banking business, JPMorgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for estate, corporate and other purposes. JPMorgan was selected to advise Genlyte with respect to the Offer and the Merger on the basis of such experience and its familiarity with Genlyte's industry sector globally.

        JPMorgan has acted as financial advisor to Genlyte with respect to the Offer and the Merger and will receive a fee of $3.0 million from Genlyte for its services that will become payable if the Offer is consummated. In addition, Genlyte has agreed to indemnify JPMorgan for certain liabilities arising out of its engagement. JPMorgan and its affiliates have current commercial and investment banking relationships with Genlyte and Royal Philips, including providing commercial credit and loan facilities to Genlyte and acting as financial advisor and joint bookrunner on issuances by Royal Philips in the last two years. In the ordinary course of its businesses, JPMorgan and its affiliates may actively trade the debt and equity securities of Genlyte or Royal Philips for its own account or for the accounts of its customers and, accordingly, JPMorgan may at any time hold long or short positions in such securities.

Intent to Tender

        To the best of Genlyte's knowledge, after reasonable inquiry, all of Genlyte's executive officers, directors and affiliates currently intend to tender or cause to be tendered all Shares held of record or

27

beneficially owned by them pursuant to the Offer (other than Shares held directly or indirectly by other public companies, as to which Genlyte has no knowledge or Shares for which such holder does not have discretionary authority) and, if necessary, to vote such shares in favor of the Merger. The foregoing does not include any Shares over which, or with respect to which, any such executive officer, director or affiliate acts in a fiduciary or representative capacity or is subject to the instructions of a third party with respect to such tender.

Item 5.    Person/Assets, Retained, Employed, Compensated or Used.

        Genlyte engaged Sagent and JPMorgan as Genlyte's exclusive financial advisors in connection with the transaction. Except as set forth below, neither Genlyte nor any person acting on its behalf has employed, retained or compensated, or currently intends to employ, retain or compensate, any person to make solicitations or recommendations to Genlyte's stockholders on its behalf with respect to the Offer or the Merger.

Sagent

        Under the terms of Sagent's engagement, Genlyte agreed to pay to Sagent certain fees for its services, some of which were payable in connection with rendering its fairness opinion and a significant portion of which is contingent upon the completion of the Offer. The fees payable upon rendering of the fairness opinion aggregated $2.0 million. Upon the consummation of the Offer, an additional amount will be due and payable to Sagent equal to approximately $6.9 million. In addition, Genlyte agreed to reimburse Sagent for certain of its reasonable expenses, including certain fees and disbursements of its counsel, and to indemnify Sagent against liabilities relating to or arising out of its engagement as Genlyte's financial advisor.

        Sagent has performed investment banking services for Genlyte in the past, including acting as financial advisor to Genlyte in connection with its acquisitions of JJI Lighting Group, Inc. in May 2006 and the Strand Theatrical Lighting Business in July 2006, and has been compensated for such services. In addition, a managing director of Sagent's Genlyte client team owns approximately one-third of one percent of outstanding Shares, and has owned such Shares for more than five years.

        The Genlyte Board selected Sagent as its financial advisor in connection with the Offer and Merger because the principals and other professionals of Sagent have substantial experience in similar transactions. Sagent, as part of its investment banking services, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, strategic transactions, corporate restructurings, and valuations for corporate and other purposes.

JPMorgan

        JPMorgan has also acted as financial advisor to Genlyte with respect to the Transaction and will receive a fee of $3.0 million from Genlyte for its services that will become payable only if the Transaction is consummated. In addition, Genlyte has agreed to indemnify JPMorgan for certain liabilities arising out of its engagement. JPMorgan and its affiliates have current commercial and investment banking relationships with Genlyte and Royal Philips, including providing commercial credit and loan facilities to Genlyte and acting as financial advisor and joint bookrunner on issuances by Royal Philips in the last two years. In the ordinary course of its businesses, JPMorgan and its affiliates may actively trade the debt and equity securities of Genlyte or Royal Philips for its own account or for the accounts of its customers and, accordingly, JPMorgan may at any time hold long or short positions in such securities.

28

        On October 31, 2007, Mr. Schneider exercised an Option to purchase 5,000 Shares at an exercise price of $13.875 per Share and sold 2,810 of such underlying Shares in the open market at prices ranging from $64.02 to $64.14 per Share.

        In addition, on November 13, 2007, Mr. Ferko exercised an Option to purchase 2,745 Shares at an exercise price of $13.88 per Share and sold the underlying Shares in the open market at prices ranging from $67.10 to $67.30 per Share. On November 14, 2007, Mr. Ferko also exercised Options to purchase an aggregate of 17,255 Shares at an exercise price of $13.88 per Share and sold 8,255 of the underlying Shares in the open market at prices ranging from $68.00 through $68.19 per Share.

        During the past 60 days prior to the date of this Statement and in the ordinary course, Genlyte has issued shares of Common Stock to holders of Options to purchase Common Stock upon the exercise of such Options by the holders thereof.

        Except as described above in this Item 6, no transactions in the Shares have been effected during the past sixty days by Genlyte or, to the knowledge of Genlyte, by any executive officer, director, affiliate or subsidiary of Genlyte.

Item 7.    Purposes of the Transaction and Plans or Proposals.

        Except as set forth in this Statement, Genlyte is not currently undertaking or engaged in any negotiations in response to the Offer or subsequent Merger that relate to or would result in: (i) a Offer for or other acquisition of Shares by Genlyte, any of its subsidiaries or any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving Genlyte or any of its subsidiaries (other than potential acquisitions by Genlyte), (iii) any purchase, sale or transfer of a material amount of assets of Genlyte or any of its subsidiaries or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of Genlyte.

        Except as set forth in this Statement, there are no transactions, resolutions of the Genlyte Board, agreements in principle or signed agreements in response to the Offer or subsequent Merger that relate to or would result in one or more of the events referred to in the preceding paragraph.

29

Item 8.    Additional Information.

Anti-Takeover Statutes and Provisions

        A number of states (including Delaware, where Genlyte is incorporated) have adopted laws that purport, to varying degrees, to apply to attempts to acquire corporations that are incorporated in, or that have substantial assets, stockholders, principal executive offices or principal places of business or whose business operations otherwise have substantial economic effects in, such states. Genlyte, directly or through subsidiaries, conducts business in a number of states throughout the United States, some of which have enacted such laws. To the extent that these state takeover statutes purport to apply to the Offer or the Merger, Genlyte believes that those laws conflict with U.S. federal law and are an unconstitutional burden on interstate commerce. In Edgar v. MITE Corp. , the Supreme Court of the United States invalidated on constitutional grounds the Illinois Business Takeover Statute that, as a matter of state securities law, made takeovers of corporations meeting certain requirements more difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America , the Supreme Court held that the State of Indiana could, as a matter of corporate law, constitutionally disqualify a potential acquiror from voting shares of a target corporation without the prior approval of the remaining stockholders where, among other things, the corporation is incorporated in, and has a substantial number of stockholders in, the state. Subsequently, in TLX Acquisition Corp. v. Telex Corp. , a Federal District Court in Oklahoma ruled that the Oklahoma statutes were unconstitutional insofar as they apply to corporations incorporated outside Oklahoma in that they would subject such corporations to inconsistent regulations. Similarly, in Tyson Foods, Inc. v. McReynolds , a Federal District Court in Tennessee ruled that four Tennessee takeover statutes were unconstitutional as applied to corporations incorporated outside Tennessee. This decision was affirmed by the United States Court of Appeals for the Sixth Circuit.

        Section 203 of the DGCL prevents certain "business combinations" with an "interested stockholder" (generally, any person who owns or has the right to acquire 15% or more of a corporation's outstanding voting stock) for a period of three years following the time such person became an interested stockholder, unless, among other things, prior to the time the interested stockholder became such, the board of directors of the corporation approved either the business combination or the transaction in which the interested stockholder became such. The Genlyte Board has irrevocably taken all necessary steps to render the restrictions of Section 203 of the DGCL inapplicable to the Merger Agreement and the Transactions and so that each of Parent and Purchaser will not be an "interested stockholder."

        Genlyte is not aware of any other state takeover laws or regulations that are applicable to the Offer or the Merger and has not attempted to comply with any other state takeover laws or regulations. As set forth in the Offer to Purchase, if any government official or third party should seek to apply any state takeover law to the Offer or the Merger or other business combination between Purchaser or any of its affiliates and Genlyte, then Purchaser will take such action as then appears desirable, which action may include challenging the applicability or validity of such statute in appropriate court proceedings. If it is asserted that one or more state takeover statutes is applicable to the Offer or the Merger and an appropriate court does not determine that it is inapplicable or invalid as applied to the Offer or the Merger, then Purchaser might be required to file certain information with, or to receive approvals from, the relevant state authorities or holders of the Shares, and Purchaser might be unable to accept for payment or pay for the Shares tendered pursuant to the Offer, or be delayed in continuing or consummating the Offer or the Merger. In that case, Purchaser may not be obligated to accept for purchase, or pay for, any Shares tendered pursuant to the Offer.

