SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2002.

                                       OR

     [ ]  TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934.

                        Commission file number 333-07429
                                               333-07429-01

                       Remington Products Company, L.L.C.
                             Remington Capital Corp.
           (Exact name of registrants as specified in their charters)


                                                              06-1451076
      Delaware                                                06-1451079
--------------------------------                          -------------------
(State or other jurisdiction of                           (IRS Employer
  incorporation or organization)                             Identification Nos)

60 Main Street, Bridgeport, Connecticut                              06604
---------------------------------------                           -----------
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code:           (203)  367-4400
                                                              ---------------

Securities registered pursuant to Section 12(b) of the Act:

         Title of Each class          Name of each exchange on which registered
                  None                                 None
-----------------------------------   -----------------------------------------

           Securities registered pursuant to Section 12(g) of the Act:

                                      None
           -----------------------------------------------------------
                                (Title of Class)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X     No
                                             -----     -----

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

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

<PAGE>


                                     PART I

ITEM 1.  Business

General

     Remington Products Company,  L.L.C. and its wholly-owned  subsidiaries (the
"Company" or "Remington") is a leading consumer products company focusing on the
development  and marketing of personal care  products.  The Company  designs and
distributes  electric  shavers and  accessories,  grooming  products,  hair care
appliances, wellness products and other small electrical consumer products.

     The Company is a Delaware limited  liability  company that will continue in
existence  until  December 31, 2016 or  dissolution  prior thereto as determined
under the Company's  Amended and Restated Limited  Liability  Company  Agreement
(the "LLC  Agreement").  The Company was formed by Vestar  Shaver Corp.  and RPI
Corp.  ("RPI") to acquire the operations of Remington  Products  Company and its
subsidiaries  ("RPC") in May of 1996.  Vestar  Razor Corp.  was formed in May of
1996 to hold an interest in the Company.  Vestar  Shaver Corp.  and Vestar Razor
Corp.  (together,  the  "Vestar  Members")  are  wholly  owned by Vestar  Equity
Partners, L.P. ("Vestar"), an institutional equity capital fund and affiliate of
Vestar Capital Partners ("Vestar Capital").

Forward Looking Statements

     This  annual  report on Form 10-K may  contain  forward-looking  statements
which  include  assumptions  about  future  market  conditions,  operations  and
results.  These statements are based on current  expectations and are subject to
risks and uncertainties. They are made pursuant to safe harbor provisions of the
Private  Securities  Litigation  Reform Act of 1995. Among the many factors that
could  cause  actual  results  to  differ  materially  from any  forward-looking
statements are the success of new product introductions and promotions,  changes
in the competitive  environment for the Company's products,  changes in economic
conditions,  foreign  exchange risk,  outcome of  litigation,  and other factors
discussed herein and in prior Securities and Exchange  Commission filings by the
Company.  The Company  assumes no  obligation  to update  these  forward-looking
statements or advise of changes in the assumptions on which they were based.

Description of Business

     The Company distributes its products through three operating segments which
are comprised of 1) the North  American  segment,  which sells  product  through
mass-merchant retailers,  department stores and drug store chains throughout the
United  States and Canada,  2) the  International  segment,  which sells product
through an international  network of subsidiaries and  distributors,  and 3) the
U.S.  Service Stores segment  consisting of  Company-owned  and operated service
stores throughout the United States.  Additional financial  information relating
to  Remington's  three  operating  segments  is set  forth in Note 13  (Business
Segment and Geographic  Information) of the "Notes to the Consolidated Financial
Statements" of the Company appearing elsewhere herein.


