<PAGE>
                                                                    Exhibit 13.1

[PHOTO OF MACHINE]

                                                       Innovators in the dynamic
                                                          world of resuscitation

                             [PHOTO OF SALESPERSON]

[PHOTO OF POLICE OFFICERS]

                [PHOTO OF HEALTH CARE PROFESSIONAL WITH PATIENT]


ZOLL Medical 2002 Annual Report

                                                                     [ZOLL LOGO]
<PAGE>
ZOLL CORPORATE PROFILE

ZOLL Medical Corporation, headquartered in Burlington, MA, designs, manufactures
and markets an integrated line of proprietary, non-invasive resuscitation
devices and disposable electrodes. Used by health care professionals to provide
both types of cardiac resuscitation--pacing and defibrillation--these products
are essential in the emergency treatment of cardiac arrest victims, both inside
and outside the hospital. ZOLL also designs and markets software that automates
collection and management of both clinical and non-clinical data for emergency
medical service providers. ZOLL has operations in the United States, Canada,
United Kingdom, Germany, France, the Netherlands, and Australia, and business
partners in all of the world's major markets. For more information about ZOLL
and its products, visit the ZOLL web site at www.zoll.com.

Dear Shareholders, Customers and Employees:

In fiscal 2002, ZOLL achieved solid performance in each of its major markets:
Hospitals, Prehospital and International. Overall, we posted a strong 26%
increase in sales (to $150.2 million). Our earnings grew at an even faster
rate--35% (to $10.2 million, or $1.12 per diluted share)--as we leveraged
expenses. We were able to launch two major new products in a single year, expand
our distribution, add new partners, absorb some bumps in production and weather
some softness in the EMS market--and still perform well. We are pleased with
these results and are optimistic about what we will be able to achieve in the
new fiscal year.

As the resuscitation market grows in potential, it grows in complexity, and we
were active on many fronts during 2002. In the North American Hospital market,
we increased sales 31% (to $50.7 million), significantly outpacing our
competition and the segment as a whole. We attribute this success to the
broadening of our product offering, continued acceptance of our proprietary
biphasic defibrillation waveform, the advantages offered by our uniform
operating system and strengthened performance in national accounts--most notably
our Broadlane Group Purchasing Organization contract.

Our sales in the North American Prehospital market--which includes Public
Safety, EMS, fire, police, and public access sectors--grew 27% (to $47.0
million). While this increase was respectable, unit growth fell short of recent
gains, even with major wins in large EMS accounts. We benefited from the synergy
between our defibrillators and data management software products as our
RescueNet vision gained traction. At the same time, we saw some purchasing
delays in 2002 that may or may not resolve in 2003. We believe, however, that
with an expanded sales force, a broader line of data solutions for EMS and
growing acceptance of our new AED Plus defibrillator, we can strengthen our
results in the Prehospital/Public Safety market for the current fiscal year.

A major milestone for our company--one we consider essential for a strong
future--was the very successful launch of the new AED Plus for the first
responder and public access defibrillation (PAD) market. This product, with its
unique combination of advanced features, simple rescue graphics and proprietary
CPR Assist Technology--at an affordable price--represents a critical
breakthrough in automated external defibrillators. Introduced at the end of
March 2002, the AED Plus quickly gained wide acceptance and demonstrated our
ability to penetrate a diverse market using next-generation product design. By
the end of fiscal 2002,
<PAGE>
we had recorded $6.6 million in sales, gaining an approximate 7% share of the
PAD market. Representing the fastest growing area of resuscitation, the PAD
market segment is expected to total $160 to $180 million in 2003.

We are also pleased to note that in June 2002, we established a major
distribution agreement with General Electric Medical Systems (GEMS) for the AED
Plus. GEMS will bring the AED Plus to physicians' offices and clinics in the
United States, helping ensure that someday early defibrillation will be
available in every health care facility in the country.

Further, we launched a unique initiative--the AED Instructor Foundation--to
reach out to hundreds of thousands of dedicated first aid and CPR instructors
with a special model of the AED Plus. The Foundation provides the opportunity to
introduce early defibrillation to many potential users who would otherwise not
be served by traditional sales channels.

In fiscal 2002, we also delivered a strong performance in the International
segment of our business and outperformed the industry. We increased sales 31%
(to $33.2 million) in a market segment that grew markedly less--roughly 10%.
Clearly, both our direct sales and distributor channels are gaining more
strength, helping us achieve record results in many markets, including the
United Kingdom, Germany and Australia--three of the largest markets for our
products.

We look at the resuscitation market as being made up of numerous shifting and
synergistic opportunities, and we believe we are well positioned to continue
outperforming both the stronger and weaker segments. In the coming year, we will
expand and strengthen our participation in this exciting market, bringing solid
products to resuscitation that have the potential to both save lives and
increase shareholder value.

We will continue to take an end-to-end approach to resuscitation. We believe
such an approach--which focuses on extending continuity of care from first
response to hospital treatment, and broadening our product line beyond the
"shock"--will enable us to continue rapid growth. We thank you for sharing this
vision.

Sincerely,

/s/ Richard A. Packer

Richard A. Packer
Chairman and Chief Executive Officer

December 2002

[BAR CHART]

REVENUE FROM 1998 TO 2002

<TABLE>
<S>                   <C>
1998                  $ 58 million
1999                  $ 79 million
2000                  $106 million
2001                  $119 million
2002                  $150 million
</TABLE>
<PAGE>

FORCES ARE CONVERGING TO MAKE RESUSCITATION A HOT MARKET

The world is waking up to the potential to save lives--as many as half a million
each year--with early defibrillation. It is waking up to the fact that sudden
cardiac arrest is a public health problem of immense magnitude, for which the
lifesaving intervention of defibrillation is the only cure.

This awareness is triggering widespread response. New York and Pennsylvania are
the first states requiring AEDs (automated external defibrillators) in schools.
The Occupational Safety and Health Administration (OSHA) now recommends them for
the workplace. The Hartford insurance company has declared that not having an
AED in the workplace entails greater liability than having one. The Federal
Aviation Administration (FAA) has mandated them on all airlines. The Joint
Commission on the Accreditation of Healthcare Organizations (JCAHO) has been
examining resuscitation capability in both patient and public areas of hospitals
across the U.S.

AEDs are making their way into an increasing variety of places. Greater
awareness, strong advocacy and new technology are converging to solve a major
public health problem.

ZOLL...AN END-TO-END COMMITMENT

Recognizing the immensity of the challenge--and the opportunity--ZOLL has
developed a broad range of products, programs and distribution channels to
support early defibrillation, from public access to the hospital. ZOLL takes an
end-to-end approach, developing devices for the full spectrum of potential
responders--and connecting those devices with the most comprehensive software
systems in the business.

ZOLL offers today's most innovative products for early defibrillation and
pacing--the M Series, the new CCT for critical patient transport and the
groundbreaking AED Plus--in addition to a range of support capabilities for
skilled responders in hospitals, on ambulances and in other health care
settings.

REACHING AN INCREASINGLY DIVERSE MARKET

Just as superior technology platforms and products have played a key role in
ZOLL's success, so have the critical elements of reach and penetration. With a
team of 150 direct sales personnel and a network of over 130 distributors and
manufacturers' representatives, ZOLL has demonstrated it can penetrate an
increasingly diverse market--not only in the United States but also in the
United Kingdom, Germany, Australia, France, Canada, the Netherlands, Mexico,
Japan and now China. With a presence in virtually every existing and emerging
segment of resuscitation, ZOLL expects to remain at the forefront of this
expanding opportunity.

The following pages tell just the beginning of this exciting story.

[BAR CHART]

PROJECTED RESUSCITATION MARKET SIZE WORLDWIDE IN DOLLARS

<TABLE>
<S>            <C>
2002           $  757 million
2003           $  851 million
2004           $  960 million
2005           $1,089 million
</TABLE>


2
<PAGE>
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[PHOTO OF POLICE OFFICERS]


       "WE WERE PART of the focus groups that helped ZOLL design the new AED
        Plus. In addition to PRODUCT DESIGN INPUT, we have experienced sales,
        TECHNICAL SUPPORT and customer service that has exceeded our
        expectations. We now have about 60 AEDs in police programs and another
        32 in the community--ready to help SAVE LIVES."

               Liz Baggs, Emergency Management Coordinator, City of Carlsbad, NM


FACT:  Police often are first on the scene of sudden cardiac arrest. In the U.S.
alone, over 200,000 police vehicles should be equipped with defibrillators, yet
fewer than 25% have them onboard today. ZOLL is there with an AED that
can make these critical first responders more effective lifesavers.


                                                                               3
<PAGE>
A simple PUBLIC ACCESS DEFIBRILLATOR that will get USED

Worldwide, as many as a 1.5 million people die each year because they don't
receive early defibrillation or CPR, both proven lifesaving interventions. Many
people trained to use CPR don't use their lifesaving training when it is needed.
There are far from enough AEDs in place to provide immediate help. Now, however,
there is a ZOLL device specifically designed to overcome this grim reality and
enhance the public's access to early defibrillation--wherever and whenever it is
needed.

Using simplified graphic symbols and voice prompts (in 14 different languages),
the ZOLL AED Plus guides the responder through the entire rescue, on the spot.
With unequaled capabilities that even include CPR coaching and feedback, this
unique new AED has met with extremely strong market acceptance across the widest
range of users. The AED Plus should make significant inroads into the rapidly
growing public access defibrillator market.