30

Appraisal Rights

        No appraisal rights are available in connection with the Offer. If the Merger is consummated, however, then each holder of Shares who has neither voted in favor of the Merger nor consented thereto in writing will be entitled to an appraisal by the Delaware Court of Chancery of the fair value of the holder's Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, if any, to be paid. In determining such fair value, the Delaware Court of Chancery may consider all relevant factors. The value so determined could be more or less than the consideration to be paid in the Offer and the Merger. Any judicial determination of the fair value could be based upon considerations other than or in addition to the market value of the Shares, including, among other things, asset values and earning capacity. In Weinberger v. UOP,  Inc. , the Delaware Supreme Court stated, among other things, that "proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court" should be considered in an appraisal proceeding. The Weinberger Court also noted that, under the DGCL, fair value is to be determined "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc. , however, the Delaware Supreme Court stated that, in the context of a two-step cash merger, "to the extent that value has been added following a change in majority control before cash-out, it is still value attributable to the going concern," to be included in the appraisal process. Therefore, the value so determined in any appraisal proceeding could be the same as, or more or less than, the purchase price per Share in the Offer or the merger consideration.

        If any holder of Shares who demands appraisal under Section 262 of the DGCL fails to perfect, or effectively withdraws or loses his right to appraisal as provided in the DGCL, then such Shares will be converted into the consideration paid in the Merger. A stockholder may withdraw his demand for appraisal by delivery of a written withdrawal of his demand for appraisal and acceptance of the Merger.

        The foregoing discussion is not a complete statement of law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL, the text of which is set forth in Annex IV hereto and incorporated by reference herein.

        Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of such rights.

Short-form Merger; Top-Up Option

        The DGCL provides that, if a parent company owns at least 90% of the outstanding shares of each class of a subsidiary's stock entitled to vote to adopt a merger agreement, the parent company may merge that subsidiary with the parent company pursuant to the "short form" merger procedures without prior notice to, or the approval of, the other stockholders of the subsidiary. In order to consummate the Merger pursuant to these provisions of the DGCL, Purchaser would have to own at least 90% of the outstanding Shares of Genlyte. If Purchaser is able to consummate the Merger pursuant to these provisions of the DGCL, then the closing of the Merger would take place as soon as practicable after the closing of the Offer, without any notice to or approval of the other stockholders of Genlyte.

        Pursuant to the terms of the Merger Agreement and in order to facilitate a short-form merger following the completion of the Offer, Genlyte has granted to Purchaser an irrevocable option (the "Top-Up Option") to purchase up to a number of newly issued Shares (the "Top-Up Option Shares") that, when added to the number of Shares owned by Parent, Purchaser and their respective affiliates at the time of such exercise, at which time Parent, Purchaser and their respective affiliates must already own more than 50% of the Shares outstanding (determined on a fully diluted basis), would result in Parent, Purchaser and their respective affiliates owning one Share more than 90% of the outstanding Shares, at a price per Share equal to the Offer Price (a "Short Form Merger").

31

        The Top-Up Option is only exercisable once in whole and not in part within ten business days after the Purchase Date. Notwithstanding the foregoing, the Top-Up Option is not exercisable, and terminates on the Purchase Date, if (i) the issuance of the Top-Up Option Shares would require stockholder approval under the rules of Nasdaq, (ii) the number of Top-Up Option Shares would exceed the number of authorized but unissued Shares or (iii) after issuance of Shares pursuant to the Top-Up Option, it will be insufficient to allow Purchaser to effect a short form merger under Section 253 of the DGCL. In addition, the Top-Up Option terminates concurrently with the termination of the Merger Agreement.

        In the event that Purchaser wishes to exercise the Top-Up Option, Purchaser will pay Genlyte the aggregate price required to be paid for the Top-Up Option Shares and Genlyte will cause to be issued to Purchaser a certificate representing the Top-Up Option Shares.

Stockholder Meeting

        If Parent acquires, pursuant to the Offer or otherwise, less than 90% of the outstanding Shares of Genlyte, then the affirmative vote of the holders of a majority of the outstanding Shares of Genlyte will be required under the DGCL to effect the Merger. As a result, Genlyte will also have to comply with the Federal securities laws and regulations governing the solicitation of proxies. Among other things, Genlyte will be required to prepare and distribute a proxy statement and as a consequence a longer period of time will be required to effect the Merger. However, assuming that a number of Shares that, together with any Shares then owned by Parent or Purchaser, represents greater than 50% of the voting power of the outstanding Shares are tendered and not properly withdrawn in the Offer, the Purchaser will be able to approve the Merger without the vote of any other stockholder.

Section 14(f) Information Statement

        The Information Statement attached as Annex I hereto is being furnished in connection with the possible designation by Purchaser, pursuant to the Merger Agreement, of certain persons to be appointed to the Genlyte Board, other than at a meeting of Genlyte's stockholders as described in Item 3 above and in the Information Statement, and is incorporated herein by reference.

Regulatory Approvals

(a)   United States Antitrust Compliance

        Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (the "FTC"), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the "Antitrust Division") and the FTC and certain waiting period requirements have been satisfied. The acquisition of the Shares by Purchaser is subject to these requirements.

        Under the HSR Act and the related rules, the Offer may not be consummated unless certain information has been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied, and Purchaser has conditioned its obligation to acquire the Shares on these events occurring. Purchaser and Genlyte filed a Notification and Report Form with respect to the acquisition of the Shares pursuant to the Offer and the Merger with the Antitrust Division and the FTC on November 30, 2007. The waiting period under the HSR Act will expire after a 15-calendar-day waiting period, which is at 11:59 p.m., New York City time, on Monday, December 17, 2007, unless early termination of the waiting period is granted or the parties receive a request for additional information or documentary material. Purchaser and Genlyte have requested early termination of the waiting period applicable to the Offer, but there can be no assurances that Purchaser and Genlyte will be granted early termination. Should a request for additional information be issued, complying with such a request can take a significant amount of time. In addition, while there are statutory limitations

32

on the period of time that the Antitrust Division and the FTC may delay an acquisition (ten calendar days after substantial compliance with the additional information request), as a practical matter if substantive antitrust issues are raised, the parties often agree to delay completion of the transaction while discussion of the substantive issues are ongoing. Although Genlyte is required to file certain information and documentary material with the Antitrust Division and the FTC in connection with the Offer, neither Genlyte's failure to make such filings nor Genlyte's failure to respond to a request from the Antitrust Division or the FTC for additional information or documentary material will extend the waiting period.

        The Antitrust Division and the FTC frequently scrutinize the legality under the antitrust laws of transactions such as the proposed acquisition of the Shares by Purchaser pursuant to the Offer. At any time before or after Purchaser's purchase of the Shares, the Antitrust Division or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the acquisition of the Shares pursuant to the Offer or seeking divestiture of the Shares acquired by Purchaser or the divestiture of substantial assets of Royal Philips, Genlyte or any of their respective subsidiaries. Private parties may also bring legal action under the antitrust laws under certain circumstances. There can be no assurance that a challenge to the offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. See Section 13—"Certain Conditions of the Offer" of the Offer to Purchase for certain conditions to the Offer that could become applicable in the event of such a challenge.

(b)   Foreign Antitrust Approvals

        Both Genlyte and Royal Philips and their respective subsidiaries conduct business in many countries around the world. In connection with the acquisition of the Shares pursuant to the Offer, the laws of certain of these foreign countries require the filing of information with, or the obtaining of the approval of, governmental authorities therein before completion of the Offer. Set forth below are those jurisdictions outside the United States where such filings will be made. Further, if any action is taken before completion of the Offer by any government or governmental authority, then Purchaser may not be obligated to accept for payment or pay for any of the tendered Shares. See Section 13—"Certain Conditions of the Offer" of the Offer to Purchase for certain conditions to the Offer that could become applicable in the event of such an action.

        Austria.     Under the provisions of the Austrian Cartel Act 2005 (the "Cartel Act"), the acquisition of the Shares pursuant to the Offer may be consummated if the "Statutory Parties" (as defined in the Cartel Act) have either waived any request for in-depth examination of the transaction, or notified the Purchaser that they have not requested an in-depth examination of the transaction. In case such an in-depth examination has been requested, the acquisition of Shares pursuant to the Offer may be consummated if the Austrian Cartel Court has either dismissed the request or declared that the concentration will not be prohibited, or the Austrian Cartel Court has discontinued the examination proceedings. The written approval by the Austrian Cartel Court or the expiration of any applicable waiting period is a condition to Purchaser's obligation to accept for payment and pay for the Shares tendered pursuant to the Offer. See Section 13—"Certain Conditions of the Offer" of the Offer to Purchase.

        Brazil.     The parties intend to submit the Merger for approval by the Brazilian antitrust authorities. The Secretariat for Economic Monitoring and Secretariat of Economic Law will consider the Merger, and each will issue an opinion to the Administrative Council for Economic Defense, Brazil's antitrust tribunal (the "Brazilian Council"). The Brazilian Council will make a decision with respect to the Merger. The review of the Merger by the Brazilian antitrust authorities may take longer than six months, but will not prevent the consummation of the Merger. However, if the Brazilian Council decides that the merger is anti-competitive, then it may impose restrictions on the parties or order an unwinding of the Merger.

