REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Pension and Benefits Committee
Genlyte Thomas Retirement Savings
and Investment Plan
Louisville, Kentucky
We have audited the accompanying statements of net assets available for benefits of the Genlyte Thomas Retirement Savings and Investment Plan as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the changes in its net assets available for benefits for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic 2005 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2005 financial statements taken as a whole.
Crowe Chizek and Company LLC
South Bend, Indiana
June 10, 2006
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GENLYTE THOMAS RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Genlyte Thomas Retirement Savings and Investment Plan (“the Plan”) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.
General: The Plan is a defined contribution plan sponsored by Genlyte Thomas Group LLC (“the Company”). Prior to July 2005 the Plan held as investments the common stocks of two members of the Company, The Genlyte Group, Inc. and Thomas Industries, Inc. In July 2005, Thomas Industries, Inc. was acquired by Gardner Denver, Inc. As a result of the acquisition, all Thomas Industries, Inc. stock was sold and shares in the plan were transferred to the Putnam Money Market Fund. Post July 2005 the Plan held as investments the common stock of The Genlyte Group, Inc. The Plan is subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA).
Participation: Salaried participants are eligible to participate in the Plan upon commencement of employment. Hourly and collective bargaining employees, if stated in the collective bargaining agreement, are eligible to participate on the January 1 or July 1 following the completion of six months of service.
Contributions: Participants may contribute up to 15% of pretax annual eligible compensation (25% of compensation for non-highly compensated participants). Participants may also contribute amounts representing distributions from other qualified plans. The Plan allows eligible participants to make catch-up contributions in accordance with IRS regulations. Participants direct the investment of their contributions into various investment options offered by the Plan. Eligible salaried participants and certain hourly participants who have completed 12 months of service will receive matching contributions of 50% of deferrals up to a maximum match of 3% of compensation. Additional employer contributions are permitted at the discretion of the Company. Employee deferrals and Company contributions are subject to certain limitations.
Participant Accounts: Each participant’s account is credited with the participant’s own contribution and allocation of the Company’s contribution and the Plan’s earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting: Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the remainder of their account plus earnings thereon is based on years of continuous service. A participant is fully vested after six years of credited service. A participant is entitled to 100% of his or her account balance upon retirement, death, or disability.
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Forfeitures: During 2005 and 2004, forfeited accounts of $194,541 and $210,389 were used to reduce employer contributions. At December 31, 2005 and 2004, $40,296 and $25,582 was available to be used in the future.
Investment Options: Each participant may direct their contributions into any of the investment options available under the Plan, including the common stock of Genlyte Group, Inc.
Payment of Benefits: On termination of service due to death, disability, or retirement, a participant will receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account. Distributions are made in Genlyte Group, Inc. common stock to the extent the participant’s account is invested in this stock, unless the participant elects to receive cash. The remainder of their account is to be paid in a single lump sum. In the event of a qualified financial hardship, the plan administrator can allow a participant to withdraw an amount to the extent of the participant’s immediate and heavy financial need with consideration of his or her vested account balance.
Transfer of Assets to Another Plan: In 2005, assets were transferred to the Genlyte Thomas Consolidated Thrift Savings Plan for Hourly Employees. The transfer is due to the employment status change of certain employees.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements are prepared on the accrual basis of accounting.
Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.
Risks and Uncertainties: The Plan provides for various investment options. The underlying investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of assets available for benefits.
Payment of Benefits: Benefits are recorded when paid.
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Administrative Fees: Administrative expenses of the Plan have been paid by the Company.
Investment Valuation and Income Recognition: The Plan’s investments are stated at fair value. Shares of mutual funds and common stock are valued using quoted market prices. Common collective trusts are valued at the net asset value of shares held by the Plan at year-end as determined by the trustee. Money market funds are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis recorded on the ex-dividend date. Dividends are recorded on the ex-dividend date.
Concentration of Risk: At December 31, 2005 and 2004, approximately 20% and 21% respectively, of the Plan’s assets were invested in Genlyte Group, Inc. common stock.
NOTE 3 - INVESTMENTS
Investments representing 5% or more of the Plan’s net assets at December 31 are as follows:
| | 2005 | | 2004 | |
Investments at fair value as determined by quoted market price: | | | | | |
Janus Advisor Balanced Fund | | $ | 5,634,822 | | $ | 5,150,101 | |
PIMCO Total Return Fund | | 6,498,537 | | 5,218,461 | |
Putnam Fund for Growth & Income | | 8,949,050 | | 7,847,631 | |
Putnam Voyager Fund | | 8,601,274 | | 8,088,366 | |
Putnam Asset Allocation-Balanced Portfolio | | 8,896,893 | | 9,773,967 | |
Putnam International Equity Fund | | 6,690,540 | | 5,538,598 | |
Genlyte Group, Inc. common stock | | 21,416,727 | | 15,827,879 | |
| | | | | |
Investments at fair value as determined by the trustee: | | | | | |
Putnam S&P 500 Index Fund | | 10,596,747 | | 10,172,867 | |
Putnam Money Market Fund | | 10,046,781 | | 6,865,320 | |
| | | | | | | |
During 2005, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
Mutual funds | | $ | 2,022,780 | | | |
Common/collective fund | | 470,500 | | | |
Common stock-related party | | 4,288,830 | | | |
| | $ | 6,782,110 | | | |
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NOTE 4 - PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event of the Plan’s termination, participants will become 100% vested in their accounts.
NOTE 5 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter dated June 7, 2002 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC) and therefore the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan has been amended since receiving the determination letter, however, the plan administrator believes the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
NOTE 6 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under the Department of Labor regulations as any fiduciary of the plan, any party rendering service to the plan, the employer, and certain others. Administrative expenses of the Plan have been paid by the Company. Party-in-interest investments held by the Plan include Genlyte Group, Inc. common stock totaling $21,416,727 and $15,827,879 at December 31, 2005 and 2004 (399,789 and 184,732 shares in 2005 and 2004), respectively, and Thomas Industries, Inc. common stock totaling $3,072,805 (76,974 shares) at December 31, 2004. The Plan recorded dividend income of $22,179 on Thomas Industries, Inc. common stock in 2005. In addition, the Plan holds interests in mutual funds and a money market fund managed by Putnam Investments and interests in common collective trusts managed by Putnam Fiduciary Trust Company. These investments reflect party-in-interest investments, as they are managed by the Plan’s trustee or an affiliate of the Plan’s trustee.
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