[PHOTO OF HIGH SCHOOL STUDENTS]
[PHOTO OF MACHINE]


      "NEW YORK STATE decided that all SCHOOLS SHOULD HAVE an AED. We chose the
       ZOLL AED PLUS because of its simplicity and low cost. It made adding an
       AED to the school EASIER because of its COMMON SENSE design, local
       battery availability and help with both CPR and EARLY DEFIBRILLATION."

                        Jack Salerno, Sewanhaka Central High School District, NY


FACT: Hundreds of thousands of schools in the developed world could better
protect students and staff. Less than 1% of schools in the U.S. have
defibrillators. That means a potential for over 128,000 U.S. placements
alone--and ZOLL is there.


4
<PAGE>
      "Federated began an AED program back in 2001 with selective installation
       of units at some of our stores to protect both our associates and
       customers. We maintain AEDs in our unique Reinvent test store at Rich's
       Town Center in metro Atlanta, GA that showcases the future of retailing
       and customer expectations. Early defibrillation is the key to surviving
       cardiac arrest and we are pleased to be able to offer more than just
       CPR."

                         Chris Mizer, Senior Vice President Customer Operations,
                                                     Federated Department Stores


FACT: The 43,600 shopping malls, 636,285 businesses with more than 20 employees
and 190,000 physicians' offices in the U.S. alone represent just part of the
untapped PAD market. Worldwide, the potential is even higher--and ZOLL is there
with its AED Plus, the only unit that coaches a rescuer through lifesaving
resuscitation.

[PHOTO OF MACHINE]
[PHOTO OF SALESPERSON]


                                                                               5

<PAGE>
At the HEART of DEFIBRILLATION: ZOLL's proprietary BIPHASIC waveform

Now selected in 90% of all new ZOLL defibrillators sold, the Company's
proprietary Rectilinear Biphasic Waveform is the only biphasic waveform on the
market today that outperforms the traditional monophasic waveforms. It is the
only biphasic waveform for which the FDA has permitted this superiority claim to
be made.

Clinically, the major advantage of ZOLL's biphasic waveform is its demonstrated
ability to achieve successful defibrillation and cardioversion (restoration of
normal heart rhythm) at lower energy levels and higher rates than monophasic
devices. We believe this advantage will be a key factor in customer preference
for ZOLL devices, whether they are traditional devices like the M Series or new
models like the CCT or the revolutionary AED Plus.

                                                              [PHOTO OF MACHINE]
                [PHOTO OF HEALTH CARE PROFESSIONAL WITH PATIENT]
[PHOTO OF MACHINE]

      "Our hospital recently switched to ZOLL defibs. We selected the ZOLL
       pacing and biphasic for better patient care. We use the M series models
       for most units since it is a combined manual and AED unit. We have models
       for critical care and special procedures, and we even have the AED Plus
       in low acuity areas, in outpatient clinics and in community programs."

      Mary Anderson, Director of Emergency, Medical University of South Carolina

FACT: Wide differences in hospital resuscitation outcomes ranging from 3%-38%
have compelled hospitals to improve, expand and upgrade their resuscitation
programs. ZOLL is there--with uniform products for every health care setting,
data for better decision-making and its superior biphasic defibrillation
waveform technology.


6

<PAGE>
       "All our patients are critical and we now fly every one of them with the
       new ZOLL CCT. Weight and size are critical for aircraft use but
       ruggedness and reliability have to measure up to the battlefield
       conditions we work in every day. The ZOLL CCT meets the challenge better
       than anything else we have ever used."

                      Mr. Erhard Kaufhold, Director, Quick Air, Cologne, Germany

FACT: Sudden cardiac arrest and resuscitation are truly international concerns,
with new "best practice" guidelines in place and new technologies like early
defibrillation and biphasic waveforms common through Europe, Canada, Australia,
New Zealand, South Africa and Latin America. With its multilingual products,
including the AED Plus--ZOLL is there.

[PHOTO OF MACHINE]
                            [PHOTO OF AIR AMBULANCE]
                                                                               7

<PAGE>
ZOLL MEDICAL CORPORATION FIVE YEAR FINANCIAL SUMMARY


<TABLE>
<CAPTION>
                                                                     FISCAL YEAR
(000's omitted, except per share data)          2002         2001         2000         1999          1998
                                            --------     --------     --------     --------      --------
<S>                                         <C>          <C>          <C>          <C>           <C>
Income Statement Data:
Net sales                                   $150,227     $119,202     $106,336     $ 78,682      $ 57,520
Cost of goods sold                            65,274       52,684       46,351       32,486        24,268
                                            --------     --------     --------     --------      --------
Gross profit                                  84,953       66,518       59,985       46,196        33,252

Expenses:
  Selling and marketing                       48,645       38,208       31,238       24,364        20,152
  General and administrative                  11,193        9,605        8,606        7,422         6,239
  Research and development                    11,536       10,231        7,973        6,916         6,583
                                            --------     --------     --------     --------      --------
    Total expenses                            71,374       58,044       47,817       38,702        32,974
                                            --------     --------     --------     --------      --------
Income from operations                        13,579        8,474       12,168        7,494           278
Investment and other income (expense)          1,595        3,139        1,803          (45)          413
                                            --------     --------     --------     --------      --------
Income before income taxes                    15,174       11,613       13,971        7,449           691
Provision for income taxes                     4,944        4,051        5,169        2,010            18
                                            --------     --------     --------     --------      --------
Net income                                  $ 10,230     $  7,562     $  8,802     $  5,439      $    673
                                            ========     ========     ========     ========      ========
Basic earnings per common share             $   1.15     $   0.85     $   1.11     $   0.82      $   0.10

Weighted average common
  shares outstanding                           8,919        8,847        7,930        6,656         6,602
                                            --------     --------     --------     --------      --------
Diluted earnings per common and
  equivalent share                          $   1.12     $   0.83     $   1.07     $   0.79      $   0.10

Weighted average common and
  equivalent shares outstanding                9,158        9,097        8,231        6,893         6,647
                                            ========     ========     ========     ========      ========


Pro forma information(1):
  Historical income before taxes                                                   $  7,449
  Pro forma incremental operating costs                                                 272
                                                                                   --------
  Pro forma income before income taxes                                                7,177
  Pro forma provision for income taxes                                                2,402
                                                                                   --------
  Pro forma net income                                                             $  4,775
                                                                                   --------
  Pro forma diluted earnings per share                                             $   0.69
                                                                                   --------


Balance Sheet Data:
Working capital                             $119,110     $109,660     $101,991     $ 26,728      $ 21,678
Total assets                                $165,854     $144,388     $137,808     $ 59,687      $ 46,656
Total long-term debt,excluding
  current portion                                 --           --           --     $  2,069      $    446
Stockholders' equity                        $141,912     $131,437     $122,416     $ 41,222      $ 34,787
</TABLE>

(1)  Pro forma information reflects the effect of (i) incremental operating
     costs expected to be incurred by the Company as a result of the Pinpoint
     merger and (ii) the provision for corporate income taxes on the previously
     untaxed Subchapter S corporation earnings of Pinpoint.


8

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities at the date of our financial statements. Actual results may
differ from these estimates under different assumptions or conditions.
You should read the following discussion and analysis in conjunction with our
financial statements and related notes included herein.


2002 COMPARED TO 2001

Our net sales increased 26% in fiscal 2002 to a record $150.2 million, up from
$119.2 million in the prior year, reflecting continued growth of our core M
Series product, and the successful introduction to the market of our M Series
CCT ("Critical Care Transport") and AED Plus ("Automated External
Defibrillator") products.

Net sales to the North American Hospital market totaled $50.7 million, a 31%
increase in comparison to $38.6 million for the prior year. The increase is
primarily due to our ability to capture market share from our competitors and to
a growing acceptance of and desire for more fully featured units which include
more monitoring parameters. Our sales to the North American Prehospital market
increased 27% to $47.0 million, up from $36.9 million in the previous year.
Increases in this segment were primarily due to our data management software
revenues and distributor sales of our new AED Plus product.

Total North American sales increased 25% to $117.0 million in comparison to
$93.9 million for the same period a year earlier. In addition to the individual
factors described above, the following factors have contributed to the overall
growth in our North American sales: first, there is an increased demand for our
biphasic technology and as a result, 96% of all M Series sold during the current
year have incorporated our biphasic technology compared with 71% in 2001;
second, the introduction of our new AED Plus product has generated approximately
$6.6 million in sales in its initial year, of which approximately 79% were sold
in North America.

International sales increased 31% to $33.2 million in comparison to $25.3
million for the same period a year earlier. The increase in International sales
reflects continued growth particularly in continental Europe, the United Kingdom
and Australia. This is the result of continued investments in our international
infrastructure, a full year's sales from our direct operations in France and
Australia, increased sales through our European distribution partners and record
sales in the United Kingdom, which included large sales to the U.K. government,
which is upgrading its EMS systems.

Gross margins for fiscal 2002 increased to 56.5%, from 55.8% in fiscal 2001. The
increased margins are due to the introduction of our new CCT product, higher
demand for monitoring parameters and contribution from our data management
software products. These increases were partially offset by an increase in
international shipments, including sales to distributors, which typically carry
lower than average gross margins.

Selling and marketing expenses as a percentage of net sales remained consistent
at 32%. Compared to the year ended September 30, 2001, selling and marketing
expenses increased $10.4 million or 27.3% for the year ended September 29, 2002.
The increase in selling and marketing expenses reflects additions to the North
American Prehospital sales force, expenses related to our newest direct
distribution subsidiaries in France and Australia, and higher marketing costs
related to increased personnel and related activities in the international
markets and in support of the launch of our AED Plus product worldwide.