33

        Canada.     Under the Competition Act (Canada), certain transactions involving the acquisition of shares that exceed prescribed financial thresholds are subject to pre-merger notification and cannot be implemented until either (i) a notification has been filed and the applicable waiting periods have been terminated or have expired, (ii) an advance ruling certificate has been issued by the Commissioner or (iii) the Commissioner has waived the requirement to file a notification. Under the Investment Canada Act, certain transactions involving the acquisition of control of a Canadian business by a non-Canadian that exceed prescribed financial thresholds are subject to review and cannot be implemented until the responsible minister under the Investment Canada Act is satisfied or deemed to be satisfied that the transactions contemplated by the Merger are likely of net benefit to Canada. The Merger is not subject to review under the Investment Canada Act (Canada), but rather is subject to a requirement to file a notification within 30 days of completion of the Merger.

        The Merger is a "notifiable transaction" for purposes of Part IX of the Competition Act (Canada) (the "Competition Act"), and it may not be completed before the expiration or earlier termination of the applicable waiting period after notice of the transaction, together with certain prescribed information, has been provided to the Commissioner of Competition appointed under the Competition Act (the "Canadian Commissioner"). The waiting period is either 14 or 42 days from the time a complete notification is provided to the Canadian Commissioner depending upon whether a short-form or long-form filing has been made. Alternatively, a party to a notifiable transaction may apply to the Canadian Commissioner for an advance ruling certificate, which may be issued by the Canadian Commissioner in respect of a proposed transaction if she is satisfied that there are not sufficient grounds on which to apply to the Competition Tribunal for an order under the merger provisions of the Competition Act. The merger provisions of the Competition Act permit the Canadian Commissioner to apply to the Competition Tribunal for relief in respect of transactions that prevent or lessen, or would be likely to prevent or lessen, competition substantially. The relief that may be ordered by the Competition Tribunal includes, in the case of a proposed transaction, prohibiting its completion. Purchaser will apply to the Canadian Commissioner for an advance ruling certificate in respect of the Merger. See Section 13—"Certain Conditions of the Offer" of the Offer to Purchase.

        China.     Under the "Rules on the Merger with and Acquisition of Domestic Enterprises By Foreign Investors," adopted by the Chinese Ministry of Commerce ("MOFCOM") and other agencies on August 8, 2006 and which came into effect on September 8, 2006, certain types of transactions that meet specified notification thresholds will be subject to antitrust review. Application of these rules may be triggered by several criteria, including in particular the Chinese turnover of a party to the transaction. Although the rules (as supplemented by guidelines issued by MOFCOM) specify certain substantive criteria and procedures, they contain many ambiguities, giving the concurrent authorities, MOFCOM and the State Administration for Industry and Commerce, wide latitude in the approval process. The expiration of the applicable waiting period is a condition to Purchaser's obligation to accept for payment and pay for the Shares tendered pursuant to the Offer. See Section 13—"Certain Conditions of the Offer" of the Offer to Purchase.

        Germany.     Under the provisions of the German Act against Restraints on Competition ("ARC"), the acquisition of the Shares pursuant to the Offer may only be completed if the acquisition is approved by the German Federal Cartel Office ("FCO"), either by written approval or by expiration of a one-month waiting period commenced by the filing by Parent of a complete notification (the "German Notification") with respect to the Offer, unless the FCO notifies Parent within the one-month waiting period of the initiation of an in-depth investigation. If the FCO initiates an in-depth investigation, then the acquisition of the Shares pursuant to the Offer may only be consummated if the acquisition is approved by the FCO, either by written approval or by expiration of a four-month waiting period commenced by the filing of the German Notification, unless the FCO notifies Parent within the four-month waiting period that the acquisition satisfies the conditions for a prohibition and may be not be consummated. The written approval by the FCO or the expiration of any applicable waiting period

34

is a condition to Purchaser's obligation to accept for payment and pay for the Shares tendered pursuant to the Offer. See Section 13—"Certain Conditions of the Offer" of the Offer to Purchase.

        Italy.     Pursuant to Section 16 of the Italian law on competition (Law No. 287 of 10th October 1990), Purchaser was required to notify the Autorità Garante della Concorrenza e del Mercato (the "Italian Authority") of the transaction because the combined sales of Genlyte and Royal Philips exceed the threshold set out in the Italian law. The written approval by the Italian Authority or the expiration of any applicable waiting period will not prevent the consummation of the Merger.

        The foregoing is qualified in its entirety by reference to the Offer to Purchase, annexed hereto as Exhibit (a)(1)(A) and incorporated by reference herein, and the Merger Agreement, annexed hereto as Exhibit (e)(1) and incorporated by reference herein.

Going Private Transactions

        The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain "going private" transactions, and which may under certain circumstances be applicable to the Merger or other business combination following the purchase of the Shares pursuant to the Offer in which Purchaser seeks to acquire the remaining Shares not then held by it. As set forth in its Offer to Purchase, Purchaser believes that Rule 13e-3 will not be applicable to the Merger because Purchaser was not, at the time the Merger Agreement was executed, and is not, an affiliate of Genlyte (for Exchange Act purposes); it is anticipated that the Merger will be effected within one year following completion of the Offer; and, in the Merger, stockholders will receive the same price per Share as paid in the Offer. Rule 13e-3 would otherwise require, among other things, that certain financial information concerning Genlyte and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders be filed with the SEC and disclosed to stockholders before completion of a transaction.

Certain Financial Information and Projections

        During the course of the discussions between Philips and Genlyte that led to the execution of the Merger Agreement, Genlyte's management provided certain financial projections regarding Genlyte's future performance, which were not publicly available, to Philips and its financial advisor. The information provided included Genlyte's management's projections of financial performance for Genlyte for the remaining portion of fiscal year ending December 31, 2007, as well as fiscal year ending December 31, 2008 (without regard to the impact on Genlyte of a transaction with Parent and Purchaser).

        The projections provided by Genlyte's management to Philips included forecasts of Genlyte's net sales, earnings before interest and taxes ("EBIT") and earnings per share ("EPS"). These projections were as follows:

(1)

Does not take into account Shares repurchased since October 1, 2007.

(2)

These projections assume both organic growth and growth through acquisitions consistent with the Company's historical budgeting and forecasting process.

35

        In addition, Genlyte's management updated the forecasts through November 17, 2007 and provided the updated forecasts to Sagent and JPMorgan in connection with their analyses and fairness opinions. The primary reason for the difference in the FY 07 forecasts provided to Philips and its advisors and the updated FY 07 forecasts was the increase in the strength of the Canadian dollar versus the US dollar. Genlyte's management also separately provided to Sagent and JPMorgan certain projections for fiscal years ending December 31, 2009, 2010, 2011 and 2012 for use in Sagent's and JPMorgan's analyses and fairness opinions. These updated projections included those set forth below:

(1)

Does not take into account Shares repurchased since October 1, 2007.

(2)

These projections assume both organic growth and growth through acquisitions consistent with the Company's historical budgeting and forecasting process.

        Genlyte has advised Philips that it does not as a matter of course make public any projections as to future performance or financial position, and the aforementioned projections are included in this Statement solely because such information was provided to Genlyte's financial advisors as well as Philips and its financial advisor. These projections were not prepared (1) with a view toward public disclosure, (2) in compliance with any regulations or guidelines promulgated by the SEC or the American Institute of Certified Public Accountants relating to the presentation of prospective financial information or (3) in accordance with U.S. generally accepted accounting principles. Genlyte's independent registered public accounting firm has not examined or compiled any of the financial projections and has not expressed any conclusion or provided any form of assurance with respect to the projections. Genlyte has advised its financial advisors and Philips that (i) its internal financial projections are, in general, prepared solely for internal use and capital budgeting and other management decisions and are subjective in many respects and thus susceptible to various interpretations and periodic revision based on actual experience and business developments and (ii) the projections were based on a number of internal assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters that are inherently subject to significant business, economic, competitive and regulatory uncertainties, all of which are difficult to predict and some of which are beyond the control of Genlyte. ACCORDINGLY, THERE CAN BE NO ASSURANCE, AND NO REPRESENTATION OR WARRANTY IS OR HAS BEEN MADE BY ANY OF GENLYTE, PHILIPS OR ANY OF THEIR REPRESENTATIVES, THAT THE PROJECTED RESULTS WILL BE REALIZED OR THAT ACTUAL RESULTS WILL NOT VARY MATERIALLY FROM THOSE DESCRIBED ABOVE. THE FOREGOING INFORMATION IS FORWARD-LOOKING IN NATURE AND INHERENTLY SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, INCLUDING INDUSTRY PERFORMANCE, GENERAL BUSINESS AND ECONOMIC CONDITIONS, CURRENCY EXCHANGE RATES, CUSTOMER REQUIREMENTS, COMPETITION, ADVERSE CHANGES IN APPLICABLE LAWS, REGULATIONS OR RULES GOVERNING ENVIRONMENTAL, TAX AND ACCOUNTING MATTERS, AND OTHER RISKS DESCRIBED IN GENLYTE'S ANNUAL REPORT ON FORM 10-K FILED WITH THE SEC FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006, ITS REPORTS ON FORM 10-Q FOR THE FIRST, SECOND AND THIRD QUARTER OF 2007 AND OTHER DOCUMENTS FILED WITH THE SEC. IN ADDITION, THE PROJECTIONS MAY BE AFFECTED BY GENLYTE'S ABILITY TO ACHIEVE STRATEGIC GOALS, OBJECTIVES AND TARGETS OVER THE APPLICABLE PERIOD. THE ASSUMPTIONS UPON WHICH THE PROJECTIONS WERE BASED NECESSARILY INVOLVE

36

JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE ECONOMIC, COMPETITIVE AND REGULATORY CONDITIONS AND FINANCIAL MARKET CONDITIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND MANY OF WHICH ARE BEYOND GENLYTE'S CONTROL. THE PROJECTIONS ALSO REFLECT ASSUMPTIONS AS TO CERTAIN BUSINESS DECISIONS THAT ARE SUBJECT TO CHANGE. SUCH PROJECTIONS CANNOT, THEREFORE, BE CONSIDERED A GUARANTY OF FUTURE OPERATING RESULTS, AND THIS INFORMATION SHOULD NOT BE RELIED ON AS SUCH. THE INCLUSION OF THIS INFORMATION SHOULD NOT BE REGARDED AS AN INDICATION THAT GENLYTE, PHILIPS OR ANYONE WHO RECEIVED THIS INFORMATION THEN CONSIDERED, OR NOW CONSIDERS, IT A RELIABLE PREDICTION OF FUTURE EVENTS, AND THIS INFORMATION SHOULD NOT BE RELIED ON AS SUCH. NONE OF GENLYTE, PHILIPS OR ANY OF THEIR RESPECTIVE FINANCIAL ADVISORS OR THE DEALER MANAGER ASSUMES ANY RESPONSIBILITY FOR THE VALIDITY, REASONABLENESS, ACCURACY OR COMPLETENESS OF THE PROJECTIONS DESCRIBED ABOVE. NONE OF GENLYTE, PHILIPS OR ANY OF THEIR RESPECTIVE FINANCIAL ADVISORS OR THE DEALER MANAGER INTENDS TO, AND EACH OF THEM DISCLAIMS ANY OBLIGATION TO, UPDATE, REVISE OR CORRECT SUCH PROJECTIONS IF THEY ARE OR BECOME INACCURATE (EVEN IN THE SHORT TERM). THE PROJECTIONS DO NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THEY WERE PREPARED, INCLUDING THE ANNOUNCEMENT OF THE OFFER AND THE MERGER. THERE CAN BE NO ASSURANCE THAT THE ANNOUNCEMENT OF THE OFFER AND THE MERGER WILL NOT CAUSE CUSTOMERS OF GENLYTE TO DELAY OR CANCEL PURCHASES OF GENLYTE'S PRODUCTS AND SERVICES PENDING THE CONSUMMATION OF THE OFFER AND THE MERGER OR THE CLARIFICATION OF OUR INTENTIONS WITH RESPECT TO THE CONDUCT OF GENLYTE'S BUSINESS THEREAFTER. ANY SUCH DELAY OR CANCELLATION OF CUSTOMER SALES IS LIKELY TO ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO ACHIEVE THE RESULTS REFLECTED IN SUCH FINANCIAL PROJECTIONS. FURTHER, THE FINANCIAL PROJECTIONS DO NOT TAKE INTO ACCOUNT THE EFFECT OF ANY FAILURE TO OCCUR OF THE OFFER OR THE MERGER AND SHOULD NOT BE VIEWED AS ACCURATE OR CONTINUING IN THAT CONTEXT.

        GENLYTE'S STOCKHOLDERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE PROJECTIONS INCLUDED IN THIS STATEMENT.

Item 9.    Exhibits.

        The information contained in all of the exhibits referred to in Item 9 below is incorporated into this Statement by reference.

37

38

39

40

WHERE YOU CAN FIND MORE INFORMATION

        Royal Philips and Genlyte file annual, quarterly and special reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934. You may read and copy this information at the SEC reading room or obtain copies of this information by mail at prescribed rates:

Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549

        The SEC also maintains an Internet worldwide website that contains reports, proxy statements and other information about issuers, like Royal Philips and Genlyte, who file electronically with the SEC. The address of that site is http://www.sec.gov.

        The SEC allows Genlyte to "incorporate by reference" into this Statement, which means that Genlyte can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Statement, except for any information superseded by information contained directly in this Statement.

41

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

42

ANNEX I

THE GENLYTE GROUP INCORPORATED

10350 Ormsby Park Place, Suite 601
Louisville, KY 40223


INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER

GENERAL

        This Information Statement is being mailed on or about November 30, 2007 as part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") of The Genlyte Group Incorporated, a Delaware corporation ("Genlyte" or the "Company"), to holders of record of shares of the common stock, par value $0.01, of Genlyte (the "Common Shares"), including, if any, the associated preferred stock purchase rights issued pursuant to the Rights Agreement, dated as of September 13, 1999, between Genlyte and The Bank of New York (such rights together with the Common Shares, the "Shares"). You are receiving this Information Statement in connection with the possible election of persons designated by Golf Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Philips Holding USA Inc., a Delaware corporation ("Parent"), to a majority of seats on the Board of Directors of Genlyte (the "Genlyte Board"). Such designation is to be made pursuant to an Agreement and Plan of Merger, dated November 25, 2007, by and among Genlyte, Purchaser and Parent (the "Merger Agreement").

        Pursuant to the Merger Agreement, Purchaser has commenced an offer to purchase each outstanding Share at a price of $95.50 per share (such price per share, the "Offer Price"), net to the seller in cash, without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Merger Agreement as described in Purchaser's Offer to Purchase, dated November 30, 2007 (the "Offer to Purchase") and in the related Letter of Transmittal (which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, collectively constitute the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal have been mailed to stockholders of Genlyte and are filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO (as amended from time to time, the "Schedule TO") filed by Parent and Purchaser with the Securities and Exchange Commission (the "SEC") on November 30, 2007.

        The Merger Agreement provides that, among other things, as soon as practicable following completion of the Offer and the satisfaction or waiver of the other conditions set forth in the Merger Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), Purchaser will be merged with and into Genlyte, with Genlyte surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding Share (other than (i) the Shares owned by Parent, Purchaser, any other direct or wholly owned subsidiary of Parent or any affiliate of Parent or Purchaser and the Shares owned by Genlyte or any direct or indirect wholly owned subsidiary of Genlyte, and in each case, not held on behalf of third parties and (ii) the Shares that are owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (the "Excluded Shares")) will be converted into the right to receive the Offer Price (or any higher price paid in the Offer), in cash, without interest thereon.

        The Offer, the Merger and the Merger Agreement are more fully described in the Schedule 14D-9, to which this Information Statement forms Annex I, which was filed by Genlyte with the SEC on November 30, 2007 and which is being mailed to stockholders of Genlyte along with this Information Statement.

        This Information Statement is being mailed to you in accordance with Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder. Information set forth herein relating to Parent, the Purchaser or the Philips Designees (as defined below) has been provided by Parent, and Genlyte assumes no responsibility for the accuracy or completeness of such information. You are urged to read this Information Statement carefully. You are not, however, required to take any action in connection with the matters set forth herein.

        The Purchaser commenced the Offer on November 30, 2007. The Offer is currently scheduled to expire at 12:00 midnight, New York City time, on January 2, 2008, unless the offer is extended pursuant to the terms of the Merger Agreement.

RIGHT TO DESIGNATE DIRECTORS

        The Merger Agreement provides that, if requested by Purchaser, upon the purchase of, and payment for Shares to be purchased pursuant to the Offer that represent at least such number of shares (determined on a fully diluted based) (together with all Shares beneficially owned by Parent or its affiliates) as shall equal one Share more than 50% of the outstanding Shares and, at all times thereafter, Purchaser will be entitled to designate such number of directors (the "Philips Designees") on the Genlyte Board and each committee thereof, equal to at least the number of directors, rounded up to the next whole number, as is equal to the product obtained by multiplying the total number of directors on the Genlyte Board or such committee (giving effect to the directors appointed pursuant to this sentence) by the percentage that the number of Shares so accepted for payment and paid for bears to the total number of Shares then outstanding (determined on a fully diluted based).

        The Merger Agreement provides that Genlyte will use its best efforts to cause the Philips Designees to be elected or designated to the Genlyte Board and each committee thereof, including increasing the number of directors on the Genlyte Board or securing resignations of incumbent directors, subject to (i) Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, (ii) applicable laws and (iii) the rules of the Nasdaq Global Market ("NASDAQ").

        Parent has informed Genlyte that it will choose its designees for the Genlyte Board from the list of persons set forth below. In the event that additional designees of Parent are required in order to constitute a majority of the Genlyte Board, such additional designees will be selected by Parent from among the directors and executive officers of Parent and Purchaser contained in Schedule A of the Offer to Purchase, which is incorporated herein by reference. The following table, prepared from information furnished to Genlyte by Parent, sets forth, with respect to each individual who may be designated by Parent as one of its designees, the name, age of the individual as of November 30, 2007, present principal occupation and employment history during the past five years. Parent has informed Genlyte that each such individual is a U.S. citizen except that Pieter de Haan, Laurentius Martinus Gerardus van den Nieuwenhof, Karel Robert den Daas and Cornelis Leonardus van Schooten are each citizens of The Netherlands and each has consented to act as a director of Genlyte if so designated or elected. Unless otherwise noted, the business address for each potential Philips Designee is c/o Parent

I-2

at 1251 Avenue of the Americas, New York, NY 10020 and the telephone number for each potential Philips Designee is (212) 536-0641.