General and administrative expenses decreased as a percentage of net sales to
7.5% from 8.1%, as we continued to leverage our personnel and maximize our
information technology investments. General and administrative expenses
increased $1.6 million or 16.5% for the year ended September 29, 2002 compared
to the year ended September 30, 2001. The change from the comparable prior
period primarily reflects an increase in insurance premiums and professional
fees, which include litigation costs in defense of a patent infringement case.

Research and development ("R&D") expenses increased $1.3 million or 12.8% for
the year ended September 29, 2002 compared to the year ended September 30, 2001.
R&D expenses decreased as a percentage of net sales to 7.7% from 8.6%. Our
continued investment in R&D reflects significant resources devoted to our new
public access product, the AED Plus, biphasic clinical trial studies and
increased investments in future product development.


                                                                               9
<PAGE>
Investment and other income decreased to $1.6 million in fiscal 2002 as compared
to $3.1 million in the previous year. This decrease was primarily due to
declining interest rates, which were slightly offset by the increase in average
cash balances over the prior year.

Our effective tax rate decreased from 35% to 33% for the year ended September
29, 2002 as compared to the same period in fiscal 2001, reflecting increased
research and development credits stemming from the development of our M Series
CCT and AED Plus products.


LIQUIDITY AND CAPITAL RESOURCES

Our cash, cash equivalents and marketable securities increased from $61.5
million to $65.8 million, or approximately 7%, during fiscal 2002. Our cash and
cash equivalents at September 29, 2002 totaled $55.7 million compared to $45.3
million at September 30, 2001. In addition, we had short-term investments
amounting to $10.1 million at September 29, 2002 in comparison to $16.2 million
at September 30, 2001.

Cash provided by operating activities for the year ended September 29, 2002
decreased $253,000 to $11.9 million as compared to the year ended September 30,
2001. This net decrease was primarily attributable to increases in accounts
receivable and inventory, which were offset by an improvement in earnings and
increases in accounts payable and accrued expenses. Net income for fiscal 2002
increased 35.3% as compared to fiscal 2001. Accounts payable and accrued
expenses increased due to the timing of payments, increased inventory purchases
towards the end of the year and increased salaries and related personnel costs
due to the growth of the Company from the prior year. The increase in inventory
is due to increased sales volume and the development and launch of our CCT and
AED Plus products during fiscal 2002. The increased number of configurations
available for our M Series products requires us to carry higher levels of
inventory in order to help us meet volume orders towards the end of fiscal
periods. The increase in accounts receivable reflects increased sales over the
prior year.

Cash used in investing activities was $2.2 million for fiscal 2002 in comparison
to cash provided by investing activities of $28.6 million in fiscal 2001. This
reduction primarily reflects the conversion of fewer marketable securities to
cash in fiscal 2002 compared to the prior year. Property, plant and equipment
purchases increased $1.1 million from the prior year. This increase is due to
new tooling purchased for the manufacture of our AED Plus product and deployment
of demonstration units to our sales force. The increase of demonstration units
is due to a larger sales force than in the prior year and the introduction of
our AED Plus and CCT products in fiscal 2002.

Cash provided by financing activities was $609,000 for fiscal 2002 in comparison
to $780,000 in the previous year. The change reflects a lower number of stock
options exercised during the period.

During 2002, we changed the functional currency for the majority of our foreign
subsidiaries from the U.S. Dollar to the local currency. This change stems from
a majority of the foreign subsidiary cash flows now being denominated in the
local currency.

We maintain a working capital line of credit with our bank. Borrowings under
this line bear interest at the bank's base rate (4.75% at September 29, 2002).
The full amount of the $12.0 million line was available to us at September 29,
2002.

Our only significant commitments consist of operating leases. Our total lease
commitments are approximately $1.7 million, with $780,000 due in less than one
year, $855,000 due in one to three years and $33,000 due in four years.

We believe that the combination of existing funds, cash generated by operations
and amounts available under our existing line of credit will be sufficient to
meet our ongoing operating and capital expenditure requirements for the
foreseeable future.


LEGAL AND REGULATORY AFFAIRS

In March 2002, Cardiac Science, Inc. initiated a lawsuit against us asserting
that we infringed upon two patents owned by Cardiac Science. On November 25,
2002, we announced a settlement of that lawsuit. The settlement includes the
cross-licensing of a number of patents between us and Cardiac Science, Inc. We
will pay an initial licensing fee and certain ongoing royalties to Cardiac
Science, Inc.

We are also involved in the normal course of our business in various litigation
matters and regulatory issues, including product recalls. Although we are unable
to quantify at the present time the exact financial impact in any pending
matters, we believe that none of the pending matters will have an outcome
material to our financial condition or business.


10
<PAGE>
2001 COMPARED TO 2000

Our net sales increased 12% in fiscal 2001 to a record $119.2 million, up from
$106.3 million in the prior year, reflecting continued acceptance of the
full-featured M Series platform across each of our markets. This increase also
reflected an increase in sales of our monitoring parameters available on our M
Series platform and the effects of an expanded sales force in North America and
Europe.

Net sales to the North American market increased 11% to $93.9 million in fiscal
2001 from $84.7 million in fiscal 2000. Within North America, equipment sales to
the Prehospital market increased 32% to $36.9 million, reflecting increased
penetration of the M Series platform and the sale of additional monitoring
parameters. Equipment sales in the North American Hospital market decreased 5%
to $38.6 million as compared to $40.6 million in the prior year. We believe this
decrease reflected the fact that some customers accelerated prior year shipments
as a result of their Y2K preparation programs. We also believe this decrease
reflected uncertainty regarding the state of the U.S. economy which affected our
customers' capital spending. Our sales in the International market increased 17%
from the prior year to a record level of $25.3 million, reflecting strong gains
in our European, Far East and Latin American markets as we increased market
share.

Gross margins for fiscal 2001 decreased slightly to 55.8%, from 56.4% in fiscal
2000. This decrease reflected the fact that international revenues, which
include sales to distributors and typically carry lower margins, grew faster
than North American revenues.

Selling and marketing costs amounted to $38.2 million for fiscal 2001 compared
to $31.2 million for fiscal 2000, an increase of 22%. Our selling and marketing
costs as a percentage of sales increased from 29% in fiscal 2000 to 32% in
fiscal 2001. This increase reflected an increase in the number of our North
American Prehospital sales people and regional managers. We also increased our
marketing expenditures to support sales of our low-energy biphasic waveform and
additional monitoring parameters on our M Series platform. Internationally, we
continued to expand our direct sales force in Germany and opened a new direct
sales operation in France.

Research and development expenses increased to $10.2 million in fiscal 2001, a
28% increase over the previous year. Research and development expenses as a
percentage of sales increased from 8% in fiscal 2000 to 9% in fiscal 2001. These
increases resulted primarily from costs associated with developing our new ZOLL
AED Plus, a product targeted at the rapidly growing public access defibrillation
("PAD") market. Expenses also reflected the cost of developing our new M Series
CCT, a high-end defibrillator with full monitoring capabilities for the transfer
of critically ill patients. This was the first time we introduced two new
products at the same time.

General and administrative expenses increased to $9.6 million in fiscal 2001, a
12% increase over the prior year. This increase primarily resulted from an
increase in staff to support the Company's growth, including positions in our
MIS, Human Resources, and Credit and Collections departments.

Investment income increased to $3.1 million in fiscal 2001, up from $2.0 million
in the previous year. This increase was due to the increase in average cash and
marketable security balances over the prior year partially offset by a decline
in interest rates.

Our effective income tax rate declined from 37% in fiscal 2000 to 35% in fiscal
2001. This decrease in our effective tax rate reflected lower state income taxes
and utilization of research and development credits.


                                                                              11
<PAGE>
CRITICAL ACCOUNTING POLICIES

Our most critical accounting policies are defined as revenue recognition and
those that are reflective of significant judgments and uncertainties, and
potentially result in materially different results under different assumptions
and conditions. We believe that our most critical accounting policies are
limited to those described below. For a detailed discussion on the application
of these and other accounting policies, see Note A in the notes to the
consolidated financial statements.

REVENUE RECOGNITION

Revenues from sales of cardiac resuscitation devices, disposable electrodes and
accessories are recognized when a signed non-cancelable purchase order exists,
the product is shipped, title and risk have passed to the customer, the fee is
fixed and determinable, and collection is considered probable. Revenues are
recorded net of estimated returns.

We also license software under non-cancelable license agreements and provide
services including training, installation, consulting and maintenance, which
consist of product support services, periodic updates and unspecified upgrade
rights (collectively, post-contract customer support ("PCS")). Revenue from the
sale of software is recognized in accordance with the American Institute of
Certified Public Accountants ("AICPA") Statement of Position ("SOP") 97-2,
"Software Revenue Recognition," as amended. License fee revenues are recognized
when a non-cancelable license agreement has been signed, the software product
has been shipped, there are no uncertainties surrounding product acceptance, the
fees are fixed and determinable, and collection is considered probable. Revenues
from maintenance agreements and upgrade rights are recognized ratably over the
period of service.

Our software arrangements contain multiple elements, which include software
products, services and PCS. In general, we do not have vendor-specific objective
evidence of fair value for our software products. Accordingly, for transactions
where vendor-specific objective evidence exists for undelivered elements but not
for delivered elements, we use the residual method as discussed in SOP 98-9,
"Modification of SOP 97-2, With Respect to Certain Transactions." Under the
residual method, the total fair value of the undelivered elements, as indicated
by vendor-specific objective evidence, is deferred and the difference between
the total arrangement fee and the amount deferred for the undelivered elements
is recognized as revenue related to the delivered elements.

ALLOWANCE FOR DOUBTFUL ACCOUNTS/SALES RETURNS AND ALLOWANCES

We maintain an allowance for doubtful accounts for estimated losses, which are
included in bad debt expense, resulting from the inability of our customers to
make required payments. We determine the adequacy of this allowance by regularly
reviewing the aging of our accounts receivable and evaluating individual
customer receivables, considering customers' financial condition, credit history
and current economic condition. We also maintain an estimate of potential future
product returns and discounts given related to trade-ins and to current period
product receivables. We analyze the rate of historical returns when evaluating
the adequacy of the allowance for sales returns, which are included with the
allowance for doubtful accounts on our balance sheet.

As of September 29, 2002, our accounts receivable balance of $42.9 million is
reported net of allowances for doubtful accounts of $3.5 million. We believe our
reported allowances at September 29, 2002 are adequate. If the financial
conditions of those customers were to deteriorate, however, resulting in their
inability to make payments, we may need to record additional allowances,
resulting in additional expenses being recorded for the period in which such
determination was made.

WARRANTY RESERVES

Our products are sold with warranty provisions that require us to remedy
deficiencies in quality or performance over a specified period of time, usually
one to five years. We provide for the estimated cost of product warranties at
the time revenue is recognized. While we engage in product quality programs and
processes, our warranty obligation is affected by product failure rates,
material usage and service delivery costs incurred in correcting a product
failure. We believe that our recorded liability of $2.1 million at September 29,
2002 is adequate to cover future costs for the servicing of our products sold
through that date. If actual product failure rates, material usage or service
delivery costs differ from our estimates, revisions to the estimated warranty
liability would be required.

INVENTORY RESERVES

Significant management judgment is required to determine the reserve for
obsolete or excess inventory. Inventory on hand may exceed future demand either
because the product is outdated or obsolete, or because the amount on hand is in
excess of future needs. We provide for the total value of inventories that we
determine to be obsolete based on criteria such as customer demand and changing
technologies. At September 29, 2002, our inventory reserves were $1.9 million,
or 6.1% of our $31.0 million gross inventories.

We value our inventories at the lower of cost or market. Cost is determined by
the first-in, first-out ("FIFO") method, including material, labor and factory
overhead.


12
<PAGE>
SAFE HARBOR STATEMENTS

Certain statements contained herein constitute "forward-looking statements" as
that term is defined under the Private Securities Litigation Reform Act of 1995
(the "Act") and releases issued by the Securities and Exchange Commission and
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Exchange Act of 1934. The words "believe," "expect," "anticipate,"
"intend," "estimate" and other expressions which are predictions of or indicate
future events and trends and which do not relate to historical matters identify
forward-looking statements. Particularly, the Company's expectations regarding
future operational liquidity and capital requirements are forward-looking
statements. Reliance should not be placed on forward-looking statements because
they involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company to differ
materially from anticipated future results, performance or achievements
expressed or implied by such forward-looking statements. The Company undertakes
no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. Factors that
could cause actual results to differ materially from those expressed or implied
by such forward-looking statements include, but are not limited to, the length
and severity of the current economic slowdown and its impact on capital spending
budgets, the effects of a disruption in the transportation industry on the
Company's supply chain and product distribution channels, and those other risks
and uncertainties contained under the heading "Risk Factors" in the Company's
most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission.


                                                                              13
<PAGE>
Report of Independent Auditors

BOARD OF DIRECTORS AND STOCKHOLDERS OF ZOLL MEDICAL CORPORATION

We have audited the accompanying consolidated balance sheets of ZOLL Medical
Corporation as of September 29, 2002 and September 30, 2001, and the related
consolidated statements of income, stockholders' equity and comprehensive
income, and cash flows for each of the three years in the period ended September
29, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. 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 consolidated financial position of ZOLL Medical
Corporation at September 29, 2002 and September 30, 2001, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended September 29, 2002, in conformity with accounting principles
generally accepted in the United States.


                                                  /s/ Ernst & Young LLP




November 4, 2002,
except for Note C and Note H,
as to which the date
is November 26, 2002.
Boston, Massachusetts


14
<PAGE>
ZOLL MEDICAL CORPORATION CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                          SEPT. 29,      SEPT. 30,
 (000's omitted, except per share data)                                        2002           2001
                                                                          ---------      ---------
<S>                                                                       <C>            <C>
ASSETS
Current assets:
     Cash and cash equivalents                                            $  55,658      $  45,303
     Marketable securities                                                   10,130         16,170
     Accounts receivable, less allowances of $3,462
              and $2,780 at September 29, 2002
              and September 30, 2001, respectively                           42,927         37,155
     Inventories:
              Raw materials                                                   8,936          7,561
              Work-in-process                                                 4,610          2,334
              Finished goods                                                 15,594         10,799
                                                                          ---------      ---------
                                                                             29,140         20,694
     Prepaid expenses and other current assets                                4,049          2,992
                                                                          ---------      ---------
              Total current assets                                          141,904        122,314
Property and equipment at cost:
     Land and building                                                        3,517          3,478
     Machinery and equipment                                                 28,543         23,649
     Construction in progress                                                 1,692          1,666
     Tooling                                                                  7,265          5,779
     Furniture and fixtures                                                   1,738          1,472
     Leasehold improvements                                                   1,336          1,278
                                                                          ---------      ---------
                                                                             44,091         37,322
     Less accumulated depreciation                                           24,549         19,662
                                                                          ---------      ---------
              Net property and equipment                                     19,542         17,660
Other assets, net of accumulated amortization of
     $1,693 and $1,337 at September 29, 2002
     and September 30, 2001, respectively                                     4,408          4,414
                                                                          ---------      ---------
                                                                          $ 165,854      $ 144,388
                                                                          =========      =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Accounts payable                                                     $  10,014      $   5,224
     Accrued expenses and other liabilities                                  12,780          7,430
                                                                          ---------      ---------
              Total current liabilities                                      22,794         12,654
Deferred income taxes                                                         1,148            297
Commitments and contingencies
Stockholders' equity:
     Preferred stock, $.01 par value, authorized 1,000 shares,
              none issued and outstanding
     Common stock, $.02 par value, authorized 19,000 shares,
              8,942 and 8,884 issued and outstanding at
              September 29, 2002 and September 30, 2001, respectively           179            178
     Capital in excess of par value                                          97,512         96,414
     Accumulated other comprehensive income/(loss)                             (835)            19
     Retained earnings                                                       45,056         34,826
                                                                          ---------      ---------
              Total stockholders' equity                                    141,912        131,437
                                                                          ---------      ---------
                                                                          $ 165,854      $ 144,388
                                                                          =========      =========
</TABLE>


 See accompanying notes.


                                                                              15
<PAGE>
ZOLL Medical Corporation Consolidated Income Statements

<TABLE>
<CAPTION>
                                                      YEAR ENDED
                                          SEPT. 29,    SEPT. 30,    SEPT. 30,
(000's omitted, except per share data)         2002         2001         2000
                                           --------     --------     --------
<S>                                        <C>          <C>          <C>
Net sales                                  $150,227     $119,202     $106,336
Cost of goods sold                           65,274       52,684       46,351
                                           --------     --------     --------
Gross profit                                 84,953       66,518       59,985
Expenses:
      Selling and marketing                  48,645       38,208       31,238
      General and administrative             11,193        9,605        8,606
      Research and development               11,536       10,231        7,973
                                           --------     --------     --------
      Total expenses                         71,374       58,044       47,817
                                           --------     --------     --------
Income from operations                       13,579        8,474       12,168
Investment and other income                   1,595        3,140        2,015
Interest expense                                 --            1          212
                                           --------     --------     --------
Income before income taxes                   15,174       11,613       13,971
Provision for income taxes                    4,944        4,051        5,169
                                           --------     --------     --------
Net income                                 $ 10,230     $  7,562     $  8,802
                                           ========     ========     ========
Basic earnings per common share            $   1.15     $   0.85     $   1.11
Weighted average common
      shares outstanding                      8,919        8,847        7,930
                                           --------     --------     --------
Diluted earnings per common and
      equivalent share                     $   1.12     $   0.83     $   1.07
Weighted average common and
      equivalent shares outstanding           9,158        9,097        8,231
                                           ========     ========     ========
</TABLE>


See accompanying notes.


16
<PAGE>
ZOLL Medical Corporation Statements of Stockholders' Equity and Comprehensive
Income


<TABLE>
<CAPTION>
                                                                      CAPITAL IN       ACCUMULATED                           TOTAL
                                             COMMON                    EXCESS OF     COMPREHENSIVE      RETAINED     STOCKHOLDERS'
(000's omitted)                              SHARES        AMOUNT      PAR VALUE            INCOME      EARNINGS            EQUITY
                                             ------        ------      ---------     -------------      --------     -------------
<S>                                          <C>           <C>        <C>            <C>                <C>          <C>
Balance at October 2, 1999                    6,772          $136      $22,439           $ --            $18,647        $41,222
   Exercise of stock options                    298             6        2,143                                            2,149
   Tax benefit realized upon
     exercise of stock options                                           3,096                                            3,096
   Stock compensation                             3                         77                                               77
Proceeds from sale of common stock,
    net of expenses                           1,725            34       67,044                                           67,078
   Distributions by Pinpoint
     Technologies, Inc.                                                                                     (185)          (185)
   Net income                                                                                              8,802          8,802
Unrealized gain on available-for-sale
   securities                                                                             177                               177
                                                                                                                       --------
Total comprehensive income                                                                                                8,979
                                              -----          ----      -------          -----            -------       --------
Balance at September 30, 2000                 8,798           176       94,799            177             27,264        122,416
                                              =====          ====      =======          =====            =======       ========
   Exercise of stock options                     86             2          798                                              800
   Tax benefit realized upon
     exercise of stock options                                             817                                              817
   Comprehensive income:
       Net income                                                                                          7,562          7,562
       Unrealized gain on
         available-for-sale securities                                                      6                                 6
   Cumulative foreign currency
     translation adjustment                                                              (164)                             (164)
                                                                                                                       --------
Total comprehensive income                                                                                                7,404
                                              -----          ----      -------          -----            -------       --------
Balance at September 30, 2001                 8,884           178       96,414             19             34,826        131,437
                                              =====          ====      =======          =====            =======       ========
   Exercise of stock options                     58             1          608                                              609
   Tax benefit realized upon
      exercise of stock options                                            490                                              490
   Comprehensive income:
       Net income                                                                                         10,230         10,230
       Unrealized loss on
          available-for-sale securities                                                  (151)                             (151)
       Cumulative foreign currency
          translation adjustment                                                         (703)                             (703)
                                                                                                                       --------
   Total comprehensive income                                                                                             9,376
                                              -----          ----      -------          -----            -------       --------
Balance at September 29, 2002                 8,942          $179      $97,512          ($835)           $45,056       $141,912
                                              =====          ====      =======          =====            =======       ========
</TABLE>

See accompanying notes.