        None of the potential Philips Designees currently is a director of, or holds any positions with Genlyte. Parent has advised Genlyte that, to the best of Parent's knowledge, none of the potential Philip's Designees or any of their affiliates beneficially owns any equity securities or rights to acquire any such securities of Genlyte, nor has any such person been involved in any transaction with Genlyte or any of its directors, executive officers or affiliates that is required to be disclosed pursuant to the rules and regulations of the SEC other than with respect to transactions between Parent and Genlyte that have been described in the Schedule TO or the Schedule 14D-9.

        Parent has informed Genlyte that none of the potential Philips Designees has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any

I-3

judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

        Until the Merger occurs, the Genlyte Board will include all members of the Genlyte Board immediately prior to the commencement of the Offer (the "Continuing Directors"). In addition, at any time prior to the Merger when Purchaser's designees constitute a majority of the Genlyte Board, Purchaser shall cause such designees not to (i) approve any amendment or termination by Genlyte of, or any exercise, waiver or rescission by Genlyte of, any of its rights under the Merger Agreement or extend the time for performance of Parent's or Purchaser's obligations under the Merger Agreement, (ii) authorize any amendments to the Certificate of Incorporation or Bylaws of Genlyte, (iii) authorize any agreement between Genlyte or any of its subsidiaries, on the one hand, and Parent, Purchaser or any of their affiliates (other than Genlyte or any of its subsidiaries), on the other hand, that is not the result of an arm's-length negotiation between the respective parties, or (iv) cease Genlyte's compliance with the continued listing requirements of NASDAQ, in each case, unless such action is approved by a majority of the Continuing Directors.

INFORMATION CONCERNING THE SHARES

        Our common stock, par value $0.01, is the only class of voting securities of Genlyte outstanding. Each Share entitles the holder thereof to one vote. As of November 25, 2007, there were 27,560,087 Shares issued and outstanding (excluding 2,930,687 Shares held by Genlyte in treasury).

INFORMATION CONCERNING CURRENT EXECUTIVE OFFICERS OF GENLYTE

Executive Officers
Genlyte's executive officers do not hold specified terms of office, so their service does not "expire." Present executive officers are:

Larry K. Powers
Mr. Powers, age 64, has served as President and Chief Executive Officer of Genlyte since January 1994 and has been an employee of Genlyte since 1983. Mr. Powers has also served as Chairman of the Board since April 2000 and a Director of Genlyte since July 1993.

Zia Eftekhar
Mr. Eftekhar, age 61, has served as Vice President—Executive Officer of Genlyte since April 2001 and President of Lightolier, the largest division of Genlyte, since June 1992. He has been an employee of Lightolier since 1968. Mr. Eftekhar has also served as a Director of Genlyte since February 2001.

William G. Ferko
Mr. Ferko, age 52, has served as Vice President, Chief Financial Officer, and Treasurer of Genlyte since November 1998. He served as Vice President and Chief Financial Officer of Goss Graphics Systems, Inc. from 1996 to 1998, and held various financial positions with Tenneco Inc. from 1976 to 1996.

Ronald D. Schneider
Mr. Schneider, age 56, has served as Vice President—Executive Officer of Genlyte since April 2000 and Vice President Operations of Genlyte since August 1998. He served as Vice President and General Manager Commercial & Industrial Division of Thomas Lighting from January 1997 to August 1998. Mr. Schneider had been an employee of Thomas since 1984.

Raymond L. Zaccagnini
Mr. Zaccagnini, age 57, has served as Corporate Secretary of Genlyte since February 1999 and Executive Officer—Vice President Administration of Genlyte since August 1998 (when GTG was

I-4

formed from Genlyte and Thomas Lighting). He served as Vice President of Operations of Thomas Lighting from January 1997 to August 1998. Mr. Zaccagnini had been an employee of Thomas since 1977.

Daniel R. Fuller
Mr. Fuller, age 53, has served as Assistant Corporate Secretary of Genlyte since February 1999, Vice President and General Counsel of Genlyte since February 2000, and General Counsel of Genlyte from September 1998 to February 2000. He had been in private law practice from 1978 to September 1998.

INFORMATION CONCERNING CURRENT DIRECTORS OF GENLYTE

        The Genlyte Board is presently composed of five members. Genlyte's Certificate of Incorporation divides the Genlyte Board into three classes, with all directors elected to three-year terms. Each director serves until the annual meeting of stockholders held during the year in which the director's term expires and until the director's succession is duly elected and qualified (or until the director resigns or is removed at an earlier date). The following list sets forth the name, ages and present principal occupation or employment, and material occupations, positions, offices or employments for the past five years, of each director of Genlyte. Unless otherwise indicated, each such person is a citizen of the United States and the business address of such person is c/o Genlyte, 10350 Ormsby Park Place, Suite 601, Louisville, KY 40223. There are no family relationships between any director or executive officer and any other director or executive officer of Genlyte.

Larry K. Powers (64)
Mr. Powers has served as a director of Genlyte since July 1993 and was elected Chairman of the Genlyte Board in April, 2000. Mr. Powers was appointed President and Chief Executive Officer of Genlyte in January 1994. He has held a variety of sales, marketing and general management positions in the lighting industry. From September 1979 until April 1989, Mr. Powers was President of Hadco, which was acquired by a predecessor of Genlyte in July 1983. Mr. Powers served as President of the HID/Outdoor Division of Genlyte from May 1989 until June 1993. From July 1993 to December 1993, he served as President of Genlyte U.S. Operations and Executive Vice President of Genlyte. Mr. Powers currently serves on the National Electrical Manufacturers Association Board of Directors and is a member of its Executive Committee.

Zia Eftekhar (61)
Mr. Eftekhar was appointed to the Genlyte Board at the February 2001 meeting of the Genlyte Board and was first elected to the Genlyte Board by a majority of stockholders on April 25, 2001. Mr. Eftekhar has been President of Lightolier, the largest division of Genlyte, since 1992. During his 38-year career with Genlyte he has held a number of sales, marketing and general management positions with Genlyte. From August 1988 until May 1992, Mr. Eftekhar was responsible for sales, marketing and manufacturing activities of Lightolier. From January 1983 to July 1988, he served as President of the commercial division of Lightolier. Mr. Eftekhar's entire career has been focused in the lighting industry. He is currently a member of the American Lighting Association and previously served as its Chairman.

William A. Trotman (63)
Mr. Trotman, an independent director as determined by the Genlyte Board under applicable NASDAQ Rules, was appointed to the Genlyte Board in the July 2006 meeting of the Genlyte Board and was nominated by the Genlyte Board on February 15, 2007 for election to the Genlyte Board by the stockholders at the April 19, 2007 annual stockholders meeting. Mr. Trotman retired as Chairman of Ferraz Shawmut headquartered in Newburyport, Massachusetts at the end of 2005. His retirement concluded a distinguished thirty-four year span with that company, during which he had served as President and Chief Executive Officer from 1991 - 2004. Mr. Trotman is a former member of the National Electrical Manufacturers Association. He is a graduate of Upper Iowa University.

I-5

Mr. Trotman is a member of the Compensation Committee and Audit Committee of the Genlyte Board.

John T. Baldwin (50)
Mr. Baldwin, an independent director as determined by the Genlyte Board under applicable NASDAQ Rules, was appointed to the Genlyte Board in March 2003 at a Special Meeting of the Genlyte Board, and was elected to the Genlyte Board by a majority of stockholders on April 24, 2003. Mr. Baldwin served as Senior Vice President and Chief Financial Officer of Graphic Packaging Corporation from September 2003 to August 2005, and as Vice President and Chief Financial Officer of Worthington Industries, Inc. from December 1998 to September 2003. He joined Worthington in 1997, as its Treasurer. Prior to Worthington, Mr. Baldwin served in various financial capacities at Tenneco Inc. in Greenwich, Connecticut, London, England, and Houston, Texas. He is a graduate of the University of Houston and the University of Texas School of Law. Mr. Baldwin also serves as a director and as chairman of the audit committees of Metals USA Holdings Corp., and its wholly-owned subsidiary, Metals USA, Inc. He is a member of the Compensation Committee and Chairman of the Audit Committee of the Genlyte Board.

Robert D. Nixon (56)
Dr. Nixon, an independent director as determined by the Genlyte Board under applicable NASDAQ Rules, was appointed to the Genlyte Board at the December 2001 meeting of the Genlyte Board and was first elected to the Genlyte Board by a majority of the stockholders on April 25, 2002. Dr. Nixon is Associate Dean of the College of Business, University of Louisville, currently holds the Fischer Family Chair in Family Entrepreneurship, and is an Associate Professor of Management. From July 1994 to June 2001, he was an Assistant Professor, A.B. Freeman School of Business, and member of the Graduate School Faculty, Tulane University. Dr. Nixon has had an extensive business management career, serving as co-founder and director of First Charter Mortgage, co-founder and President of Telnet Telecommunications, co-founder and managing General Partner of Aluminum Recycling Company, and President of Wincor Development, Inc. Dr. Nixon received his Ph.D. from Texas A&M University in 1995, and his B.S. degree from Brigham Young University in 1975. He is a member of the Genlyte Audit Committee and Chairman of the Compensation Committee.

Board and Committee Meetings; Committee Matters Generally

        During 2006, the Genlyte Board met five times for regular meetings and held two special meetings via teleconference. In addition, the directors received and reviewed monthly reports of Genlyte's financial performance, and confer frequently with management on an informal basis to discuss Company affairs. The Genlyte Board has established standing Audit and Compensation Committees.

I-6

Notes to Table:

1)

(I) Independent Director, (C) Committee Chairman

2)

C# Mr. Engelman served as Chairman of the Audit Committee until April 20, 2006 and Mr. Baldwin was appointed Chairman on April 20, 2006. Mr. Engelman resigned from the Genlyte Board on October 2, 2006.

Audit Committee

        The Genlyte Board adopted an Audit Committee Charter in 2003 that is reviewed annually and has established that the Audit Committee has the sole and direct responsibility and authority for the appointment of its independent registered public accounting firm to audit Genlyte's financial statements and to perform services related to the audit, review the scope and results of the audit with the independent registered public accounting firm, and to oversee the accounting and financial reporting processes. The Charter is available on Genlyte's website at http://www.genlyte.com/pdf/ auditcommitteecharter.pdf. Members of this committee are Messrs. Baldwin, Trotman (appointed July 21, 2006) and Nixon, with Mr. Baldwin appointed as Chairman effective April 20, 2006. Mr. Engelman served on the Audit Committee as Chairman until April 20, 2006. Due to his continuing health problems he resigned from the Genlyte Board effective October 2, 2006. During 2006, the Audit Committee met five times for regular meetings and held three special teleconference meetings. Genlyte certifies that it has and will continue to have an Audit Committee of at least three members each of whom must: (a) be independent under applicable NASDAQ Rules, (b) not have participated in the preparation of the financial statements of Genlyte or any subsidiary at any time during the past three years, and (c) be able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. Additionally, Genlyte certifies that it has, and will continue to have, at least one member of the Audit Committee who has employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background that results in the individual's financial sophistication, including being or having been a chief executive officer or other senior officer with financial oversight responsibilities (herein "Financial Expert"). Mr. Baldwin is an independent director as determined by the Genlyte Board under applicable NASDAQ Rules. The Genlyte Board designated Mr. Baldwin as the Audit Committee's Financial Expert.

I-7

Compensation Committee

        The Compensation Committee of the Genlyte Board was comprised during fiscal 2006 of John T. Baldwin, David M. Engelman (served January 1, 2006 through October 2, 2006), William A. Trotman (appointed July 21, 2006) and Robert D. Nixon, with Mr. Nixon serving as Chairman. All Committee members are independent directors. The Committee, operating under its charter (available on Genlyte's website— www.genlytegroup.com/corporate governance/compensation committee charter ) adopted by the Genlyte Board, reviews and recommends the compensation arrangements for all Named Executive Officers ("NEOs"), approves such arrangements for other senior level employees including each division general manager, and administers and takes such other actions as may be required in connection with the compensation plans of Genlyte and its operating subsidiaries. The Genlyte Board reviews and approves recommendations made by the Compensation Committee relating to the compensation of Genlyte's executive officers and division general managers, except that stock option grants for such executives and salaried employees, and the salary of the Chief Executive Officer, are made and set at the sole discretion of the Compensation Committee.

Objectives of the Committee

        The overall objectives of Genlyte's compensation programs are to provide competitive pay for competitive performance and superior pay for superior performance. Each component of the compensation program is designed and administered to ensure that the executive compensation program and related policies support the overall objective of enhancing stockholder value through the profitable management of its operations. To achieve this goal, the following specific objectives serve as guidelines for compensation decisions:

•

Align the interests of employees with the long term interests of stockholders;



•

Provide a competitive total compensation framework that enables Genlyte to attract, retain and motivate key executives who will contribute to Genlyte's success;



•

Ensure that compensation programs are linked to performance on both an individual and operating unit level; and



•

Reward employees for results rather than simply on the basis of seniority, tenure or other entitlement.

Management's Role

        Management's role in the compensation process involves working with the Compensation Committee and providing relevant information to assist the Committee in fulfilling its role and responsibility outlined in the Compensation Committee Charter. The primary aspects of management's role are:

•

Assisting the Committee in establishing the agenda for committee meetings, preparing the necessary information, and providing the information in advance of the meeting to permit proper advance review.



•

In advance of respective scheduled merit increases for each Executive Officer and division general manager, providing the Committee with a copy of the individual's written self-evaluation, President and CEO's evaluation, the individual's history for each compensation component, current market benchmarking data for the respective position and the President and CEO's recommendation.



•

Periodic detailed projections on the short term Management Incentive Compensation ("MIC") program based on Genlyte's actual performance.

I-8

•

Recommendations for long-term incentive awards.

        In addition the following information is provided on a scheduled annual basis:

•

At the October Compensation Committee meeting, the Committee receives and reviews a survey of projected pay increases for the upcoming year, reviews management's recommendation based on this data and approves the overall average increase to be incorporated into the annual budgeting process for all salaried employees.



•

Tally sheets setting forth the total compensation for each NEO.



•

Successor plans.



•

Any special data summaries, analysis or reports as requested by the Committee.

Components of Compensation

        Genlyte's compensation strategy incorporates a combination of cash and equity-based compensation as follows:

•

A performance management system that relates individual base salary changes to a formal process in which individual performance is reviewed, discussed and evaluated.



•

Short-term incentive programs that provide executives with the opportunity to add substantial variable compensation to their annual base salaries through attainment of specific, measurable goals intended to encourage high levels of organizational performance and superior achievement of individual objectives. These short-term incentive payments for 2006 were made during the first quarter of calendar 2007.



•

Long-term incentive opportunities in the form of stock options in which rewards are linked directly to stockholder gains. Genlyte believes that its Stock Option plan is a way to attract, retain and motivate employees. Stock options offer a long-term incentive for employees to reach performance objectives creating ownership attitudes and enhancing stockholder value. These long-term incentive payments in the form of stock option grants are at the discretion of the Compensation Committee.

        During 2006 the Compensation Committee reviewed and recommended the compensation arrangements for all executive officers, approved such arrangements for other senior level employees, and administered and took such other action as required in connection with the compensation plans. Members of this committee are Messrs. Nixon, Trotman (appointed July 21, 2006) and Baldwin, with Mr. Nixon serving as Chairman. Mr. Engelman served on the Compensation Committee until his resignation from the Genlyte Board effective October 2, 2006. During 2006, the Compensation Committee met five times for regular meetings.

        In December 2003 the Genlyte Board, after considering securities laws, regulations and NASDAQ Rules, determined that any person thereafter nominated for appointment and/or election to the Genlyte Board must first be recommended for the entire Genlyte's Board selection by a majority of the independent directors as the term "independent director" is defined under applicable NASDAQ Rules, and must otherwise meet all legal criteria for Genlyte Board's membership. The Genlyte Board also determined that in selecting any person for membership on the Genlyte Board, the Genlyte Board shall take into consideration the makeup of the Genlyte Board at the time of such person's nomination in light of applicable laws, regulations and rules, including those pertaining to percentage of independent directors on the Genlyte Board. Genlyte certifies that this process regarding nominations to the Genlyte Board has been adopted by Genlyte Board resolution. Given these determinations by the Genltye Board, particularly the required role of the independent directors in the nominating process, and that the entire Genlyte Board would perform the nominating function only after the independent

I-9

directors have recommended a nominee, the Genlyte Board determined in December 2003 to dissolve the standing Nominating Committee.

        Independent directors met in executive session (where no members of management were present) on a regular basis during 2006.

Compensation Committee Interlocks and Insider Participation

        There are no members of the Compensation Committee who were officers or employees of Genlyte or any of its subsidiaries during the 2006 fiscal year or formerly officers of Genlyte or any of its subsidiaries. There were no interlocks or insider participation between any member of the Genlyte Board or the Compensation Committee and any member of any other board or compensation committee of another company.

(1)

According to the Schedule 13G filed on January 10, 2007 and furnished to Genlyte by Columbia Wanger Asset Management, L.P., (WAM) the 3,130,000 shares reported therein were acquired on behalf of discretionary clients of WAM including Columbia Acorn Trust and that persons other than WAM and WAM Acquisition GP Inc., the general partner of WAM, are entitled to receive all dividends from, and all proceeds from the sale of these shares.

(2)

According to the Schedule 13G filed on February 14, 2007 and furnished to Genlyte by FMR Corp., various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock of Genlyte. The interest of Fidelity Low Priced Stock Fund, an investment company registered under the Investment Company Act of 1940, in the Common Stock of Genlyte, amounted to 2,805,400 shares.

(3)

According to the Schedule 13G filed on August 9, 2007 and furnished by Adage Capital Partners, L. P. (ACP) to Genlyte, Adage Capital Partners GP, L.L.C. (ACPGP) is the general partner of ACP, and has the power to direct the affairs of ACP, including decisions respecting the disposition of the shares of common stock. Phillip Gross and Robert Atchinson are the Managing Members of

I-10

Adage Capital Advisors, L.L.C., the Managing Members of ACPGP, and in that capacity direct ACPGP's operations.