                                                                              17
<PAGE>
ZOLL Medical Corporation Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                      YEAR ENDED
                                                         SEPT. 29,     SEPT. 30,     SEPT. 30,
 (000's omitted)                                              2002          2001          2000
                                                          --------      --------      --------
<S>                                                       <C>           <C>           <C>
Operating activities:
     Net income                                           $ 10,230      $  7,562      $  8,802
Charges not affecting cash:
     Depreciation and amortization                           6,758         6,258         4,283
     Issuance of common stock for services                      --            --            77
     Tax benefit from the exercise of stock options            490           817         3,096
     Accounts receivable allowances                            682           885          (201)
     Inventory reserve                                         341           833           372
     Realized gain on sale of marketable securities           (227)         (431)           --
     Provision for warranty expense                            665           123           178
     Deferred income taxes                                     128           (46)          195
Changes in current assets and liabilities:
     Accounts receivable                                    (6,051)         (871)      (11,660)
     Inventories                                            (9,113)       (1,239)       (7,474)
     Prepaid expenses and other current assets                (583)          417        (1,312)
     Accounts payable and accrued expenses                   8,549        (2,186)       (1,114)
                                                          --------      --------      --------

Net cash provided by (used in) operating activities         11,869        12,122        (4,758)

Investing activities:
     Additions to property and equipment, net               (8,321)       (7,246)       (7,006)
     Purchase of marketable securities                     (17,653)      (19,106)      (59,646)
     Proceeds from sales and maturities
             of marketable securities                       23,458        55,196         8,000
     Other assets, net                                         311          (238)       (1,215)
                                                          --------      --------      --------

Net cash provided by (used in) investing activities         (2,205)       28,606       (59,867)

Financing activities:
     Exercise of stock options                                 609           800         2,149
     Repayment of long-term debt                                --           (20)       (2,213)
     Proceeds from sale of common stock,
             net of expenses                                    --            --        67,078
     Distributions to stockholders                              --            --          (185)
                                                          --------      --------      --------
Net cash provided by financing activities                      609           780        66,829
Effect of exchange rates on cash and cash equivalents           82          (230)           --
                                                          --------      --------      --------
Net increase in cash                                        10,355        41,278         2,204

Cash and cash equivalents at beginning of year              45,303         4,025         1,821
                                                          --------      --------      --------
Cash and cash equivalents at end of year                  $ 55,658      $ 45,303      $  4,025
                                                          ========      ========      ========

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
     Cash paid during the year:
             Income taxes                                 $  3,816      $  2,519      $  4,243
             Interest                                           --             1           212
</TABLE>


 See accompanying notes.


18
<PAGE>
ZOLL MEDICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Description of Business: ZOLL Medical Corporation ("the Company") designs,
manufactures and markets an integrated line of proprietary, non-invasive cardiac
resuscitation devices, disposable electrodes and accessories used for the
emergency resuscitation of cardiac arrest victims. The Company's subsidiary,
Pinpoint Technologies ("Pinpoint") designs and markets software, which automates
collection and management of both clinical and non-clinical data for emergency
medical service providers.

Principles of Consolidation: The consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.

Fiscal Year: In October of 2000, the Company changed its fiscal year end to the
Sunday closest to September 30.

Cash and Cash Equivalents: The Company considers all highly liquid instruments
with an original maturity of three months or less to be cash equivalents.
Substantially all cash and cash equivalents are invested in a money market
investment account. These amounts are stated at cost, which approximates market
value.

Marketable Securities: The Company accounts for marketable securities in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS 115"). SFAS 115
establishes the accounting and reporting requirements for all debt securities
and for investments in equity securities that have readily determinable fair
values. All marketable securities must be classified as one of the following:
held-to-maturity, available-for-sale or trading. The Company classifies its
marketable securities as available-for-sale and, as such, carries the
investments at fair value, with unrealized holding gains and losses reported in
stockholders' equity as a separate component of accumulated other comprehensive
income. The cost of securities sold is based on the specific identification
method. Realized gains and losses, and declines in value judged to be other than
temporary, are included in investment income.

Concentration of Risk: The Company sells its products primarily to hospitals,
emergency care providers and universities. With the introduction of the AED Plus
product, the Company has established distribution agreements with approximately
80 distributors to distribute this product. The Company performs periodic credit
evaluations of its customers' financial condition and does not require
collateral. No single customer accounts for a significant portion of the
Company's net sales or accounts receivable.

In addition, the Company sells its products to the international market.
Although the Company does not foresee a credit risk associated with
international receivables, repayment is dependent upon the financial stability
of the customers to which it sells. In order to mitigate the risk of loss in
geographical areas with historical credit risks, in some cases the Company
requires letters of credit from its foreign customers. International sales
accounted for 26% of the Company's total revenues in 2002, 2001 and 2000.

The Company maintains reserves for potential trade receivable credit losses, and
such losses historically have been within management's expectations.

Financial Instruments: The fair value of the Company's financial instruments,
which include cash and cash equivalents, marketable securities, accounts
receivable and accounts payable, are based on assumptions concerning the amount
and timing of estimated future cash flows and assumed discount rates reflecting
varying degrees of perceived risk. The carrying value of these financial
instruments approximated their fair value at September 29, 2002 and September
30, 2001, respectively, due to the short-term nature of these instruments.

Inventories: Inventories, principally purchased parts, are valued at the lower
of first-in, first-out ("FIFO") cost or market. Market is determined by the
replacement value for raw materials and net realizable value, after allowance
for estimated costs of completion and disposal, for work-in-process and finished
goods.

Intangible Assets: Patents are stated at cost and amortized using the
straight-line method over five years. Prepaid license fees are amortized over
the term of the related contract, once commercialization of the related product
begins. The excess of cost over fair value of acquired net assets is amortized
on a straight-line basis over 15 years. The carrying value of goodwill and other
intangible assets was approximately $1.1 million at September 29, 2002 and
September 30, 2001.

Property and Equipment: Property and equipment are stated at cost. In general,
depreciation is computed on a straight-line basis over the estimated economic
useful lives of the assets (forty years for buildings, three to ten years for
machinery and equipment and five years for tooling, furniture, fixtures and
software). Leasehold improvements are amortized over the life of the related
lease. Depreciation expense totaled $6,485,000, $5,957,000 and $3,991,000 in
2002, 2001 and 2000, respectively.

Revenue Recognition: Revenues from sales of cardiac resuscitation devices,
disposable electrodes and accessories are recognized when a signed
non-cancelable purchase order exists, the product is shipped, title and risk of
loss have passed to the customer, the fee is fixed or determinable and
collection is considered probable. Revenues are recorded net of estimated
returns.

The Company also licenses software under non-cancelable license agreements and
provides services including training, installation, consulting and maintenance,
consisting of product support services, periodic updates and unspecified upgrade
rights (collectively, "PCS"). Revenue from the sale of software is recognized in
accordance with the American Institute of


                                                                              19
<PAGE>
Certified Public Accountants ("AICPA") Statement of Position ("SOP") 97-2,
"Software Revenue Recognition," as amended. License fee revenues are generally
recognized when a non-cancelable license agreement has been signed, the software
product has been shipped, there are no uncertainties surrounding product
acceptance, the fees are fixed or determinable and collection is considered
probable. Revenues from training, installation and consulting services are
recognized as the services are provided. Revenues from maintenance agreements
and upgrade rights are recognized ratably over the period of service.

The Company's software arrangements contain multiple elements, which include
software products, services and PCS. In general, the Company does not have
vendor-specific objective evidence of fair value for its software products.
Accordingly, for transactions where vendor-specific objective evidence exists
for undelivered elements but not for delivered elements, the Company uses the
residual method as discussed in SOP 98-9, "Modification of SOP 97-2, With
Respect to Certain Transactions." Under the residual method, the total fair
value of the undelivered elements, as indicated by vendor-specific objective
evidence, is deferred and the difference between the total arrangement fee and
the amount deferred for the undelivered elements is recognized as revenue
related to the delivered elements.

Advertising Costs: Advertising costs are expensed as incurred and totaled
$1,457,000, $993,000 and $757,000 in 2002, 2001 and 2000, respectively.

Shipping & Handling Costs: Shipping and handling costs are recorded in Costs of
Goods Sold and totaled $2,216,000, $1,886,000 and $1,548,000 in 2002, 2001 and
2000, respectively.