        The following table presents information regarding beneficial ownership of Genlyte Common Stock by each member of the Genlyte Board, the NEOs, and all directors and executive officers as of November 25, 2007.

**

The percentage of shares owned by such Director or named officer does not exceed 1% of the issued and outstanding Genlyte Common Stock.

(1)

Includes 70,500 shares of Genlyte Common Stock, which may be acquired upon the exercise of options, which are presently exercisable.

(2)

Includes 122,500 shares of Genlyte Common Stock, which may be acquired upon the exercise of options which are presently exercisable.

(3)

Includes 5,000 shares of Genlyte Common Stock, which may be acquired upon the exercise of options, which are presently exercisable.

(4)

Includes 135,000 shares of Genlyte Common Stock, which may be acquired upon the exercise of options, which are presently exercisable.

(5)

Includes 72,500 shares of Genlyte Common Stock, which may be acquired upon the exercise of options, which are presently exercisable.

(6)

Includes 52,500 shares of Genlyte Common Stock, which may be acquired upon the exercise of options, which are presently exercisable.

(7)

Includes 458,000 shares of Genlyte Common Stock, which may be acquired upon the exercise of options which are presently exercisable.

        The number of shares beneficially owned by each entity, person, current director or NEO is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Beneficial ownership includes any shares that the individual has the right to acquire through the exercise of any stock option or other right, as of November 25, 2007. Unless otherwise indicated, each person has sole investment and voting power, or shares such powers with his or her spouse, or dependent children within his or her household with respect to the shares set forth in the following table. Unless otherwise indicated, the address for all current executive officers and directors is c/o The Genlyte Group Incorporated, 10350 Ormsby Park Place, Suite 601, Louisville, KY 40223.

I-11

COMPENSATION OF DIRECTORS

        During 2006 each director, other than any director employed by Genlyte, received a retainer of $17,500 and $2,500 for each meeting of the Genlyte Board attended.

        Directors employed by Genlyte are not paid any fees or additional compensation for services rendered as members of the Genlyte Board or any of its committees. Under the Genlyte 2003 Stock Option Plan, each director, other than any director employed by Genlyte, upon first election is granted options to purchase 10,000 shares of common stock. Upon subsequent re-election, each director is granted options to purchase 5,000 shares subject to the director holding at least 3,000 shares as of the date of re-election. On December 14, 2006, the Compensation Committee of the Genlyte Board approved a change to the fees payable to members of the Genlyte Board who are not employees of Genlyte and are not affiliated with one of Genlyte's principal stockholders. Effective January 1, 2007, each independent director received an annual retainer of $36,000 paid monthly that reflects such director's complete, annual compensation.

Notes to Table:

         Column D shows the FAS 123R value for 5,000 shares awarded to Mr. Baldwin and Engelman upon re-election to the Genlyte Board effective April 20, 2006. Mr. Trotman was appointed to the Genlyte Board on July 21, 2006 and awarded 10,000 shares per the 2003 Stock Option Plan.

         Directors, including those employed by Genlyte, who also serve on the Board of Directors of Canlyte Inc., a wholly-owned subsidiary of Genlyte, were compensated for attendance at such meetings until December 31, 2005. Effective January 1, 2006 neither Mr. Powers nor Mr. Eftekhar received any compensation for serving on the Board of Directors of Canlyte Inc.

         All directors, other than Mr. Engelman, served as directors for the entire 2006 fiscal year.

         Directors who are employed by Genlyte do not receive any compensation for their Board activities.

I-12

COMPENSATION DISCUSSION AND ANALYSIS

        For fiscal year 2006, Genlyte's compensation programs consisted of:

Base Salary

        Salary pay levels within Genlyte are evaluated annually to ensure they are competitive in the marketplace. The Compensation Committee uses commercially published surveys(1) prepared by established compensation consulting firms to assure that base compensation levels are positioned relative to the range that is generally paid to executives having similar levels of experience and responsibility at companies of comparable size and complexity. Data is drawn from the electric lighting equipment and supply industry as well as general industry survey data for durable goods manufacturers of comparable size. In addition, the committee receives and reviews annually a survey benchmarking the compensation of its NEOs to those of its key competitors(2), the data obtained and summarized from public filings. Consideration is also given to other factors such as individual performance and potential. By policy, employees whose base pay is less than $100,000 annually are evaluated annually; those with a base pay greater than $100,000 but less than $200,000 annually are evaluated every eighteen months; and those with a base pay of $200,000 annually or greater are evaluated every twenty-four months. The Compensation Committee has the discretion to approve, increase, or lower the recommendation based upon its review.

(1)

Watson Wyatt Data Services, Survey Report on Top Management Compensation 2005/2006. Compensation data for each NEO position functioning within a For-Profit Durable Goods Manufacturing Organization with comparable annual sales scope. Genlyte is an annual subscriber to the data service.

(2)

Published Annual Proxy Compensation Data for Key Lighting Competitors including but not limited to Cooper Industries, Thomas & Betts, Hubbell Incorporated, Acuity Brands, and LSI Industries Inc.

Short-Term Incentives

        Executive Officers, division general managers and other key employees of Genlyte participate in a short-term Management Incentive Compensation ("MIC") program that rewards the achievement of aggressive profit and profit-related objectives. These employees are afforded an opportunity to earn substantial variable compensation each year through participation in the MIC program. The MIC program is an important component of total compensation at Genlyte. MIC fosters constant focus on those key strategies and objectives that contribute to and drive business growth and enhance performance rather than maintaining the same level of performance. The MIC program is designed to promote entrepreneurial management and spirit. The MIC concept recognizes that each member of the management team has within his/her span of control a number of important, non-routine objectives that contribute to the growth and performance of Genlyte. The MIC program encourages the management team to continually identify, quantify, and achieve specific stretch targets and goals that require extra effort to achieve and drive business growth and enhanced performance. The MIC program is not to be confused with a profit sharing program under which rewards are generally distributed without regard to individual performance. MIC participants are rewarded only for results. The more important and significant the results, the greater the financial rewards.

        The MIC program rewards performance only to the extent that performance is also realized by stockholders. The chief financial measurements included are Sales, Earnings Per Share (EPS), Earnings Before Interest and Taxes (EBIT), and Return on Capital Employed (ROCE). Consideration is given to past financial performance as a means to ensure that enhanced business results are achieved. In addition participants are assigned goals based on specific job responsibilities. Each goal specifies what is to be accomplished, how it will be measured and the expected date(s) for completing the objective.

I-13

In order to maximize results, objectives are established at a "stretch" level of performance above normal expectations and prior year's performance. The Compensation Committee receives and approves the individual goals for the President and CEO at the beginning of the year. They have the discretion to add, amend or change any goal and its relative weighting of importance. Since the MIC program is a top down process, once the goals for the President and CEO are approved, individual goals are then established for all other Executive Officers, and also serve as a template for the goals of all division general management and their key employees. The President and CEO receive and approve the individual goals of all Executive Officers, division general managers, and other key members of the management team.

        Progress towards the completion of goals is formally reviewed and evaluated in writing three times each year, and at review meetings conducted with each participant. The Compensation Committee reviews the performance of the President and CEO. The performance of the Executive Officers and division general managers is reviewed by the President and CEO. During a review meeting, the objectives and results are discussed and each participant's reviewer assigns his/her percentage score to each objective indicating the formal assessment of results achieved. Following each review meeting, the participant receives a written summary of the discussion and review. The final review serves as the basis for the recommended MIC award.

        Specific formulas have been developed to determine eligibility for MIC. These formulas are based on profit or profit-related objectives established for each business unit at the beginning of each performance year. The sum total of all Genlyte MIC awards is limited by policy to a maximum of 15% of Genlyte's pre-tax earnings.

        In 2006, the Compensation Committee and the Genlyte Board reviewed and approved the renewal of the MIC program, related policies, and all recommended MIC awards. A copy of the Organization Management Goals/Management Incentive Compensation ("OMG/MIC") program can be found at Genlyte's website www.genlytegroup.com/corporate governance/OMG/MIC Program Guide .

Long-Term Incentives

        Genlyte believes that the interests of stockholders and executives become more closely aligned when such executives are provided the opportunity to acquire a proprietary interest through ownership of Common Stock. Through the Genlyte 2003 Stock Option Plan, Executive Officers and key management employees are granted options to purchase Genlyte stock and maintain significant share ownership within the parameters of the program administered by the Compensation Committee of the Genlyte Board. Under the specific terms of the Genlyte 2003 Stock Option Plan, fifty percent (50%) of an option granted is exercisable after two years and one hundred percent (100%) three years following the date of grant. The option exercise price is set and has at all times in the past been set at one hundred percent (100%) of the fair market value (close of business stock price) on the grant date approved and granted by the Compensation Committee of the Genlyte Board. Recommendations for awards are now reviewed by the Compensation Committee annually at each April meeting. Recommendations for newly hired or promoted individual employees are reviewed at the meeting closest to the hire or promotion date. Recommendations for independent directors will be in accordance with the terms of the 2003 Stock Option Plan. The Compensation Committee has the discretion to approve, increase, or lower recommendations based upon its review.