Product Warranty: Expected future product warranty costs, included in accrued
expenses and other liabilities, are recognized at the time of sale for all
products covered under warranty. Warranty periods range from one to five years.
The Company's estimate is based upon the number of units remaining under
warranty and the historical per-unit repair costs and return rates.

Foreign Currency: During 2002, the Company changed the functional currency for
the majority of its foreign subsidiaries from the U.S. Dollar to the local
currency. This change stems from a majority of the foreign subsidiary cash flows
now being denominated in the local currency. The functional currency for each of
the Company's subsidiaries is each country's local currency. All assets and
liabilities are translated into U.S. dollar equivalents at the exchange rate in
effect on the balance sheet date. Revenues and expenses are translated at the
average exchange rates for the year. Translation gains or losses are recorded in
consolidated stockholders' equity as an element of accumulated other
comprehensive income. Foreign currency gains recorded as other income in the
consolidated income statement totaled $171,000, $11,000 and $81,000 in 2002,
2001 and 2000, respectively.

Earnings Per Share: Basic earnings per share are calculated based upon the
weighted average shares of common stock outstanding during the period. Diluted
earnings per share is calculated based upon the weighted average shares of
common stock outstanding, plus the dilutive effect of stock options, calculated
using the treasury stock method. The shares used for basic earnings per common
share and diluted earnings per common share are reconciled as follows:


<TABLE>
<CAPTION>
(000's omitted)                          2002      2001      2000
                                        -----     -----     -----
<S>                                     <C>       <C>       <C>
Average shares outstanding
     for basic earnings per share       8,919     8,847     7,930
Dilutive effect of stock options          239       250       301
                                        -----     -----     -----
Average shares outstanding
     for diluted earnings per share     9,158     9,097     8,231
                                        =====     =====     =====
</TABLE>

Use of Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Stock Option Plans: As permitted by Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), the Company
measures compensation expense for its stock-based compensation plans using the
intrinsic method prescribed by Accounting Principles Board No. 25, "Accounting
for Stock Issued to Employees." In accordance with SFAS 123, the Company has
provided, in Note I, the pro forma disclosures of the effect on net income and
earnings per share as if SFAS 123 had been applied in measuring compensation
expense for all periods presented.

Comprehensive Income: The Company computes comprehensive income in accordance
with Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("SFAS 130"). SFAS 130 establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. Other comprehensive income, as defined, includes all
changes in equity during a period from non-owner sources, such as unrealized
gains and losses on available-for-sale securities and the effect of foreign
currency translation. Accumulated balances for each element of other
comprehensive income/(loss) were as follows:


<TABLE>
<CAPTION>
(000's omitted)                                       2002       2001
                                                     -----      -----
<S>                                                  <C>        <C>
Unrealized gain on available-for-sale securities     $  32      $ 183
Cumulative foreign currency translation               (867)      (164)
                                                     -----      -----
Accumulated other comprehensive income/(loss)        ($835)     $  19
                                                     =====      =====
</TABLE>


20
<PAGE>
Recent Accounting Pronouncements: In July 2001, the Financial Accounting
Standards Board ("FASB") issued Statements of Financial Accounting Standards No.
141, "Business Combinations" ("SFAS 141"), and No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 is effective for business combinations
completed after June 30, 2001 and SFAS 142 is effective for fiscal years
beginning after December 15, 2001. Under the new rules, goodwill and intangible
assets deemed to have indefinite lives will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statement. Other
intangible assets will continue to be amortized over their useful lives. The
Company anticipates no material impact on the Company's consolidated financial
position or results of operations by adopting these rules.

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"), which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of,"
and the accounting and reporting provisions of APB Opinion No. 30, "Reporting
the Results of Operations" for a disposal of a segment of a business. SFAS 144
is effective for fiscal years beginning after December 15, 2001. The Company
will adopt SFAS 144 in fiscal 2003 and does not expect that the adoption of the
statement will have a significant impact on the Company's consolidated financial
position or results of operations.


NOTE B--MARKETABLE SECURITIES

Investments in marketable securities and debt securities are classified as
available-for-sale at September 29, 2002. Available-for-sale securities consist
of corporate obligations of $10.1 million and $16.2 million as of September 29,
2002 and September 30, 2001, respectively.

The securities are carried at fair value, with unrealized gains and losses
reported in stockholders' equity as a separate component of accumulated other
comprehensive income. At September 29, 2002 and September 30, 2001, the
investment portfolio had gross unrealized gains of $32,000 and $183,000,
respectively, and no unrealized losses. Net gains reclassified from accumulated
other comprehensive income to earnings during 2002 totaled $107,000. The Company
recognized a net realized gain on sales of available-for-sale securities of
$227,000 in 2002. The dollar value of investments maturing between one and five
years is $10.1 million.


NOTE C--INVESTMENTS

The Company holds an investment in the common stock of Lifecor, Inc., a private
medical device corporation. As of September 29, 2002 and September 30, 2001,
this investment totaled $2.0 million and represented approximately 3% and 4% of
Lifecor's outstanding common stock, respectively. The Company accounts for this
investment at cost, which approximates market. This investment is included in
other assets on the consolidated balance sheet. The Chairman of Lifecor is also
a director of the Company. In November 2002, the Company invested another $1.5
million in the common stock of Lifecor, and entered into an agreement to
distribute Lifecor's products in the North American Hospital market, and also
entered into a patent cross-licensing agreement.


NOTE D--PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of:

<TABLE>
<CAPTION>
                                                  SEPT. 29,  SEPT. 30,
(000's omitted)                                        2002       2001
                                                  ---------  ---------
<S>                                               <C>        <C>
Deferred income taxes-Note G                        $2,046     $1,323
Prepaid income taxes                                    --        576
Other                                                2,003      1,093
                                                    ------     ------
Total prepaid expenses and other current assets     $4,049     $2,992
                                                    ======     ======
</TABLE>


NOTE E--ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of:

<TABLE>
<CAPTION>
                                                    SEPT. 29,   SEPT. 30,
(000's omitted)                                          2002        2001
                                                    ---------   ---------
<S>                                                 <C>         <C>
Accrued salaries and wages and related expenses      $ 5,193     $ 2,848
Accrued warranty expense                               2,099       1,434
Deferred revenue                                       2,180       1,083
Other accrued expenses                                 3,308       2,065
                                                     -------     -------
Total accrued expenses and other liabilities         $12,780     $ 7,430
                                                     =======     =======
</TABLE>


                                                                              21
<PAGE>
NOTE F--INDEBTEDNESS

The Company maintains an unsecured, uncommitted working capital line of credit
with its bank. This line of credit bears interest at the bank's base rate of
4.75% at September 29, 2002. The full amount of the line ($12.0 million) was
available to the Company at September 29, 2002.


NOTE G--INCOME TAXES

The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
(000's omitted)        2002         2001         2000
                    -------      -------      -------
<S>                 <C>          <C>          <C>
Federal:
     Current        $ 3,717      $ 3,308      $ 4,262
     Deferred           (15)         (42)         167
                    -------      -------      -------
                      3,702        3,266        4,429
                    -------      -------      -------
State:
     Current            680          428          712
     Deferred          (113)          (4)          28
                    -------      -------      -------
                        567          424          740
                    -------      -------      -------
Foreign:
     Current            675          361           --
     Deferred            --           --           --
                    -------      -------      -------
                        675          361           --
                    -------      -------      -------
                    $ 4,944      $ 4,051      $ 5,169
                    =======      =======      =======
</TABLE>


The following table allocates income before taxes between domestic and foreign
jurisdictions:

<TABLE>
<CAPTION>
(000's omitted)         2002         2001         2000
                    --------     --------     --------
<S>                 <C>          <C>          <C>
Domestic            $ 13,965     $ 11,337     $ 14,433
Foreign                1,209          276         (462)
                    --------     --------     --------
                    $ 15,174     $ 11,613     $ 13,971
                    -------      -------      -------
</TABLE>


The income tax provision differed from the statutory federal income tax
provision as follows:

<TABLE>
<CAPTION>
(000's omitted)                                   2002         2001         2000
                                               -------      -------      -------
<S>                                            <C>          <C>          <C>
Statutory income taxes                         $ 5,327      $ 4,050      $ 4,896
Tax credits, federal and state                    (606)        (330)        (299)
State income taxes, net of federal benefit         369          301          500
Unbenefited (benefited) foreign loss               155          206           --
Permanent differences                               19          (24)         (25)
Other                                             (320)        (152)          97
                                               -------      -------      -------
                                               $ 4,944      $ 4,051      $ 5,169
                                               =======      =======      =======
</TABLE>


Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
                                               SEPT. 29,  SEPT. 30,
(000's omitted)                                     2002       2001
                                               ---------  ---------
<S>                                            <C>        <C>
Deferred tax assets:
     Accounts receivable and inventory            $1,080     $  769
     Product warranty accruals                     785        539
     Purchased research and development            221        247
     Other liabilities                             566        446
                                                ------     ------
             Total deferred tax assets           2,652      2,001
Deferred tax liabilities:
     Accelerated tax depreciation                1,539        707
     Prepaid expenses                              215        268
                                                ------     ------
             Total deferred tax liabilities      1,754        975
                                                ------     ------
             Net deferred tax asset             $  898     $1,026
                                                ======     ======
</TABLE>


22
<PAGE>
NOTE H--COMMITMENTS AND CONTINGENCIES

In the course of normal operations, the Company is involved in litigation
arising from commercial disputes, claims from former employees and product
liability claims, none of which management believes will have a material effect
on the Company's consolidated financial position or results of operations.

On November 25, 2002, the Company announced a settlement of a patent
infringement lawsuit initiated in March 2002 by Cardiac Science, Inc. The
settlement includes the cross-licensing of a number of patents between the
Company and Cardiac Science, Inc. The Company will pay an initial licensing fee
and certain ongoing royalties to Cardiac Science, Inc.

The Company leases certain office and manufacturing space under operating
leases. The Company's office leases are subject to adjustments based on actual
floor space occupied. The leases also require payment of real estate taxes and
operating costs. In addition to the office leases, the Company leases
automobiles for business use by a portion of the sales force. Listed below are
the future minimum rental payments required under operating leases with
non-cancelable terms in excess of one year at September 29, 2002.

<TABLE>
<S>                                   <C>           <C>
(000's omitted)                       2003          $780
                                      2004           407
                                      2005           286
                                      2006           162
                                      2007            33
                                      ------------------
                                                  $1,668
                                      ==================
</TABLE>


Total rental expense under operating leases was approximately $1,372,000,
$1,252,000 and $1,059,000, in 2002, 2001 and 2000, respectively.


NOTE I--STOCKHOLDER'S EQUITY

Preferred Stock: On June 8, 1998, the Company's Board of Directors adopted a
Shareholder Rights Plan. In connection with the Shareholder Rights Plan, the
Board of Directors declared a dividend distribution of one Preferred Stock
purchase right for each outstanding share of Common Stock to stockholders of
record as of the close of business day on June 9, 1998. Initially, these rights
are not exercisable and trade with the shares of ZOLL's Common Stock. Under the
Shareholder Rights Plan, the rights generally become exercisable if a person
becomes an "acquiring person" by acquiring 15% or more of the Common Stock of
ZOLL, if a person who owns 10% or more of the Common Stock of ZOLL is determined
to be an "adverse person" by the Board of Directors or if a person commences a
tender offer that would result in that person owning 15% or more of the Common
Stock of ZOLL. Under the Shareholder Rights Plan, a shareholder of ZOLL who
beneficially owns 15% or more of the Company's Common Stock as of June 9, 1998
generally will be deemed an "acquiring person" if such shareholder acquires
additional shares of the Company's Common Stock. In the event that a person
becomes an "acquiring person" or is declared an "adverse person" by the Board,
each holder of a right (other than the acquiring person or the adverse person)
would be entitled to acquire such number of shares of Preferred Stock which are
equivalent to ZOLL Common Stock having a value of twice the then-current
exercise price of the right. If ZOLL is acquired in a merger or other business
combination transaction after any such event, each holder of a right would then
be entitled to purchase, at the then-current exercise price, shares of the
acquiring company's Common Stock having a value twice the exercise price of the
right. The Board of Directors is authorized to fix the designations, relative
rights, preferences and limitations on the Preferred Stock at the time of
issuance.

Sale of Common Stock: During 2000, the Company completed a secondary offering of
1,725,000 shares of common stock in exchange for net proceeds of approximately
$67 million, net of $5 million for underwriter's discounts and other expenses
incurred with the offering.

Stock Option Plans: The Company's 1983, 1992 and 2001 stock option plans provide
for the granting of options to officers and other key employees to purchase the
Company's Common Stock at a purchase price, in the case of incentive stock
options, at least equal to the fair market value per share of the outstanding
Common Stock of the Company at the time the option is granted, as determined by
the Compensation Committee of the Board of Directors. Options are no longer
granted under the 1983 and 1992 plans. The options become exercisable ratably
over two or four years and have a maximum life of 10 years. The Company's
Non-employee Director Stock Option Plan provides for the granting of options to
purchase shares of Common Stock to Directors of the Company who are not also
employees of the Company or any of its subsidiaries. The Non-employee Director
options vest in equal annual installments over a four-year period. The
Non-employee Director options may be exercised at a price equal to the fair
market value of the Common Stock on the date the option is granted.

The number of shares authorized for these plans was 2,980,000, of which 388,000
remain available for grant at September 29, 2002. Approximately 1,532,000 shares
of Common Stock are reserved for future issuance under the Company's stock
option plans as of September 29, 2002.



                                                                              23
<PAGE>
The Company has adopted the disclosure-only provisions of SFAS 123. Accordingly,
no compensation cost has been recognized with respect to the Company's stock
option grants. Had compensation cost for the employee stock option grants been
determined based on the fair value methodology prescribed by SFAS 123, the
Company's net income and earnings per share would have been reduced to the pro
forma amounts indicated below.



<TABLE>
<CAPTION>
(000's omitted, except per share data)                      2002           2001          2000
                                                      ----------     ----------    ----------
<S>                                                   <C>            <C>           <C>
Net income-as reported                                $   10,230     $    7,562    $    8,802
Net income-pro forma                                  $    7,796     $    5,840    $    7,618
Basic earnings per common share-as reported           $     1.15     $     0.85    $     1.11
Diluted earnings per common and common equivalent
     share-as reported                                $     1.12     $     0.83    $     1.07
Basic earnings per common share-pro forma             $     0.87     $     0.66    $     0.96
Diluted earnings per common and common equivalent
     share-pro forma                                  $     0.85     $     0.64    $     0.93
</TABLE>

The above pro forma amounts may not be representative of the effects on reported
net earnings for future years. The fair value of each option grant is estimated
on the date of the grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants in 2002, 2001 and 2000:


<TABLE>
<CAPTION>
(000's omitted)                2002         2001         2000
                            -------      -------      -------
<S>                         <C>          <C>          <C>
Dividend yield                    0%           0%           0%
Expected volatility            74.1%        64.3%        58.6%
Risk-free interest rate        4.19%        5.13%        6.21%
Expected lives              5 years      5 years      5 years
</TABLE>

Activity as to stock options under all of the plans is as follows:

<TABLE>
<CAPTION>
                                                            2002                     2001                  2000
                                                       WEIGHTED-                WEIGHTED-             WEIGHTED-
                                                         AVERAGE                  AVERAGE               AVERAGE
                                                        EXERCISE                 EXERCISE              EXERCISE
(000's omitted, except per share data)         SHARES      PRICE        SHARES     PRICE      SHARES      PRICE
                                               ------  ---------        ------  --------      ------  ---------
<S>                                           <C>         <C>          <C>        <C>        <C>          <C>
Outstanding at the beginning
    of the year                                  996     $ 22.65         833     $ 19.94       866      $  7.98
Granted                                          228       35.17         289       28.40       368        32.41
Exercised                                        (58)      14.60         (86)       9.08      (298)        7.16
Cancelled                                        (22)      32.29         (40)      16.53      (103)       12.51
                                              ------     -------      ------     -------    ------      -------
Outstanding at the end of
    the year                                   1,144     $ 31.91         996     $ 22.65       833      $ 19.94
                                              ======     =======      ======     =======    ======      =======

Available for grant at the
    end of the year                              388                     191                   411

Weighted-average fair value
    of options granted
    during the year                                      $ 22.05                 $16.66                 $ 17.87

Weighted-average exercise
    price of options
    exercisable at the
    end of the year                                      $ 29.75                 $13.47                 $  7.71
</TABLE>


24
<PAGE>
The following table summarizes information about stock options outstanding and
exercisable at September 29, 2002.

<TABLE>
<CAPTION>
(000's omitted, except per share data)                     OPTIONS OUTSTANDING                         OPTIONS EXERCISABLE
                                           ---------------------------------------------------    -----------------------------
                                                         WEIGHTED-AVERAGE
    RANGE OF                                    NUMBER          REMAINING    WEIGHTED-AVERAGE         NUMBER    WEIGHTED-AVERAGE
EXERCISE PRICE                             OUTSTANDING   CONTRACTUAL LIFE      EXERCISE PRICE    EXERCISABLE      EXERCISE PRICE
--------------                             -----------   -----------------   ----------------    -----------    ----------------
<S>                                        <C>           <C>                 <C>                 <C>            <C>
$0.02                                           1*            7.04 years           $0.02              1              $.02
$6.570-$8.750                                  238            5.41 years           $7.33            237              $7.33
$9.563-$12.313                                  80            6.73 years          $11.13             69             $11.05
$20.340-$25.875                                314            8.56 years          $24.35            171             $24.90
$29.080-$33.760                                164            9.24 years          $31.86             38             $32.43
$35.125-$39.920                                267            8.66 years          $37.68            115             $37.63
$40.125-42.938                                  35            8.26 years          $41.58             15             $41.66
$51.250-$52.000                                 45            7.65 years          $51.75             25             $51.73
                                             -----                                                  ---
                                             1,144                                                  671
</TABLE>

*    represents options granted to a subsidiary's employee prior to its
     acquisition by the Company


NOTE J--EMPLOYEE BENEFIT PLAN

Defined contribution retirement plan--ZOLL has a defined contribution retirement
plan (the "Plan") which contains a "401(k)" program for all employees with three
months of service who have attained 21 years of age. Participants in the Plan
may contribute up to 15% of their eligible compensation. The Company may make
discretionary matching contributions to the Plan in an amount determined by its
Board of Directors. The employer match is currently set at 25% of the employee
contribution up to 7% of eligible compensation. The Company contributed
approximately $293,000, $159,000 and $125,000 in 2002, 2001 and 2000,
respectively.