Benefits

        All other benefits afforded Executive Officers are the same as offered to all domestic salaried employees as outlined by written Human Resource policies. Certain salaried employees employed by Genlyte, and certain hourly employees covered by collectively bargained agreements, continue to participate in defined benefit retirement programs. All domestic salaried employees hired on or after

I-14

December 31, 1999, certain salaried employees employed previously by Thomas Industries, and certain hourly employees only participate in a defined contribution retirement program. Canadian and European retirement programs mirror domestic programs as closely as applicable regulations permit. While health and ancillary insurance provided may vary by plan design and location employed, the plans are consistent for all the Executive Officers and all other salaried employees in those respective locales. Genlyte has no written employment agreements with the NEOs except as described in the Employment Protection Agreements in this section or in the Schedule 14D-9 to which this Information Statement forms Annex I.

Tax Deductibility of Pay

        Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Tax Code"), places a limit of $1,000,000 on the amount of certain compensation that Genlyte may deduct in any one year with respect to any of its NEOs or employees. The Compensation Committee of the Genlyte Board has not adopted a policy requiring all compensation to be deductible.

Compensation Analysis by Component

Base Salary

        The base salary for each NEO per policy is evaluated by the Compensation Committee every twenty-four months. Effective January 1, 2006 the Compensation Committee evaluated Mr. Powers and recommended a $55,000 salary increase on his $500,000 base (i.e., 5.357% average per year). The Compensation Committee approved base salary increases for the other NEOs as follows: Mr. Eftekhar, effective May 1, 2006 received a $25,000 salary increase on his $275,000 base (i.e., 4.447% average per year); Mr. Ferko, effective November 25, 2005 received a $25,000 salary increase on his $245,000 base (i.e., 4.978% average per year); Mr. Schneider effective January 1, 2005 received a $10,000 salary increase on his $205,000 base (i.e., 2.410% average per year) and effective January 1, 2007 received a $10,000 salary increase on his $215,000 base (i.e., 2.999% average per year); and Mr. Zaccagnini effective January 1, 2006 received a $10,000 salary increase on his $190,000 base (i.e., 2.598% average per year). Each NEO is scheduled for a base salary review twenty-four months from the effective date shown. In reviewing and prior to approving the salary increases, the Compensation Committee considered each of the NEOs continuing qualifications, experience, scope of responsibilities and future potential, achievement of goals and objectives, overall individual performance and company performance during the term of review. Benchmarked data for competitive salary practices at peer companies was also considered. The Compensation Committee reviewed benchmark data from the Watson Wyatt Survey Report that indicated that Mr. Powers' base salary falls under the 25th percentile, Mr. Eftekhar under the 75th percentile, Mr. Ferko under the 25th percentile, Mr. Schneider under 75th percentile, and Mr. Zaccagnini under the median—50th percentile. The committee also benchmarked base salaries to the information provided from the Key Lighting Competitor survey. The Compensation Committee was satisfied that the benchmarking data supplied was sufficient to evaluate base salaries. A major consideration in reviewing and approving base salary increases is the actual performance of the individuals and the financial performance of Genlyte covering the term of the evaluation periods. The

I-15

key financial measures of performance for the period covered by the evaluations are summarized in the table below:

Short-Term Incentive

        At the July, October, and December Compensation Committee meetings, management supplied the preliminary MIC payout forecast. This forecast indicated the preliminary MIC payouts based on year-to-date financial performance and the forecasted financials through the balance of the year. In addition, the forecasted MIC payouts were based on the calculation formulas and assumed nominal ratings of eighty-five percent (85%) for individual's performance to established goals. At the December meeting the Compensation Committee approved the preliminary MIC payout. The Genlyte Board at the recommendation of the Compensation Committee passed a resolution approving the payout stipulating that when finalized at the following February 2007 meeting, the payout provided would not vary more than plus or minus ten percent (except as necessary to meet the maximum ratio test of 15% of pre-tax income).

        The 2006 stretch financial goals as approved by the Compensation Committee and for which each participant's performance was measured were as follows:

•

Net Sales Revenue—An increase of ten percent (10%) over prior year actual



•

EBIT—An increase of ten percent (10%) over prior year actual



•

EPS—Achieving $3.40 per share (13.7% over prior year actual)



•

Compensation Cost as a percent to Sales—Reduced at each Division and Company wide from 20% to 19.7%

I-16

•

Sales per Employee—Improved 7% over prior year actual

        At the completion of the year, the Compensation Committee reviewed actual financial performance against the targets. These financial results were used in the formal calculation of the awards. In addition the Compensation Committee Chairman, Mr. Nixon, reviewed the individual performance of Mr. Powers, President and CEO, and scored his performance against each of the goals and objectives. The Compensation Committee approved the MIC payouts that are reflected in the Summary Compensation Table.

        Considering the intent of the MIC program, the formal process used to administer the program, the financial performance against previously approved goals, and evaluation of the non-financial objectives, the Compensation Committee agreed the rewards were in accord with the purpose and intent of the program. The MIC payout is not paid until financials have been reviewed by Genlyte's external auditors. If any of the financials are later restated or adjusted in a manner that affected the MIC payout reducing the amount paid, that amount will be deducted from the next eligible MIC payout.

Long-Term Incentives

        In recognition of Genlyte's outstanding performance in fiscal year 2005 and record 2006 First Quarter Sales and Earnings, the Compensation Committee granted 168,000 stock options to Executive Officers and employees as a group on April 20, 2006. The number of the options granted to each employee was based on the value of his or her contribution to the prior year performance, his or her scope and responsibility, and his or her individual performance. In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R (Revised 2004), "Accounting for Stock Based Compensation" ("SFAS No. 123R"). Due to adoption of SFAS No. 123R, the total number of options granted was reduced in 2006 as compared to previous periods. The Compensation Committee also reviews the amount of awards granted to the peer group as indicated in the previously footnoted Key Lighting Competitor Survey, and in the context of total compensation before approving the 2006 awards. The Compensation Committee has full discretion to approve, increase or lower management's recommendations.

Total Compensation

        Each component of compensation is reviewed by the Compensation Committee that considers its impact on the total compensation paid to the NEO. The benchmarked survey data previously outlined is continually updated, reviewed and considered in context to the total when changes to any of the compensation components are being recommended.

I-17

Summary Compensation Table

        The following table sets forth information concerning annual, long-term and other compensation for services in Genlyte of those persons who were, on December 31, 2006, (i) Chief Executive Officer, (ii) Chief Financial Officer and (iii) the three most highly compensated other executives:

Shares, strike price and value per share have been adjusted for the May 9, 2005 2-for-1 stock split

Column (g)—Represents amount earned under the MIC program for the fiscal year. Amount shown for each year is paid during first quarter of the following year.

Column (h)—Mr. Powers and Mr. Eftekhar participate in the Defined Benefit Retirement Program. The change in pension value reflects a change in the interest rates used to determine present values, in addition to salary and service accruals. The interest rates used to determine the present value reflect the rates used in the year-end FAS disclosures for the Genlyte Thomas Retirement Plan. The rates at year-end 2004, 2005 and 2006 are 5.81%, 5.43% and 5.74%, respectively.

Column (i)—See detailed "All Other Compensation Table"

I-18

Other Annual Compensation from Summary Compensation Table

        The following table contains a breakdown of the compensation and benefits included under All Other Compensation in the Summary Compensation table above.

Notes to Table:

Column (a)—Represents personal use of company car by the respective NEO.

Column (b)—Represents Genlyte's matching contributions to the Retirement Savings and Investment—401(k) plan.

Column (c)—Reflects discretionary Performance Plus contributions under the Retirement Savings and Investment plan.

Column (d)—Reflects Director fees paid for serving on the Canlyte Board—ceased December 31, 2005.

Column (e)—Reflects the value of life insurance and accidental death and dismemberment premium.

Column (f)—Reflects payment of annual physical procedures not covered by Group Health Insurance Plan for Mr. Powers in 2006 and 2004. For Mr. Schneider and Mr. Zaccagnini reflects interest on former Thomas Supplemental Profit Sharing Plan—see Nonqualified Deferred Compensation Table.

Column (g)—In accordance with the "Purchase Agreement" with Thomas Industries ("Thomas") dated May 20, 2004 all options to purchase Thomas common stock and Stock Appreciation Rights (SARS) granted by Thomas and held by employees of Genlyte Thomas Group became fully vested on July 31, 2004 after consummation of the closing and expired as of December 31, 2004. Figures shown reflect compensation attributable to the exercise of Thomas options and (SARS) in 2004. In accordance with "Emerging Issues Task Force Issue 00-12, Accounting by an Investor for Stock-Based Compensation Granted to Employees in an Equity Method Investee," Genlyte Thomas Group recorded an offsetting gain for the Thomas contribution; therefore Genlyte's financial results are not impacted by the Thomas options and (SARS) grants. Genlyte recognized $24,272 expense for payroll taxes associated with the exercise of Thomas options and SARS in 2004.

I-19

Grants of Plan Based Awards

        The following table sets forth information concerning the stock options granted in 2006 pursuant to the 2003 Stock Option Plan.

Grants of Plan-Based Awards Table
For the Years 2004-2005-2006

Notes to Table:

Column (b)—Reflects Date Approved by the Genlyte Board

Column (j)—Reflects the number of shares approved

Column (k)—Reflects the Exercise Price based on the market closing price on the date granted