401(k) Salary Deferral Plan--Beginning in 1998, Pinpoint has maintained a
retirement savings plan (the "Pinpoint Plan") pursuant to which eligible
employees may defer compensation for income tax purposes under section 401(k) of
the Internal Revenue code of 1986. Participants in the Pinpoint Plan may
contribute up to 15% of their eligible compensation, which contributions are
matched by the Company at 50% of the employee contribution up to 6% of eligible
compensation. The Company may make discretionary matching contributions to the
Pinpoint Plan in an amount determined by its Board of Directors. The Company
recorded expense related to the Pinpoint Plan of approximately $73,000, $57,000
and $55,000 in 2002, 2001 and 2000, respectively.


NOTE K--SEGMENT AND GEOGRAPHIC INFORMATION

Segment Information: The Company operates in a single business segment: the
design, manufacture and marketing of an integrated line of proprietary
non-invasive cardiac resuscitation devices, and systems used for emergency
resuscitation of cardiac arrest victims. In order to make operating and
strategic decisions, ZOLL's chief operating decision-maker evaluates revenue
performance based on the worldwide revenues of four customer/product categories
but, due to shared infrastructures, profitability based on an enterprise-wide
measure. These customer/product categories consist of (1) the sale of cardiac
resuscitation devices and accessories to the North American hospital market, (2)
the sale of the same items and data collection management software to the North
American Prehospital market, (3) the sale of disposable/other products in
North America, (4) the sale of cardiac resuscitation devices and accessories and
disposable electrodes to the international market.

Net sales by customer/product categories were as follows:

<TABLE>
<CAPTION>
(000's omitted)                                  2002         2001         2000
                                             --------     --------     --------
<S>                                          <C>          <C>          <C>
Hospital Market-North America devices        $ 50,686     $ 38,635     $ 40,555
Prehospital Market-North America devices       46,958       36,872       27,930
Other-North America                            19,372       18,351       16,254
International Market-excluding
North America                                  33,211       25,344       21,597
                                             --------     --------     --------
                                             $150,227     $119,202     $106,336
                                             ========     ========     ========
</TABLE>

The Company reports assets on a consolidated basis to the chief operating
decision-maker.



                                                                              25
<PAGE>
Geographic information: Net sales by major geographical area, determined on the
basis of destination of the goods, are as follows:

<TABLE>
<CAPTION>
(000's omitted, except per share data)                              2002          2001         2000
----                                                                ----          ----         ----
<S>                                                             <C>            <C>          <C>
United States                                                   $111,978       $87,798      $79,143
Foreign                                                           38,249        31,404       27,193
                                                                  ------        ------       ------
                                                                $150,227      $119,202     $106,336
                                                                ========      ========     ========
</TABLE>


Long-lived assets located outside the United States are not material. In each of
the years in the three-year period ended September 29, 2002, no single customer
represented over 10% of the Company's consolidated net sales.


NOTE L--QUARTERLY FINANCIAL DATA (UNAUDITED)

Summarized quarterly financial data for 2002 and 2001 is as follows:


<TABLE>
<CAPTION>
                                                         QUARTER  ENDED
                                           SEPT. 29,    JUNE 30,   MARCH 31,   DEC. 30,
(000's omitted, except per share data)          2002        2002        2002       2001
                                           ---------    --------   ---------    -------
<S>                                        <C>         <C>         <C>         <C>
2002
Net sales                                    $47,377     $34,792     $34,713    $33,345
Gross profit                                  26,819      19,982      19,293     18,859
Income from operations                         6,520       2,007       2,503      2,549
Net income                                     4,540       1,899       1,897      1,894
Basic earnings per common share              $  0.51     $  0.21     $  0.21    $  0.21
Diluted earnings per common
     and equivalent share                    $  0.50     $  0.21     $  0.21    $  0.21
</TABLE>


<TABLE>
<CAPTION>
                                          SEPT. 30,     JULY 1,    APRIL 1,    DEC. 31,
(000's omitted, except per share data)         2001        2001        2001        2000
                                          ---------    --------    --------    --------
<S>                                       <C>          <C>         <C>         <C>
2001
Net sales                                   $34,991     $30,374     $25,241     $28,596
Gross profit                                 19,244      16,783      13,964      16,527
Income from operations                        3,547       1,999         293       2,635
Net income                                    2,772       1,707         717       2,366
Basic earnings per common share             $  0.31     $  0.19     $  0.08     $  0.27
Diluted earnings per common
     and equivalent share                   $  0.30     $  0.19     $  0.08     $  0.26
</TABLE>


26
<PAGE>
Market for Registrant's Common Equity and Related Stockholder Matters

The Company's Common Stock is traded on the National Association of Securities
Dealers Automated Quotation (NASDAQ) National Market System under the symbol
"ZOLL." The following table sets forth the high and low sales prices during the
fiscal quarters specified:



<TABLE>
<CAPTION>
                                                SALES PRICES
                                     2002                         2001
                             HIGH            LOW          HIGH           LOW
                             ----            ---          ----           ---
<S>                         <C>            <C>           <C>           <C>
First Quarter               $42.10         $31.56        $58.75        $34.50
Second Quarter               39.97          29.84         48.00         25.00
Third Quarter                42.07          32.26         34.88         15.31
Fourth Quarter               35.85          27.05         37.15         22.51
</TABLE>



The Company has never declared or paid cash dividends on its capital stock. The
Company currently intends to retain any current and future earnings to finance
the growth and development of its business, and therefore does not anticipate
paying any cash dividends in the foreseeable future.


                                                                              27
<PAGE>
EXECUTIVE OFFICERS AND DIRECTORS

RICHARD A. PACKER
Chairman of the Board & Chief Executive Officer

A. ERNEST WHITON
Vice President of Administration &
Chief Financial Officer

WARD M. HAMILTON
Vice President, Marketing

E. J. JONES
Vice President, International Sales

DONALD R. BOUCHER
Vice President, Research & Development

STEVEN K. FLORA
Vice President, North American Sales

EDWARD T. DUNN
Vice President, Operations

JOHN P. BERGERON
Vice President & Corporate Treasurer

WILLARD M. BRIGHT
Director & Chairman Emeritus

THOMAS M. CLAFLIN(1)
Director

M. STEPHEN HEILMAN, M.D.(1)
Director

DANIEL M. MULVENA(2)
Director

DR. JAMES W. BIONDI(2)
Director

BENSON F. SMITH(1)
Director


(1)  Member of the Audit Committee

(2)  Member of the Compensation Committee

STOCKHOLDER INFORMATION

STOCK LISTING
ZOLL Medical Corporation Common Stock is traded on the NASDAQ National Market
System under the symbol "ZOLL."

TRANSFER AGENT
Equiserve Trust Company, N.A.
P.O. Box 43023
Providence, RI 02940-3023
www.equiserve.com
1-877-282-1169

GENERAL COUNSEL
Goodwin Procter LLP
Boston, Massachusetts

INDEPENDENT AUDITORS
Ernst & Young LLP
Boston, Massachusetts

ANNUAL MEETING
The annual meeting of stockholders will be held at 10 a.m. on February 13, 2003
at Goodwin Procter LLP, Conference Center, Exchange Place, 53 State Street,
Boston, Massachusetts 02109.

INFORMATION REQUESTS
A copy of our Form 10-K, as filed with the Securities & Exchange Commission,
may be obtained upon written request to the Company at:

Stockholder Relations
ZOLL Medical Corporation
32 Second Avenue
Burlington, Massachusetts 01803-4420



ZOLL is a registered trademark of ZOLL Medical Corporation.


28
<PAGE>
                                                        ZOLL MEDICAL CORPORATION
                                                                32 Second Avenue
                                     Burlington, Massachusetts 01803-4420 U.S.A.
                                                                    800-348-9011
                                                                    781-229-0020
                                                            781-272-5578 Telefax
                                                                    www.zoll.com

                                                ZOLL MEDICAL EUROPEAN OPERATIONS
                                                      Dodewaard, the Netherlands
                                                                 +31 488 4111 83
                                                         +31 488 4111 87 Telefax

                                                          ZOLL MEDICAL U.K. LTD.
                                                               Cheshire, England
                                                                +44 1925 846 400
                                                        +44 1925 846 401 Telefax

                                                            ZOLL MEDICAL GERMANY
                                                                Cologne, Germany
                                                                +49 221 398 9340
                                                        +49 221 398 9336 Telefax

                                                    ZOLL MEDICAL THE NETHERLANDS
                                                      Dodewaard, the Netherlands
                                                                 +31 488 4111 83
                                                         +31 488 4111 87 Telefax

                                                             ZOLL MEDICAL CANADA
                                                    Mississauga, Ontario, Canada
                                                                    905-629-5005
                                                            905-629-0575 Telefax

                                                             ZOLL MEDICAL FRANCE
                                                                   Paris, France
                                                                +33 1 44 138 460
                                                        +33 1 45 635 138 Telefax

                                                 ZOLL MEDICAL AUSTRALIA PTY. LTD
                                                      New South Wales, Australia
                                                                  +61 2-94208733
                                                          +61 2-94209834 Telefax

                                                           ZOLL MEDICAL FAR EAST
                                                                 REGIONAL OFFICE
                                                      New South Wales, Australia
                                                                  +612 43 292226
                                                          +612 43 292226 Telefax

                                                    ZOLL MEDICAL MIDDLE EAST AND
                                                            AFRICA REGION OFFICE
                                                                  Athens, Greece
                                                               +30 2 10 813 0580
                                                       +30 2 10 813 0580 Telefax

                                                              ZOLL MEDICAL JAPAN
                                                                    Tokyo, Japan
                                                                 +81 3 5768 0788
                                                         +81 3 5768 0788 Telefax

                                                      ZOLL MEDICAL LATIN AMERICA
                                                              Parkland, FL 33067
                                                                    954-345-4224
                                                            954-345-2648 Telefax


                                                                     [ZOLL LOGO]