                                       2
<PAGE>

Products

     The Company's  principal  personal  care products  consist of the following
product categories:

     Shaver and Grooming  Products.  The Company  distributes a complete line of
shaver and grooming  products,  including men's and women's  shavers,  beard and
mustache trimmers, nose and ear trimmers,  haircut kits and related accessories.
The Company's primary men's electric shavers consist of the MicroScreen(R)  line
of single,  dual and triple  foil  shavers as well as the  MicroFlex(R)  line of
rotary  shavers  marketed in North  America and the Fast Track(R) line of rotary
shavers marketed internationally.  The women's electric shaver category includes
a full line of women's Smooth & Silky(R)  wet/dry  shavers as well as epilators.
The  Company  distributes  electric  shaver  accessories  consisting  of  shaver
replacement parts (primarily foils and cutters),  preshave products and cleaning
agents.  Grooming products consist of the Precision(R) line, including beard and
mustache trimmers, nose hair and ear hair trimmers, and personal groomers, which
offer a selection  of grooming  accessories,  as well as a line of home  haircut
kits. Shaver and grooming products  accounted for approximately 64%, 58% and 52%
of the Company's net sales for the years ended December 31, 2002, 2001 and 2000,
respectively.

     Hair Care and  Wellness.  The hair care  products  consist of hair  dryers,
hairsetters, curling irons, hair crimpers and straighteners, hot air brushes and
lighted mirrors.  The hair dryer products  include the Company's  Vortex(R) hair
dryer, and Pro Air(R) chrome dryers. The Company's  hairsetter  products include
the Remington  Twisters(R),  Express Set(R)  hairsetter and the Smart  Setter(R)
hairsetter,  all of which incorporate  proprietary  technologies of color change
and wax core.  The curling iron products  include  Remington's  Super  Smooth(R)
brand using  Teflon(R)  non-stick  technology  which is exclusive to Remington's
haircare products.  Wellness products consist primarily of Remington's  paraffin
wax hand spas and foot  spas.  The  Company  has  decided  to  de-emphasize  its
wellness  products by  eliminating  fad  products and  continuing  to offer only
certain more established products. Hair care and wellness products accounted for
approximately  25%, 29% and 31% of the  Company's  net sales for the years ended
December 31, 2002, 2001 and 2000, respectively.

     Other Products.  Remington  sells a variety of Remington and  non-Remington
brand personal care products through the Company's service stores,  and has also
distributed  other small  appliances,  such as vacuums and  electric  irons,  in
certain markets.

Distribution

     The Company's products are sold in the United States and internationally in
many countries through mass merchandisers,  catalog showrooms, drug store chains
and department stores, in addition to the Company's service stores.

     In the United  States,  the Company sells  products  through  mass-merchant
retailers such as Wal-Mart,  K-Mart and Target, department stores such as Sears,
Federated and Kohls, drug store chains including Walgreens, Rite Aid and Eckerd,
and Remington's own service stores.  Throughout the United States, the Company's
products are sold through in excess of 20,000 retail outlets.  In addition,  the
Company  markets and  distributes  its  products  through  television  direct to
consumer  retailing  with  stations such as QVC and Internet  retailers  such as
drugstore.com, as well as the Company's own website, remington-products.com.


                                       3
<PAGE>


     On a worldwide  basis,  Wal-Mart  accounted  for  approximately  30% of the
Company's  net sales  during  the years  ended  December  31,  2002 and 2001 and
approximately  25% of the Company's net sales during the year ended December 31,
2000. No other  customer  accounted for more than 10% of the Company's net sales
in the three year period ended December 31, 2002.

U.S. Service Stores

     As of March 1, 2003,  the Company  owned and operated a chain of 69 service
stores in the United States. During 2002 there were an average of 77 stores open
compared to an average of 88 stores in 2001 and 93 stores in 2000. The number of
stores has declined over the last several years as the Company has determined to
de-emphasize  this segment in favor of investing  in its other  businesses.  The
stores are  primarily  located in shopping  malls and outlet  malls and sell and
service a variety of Remington  and  non-Remington  shavers,  personal  care and
other  products.  The service stores also oversee sales of replacement  parts to
approximately  300  independent  authorized  shaver  service  dealers across the
United States.  In 2002, 2001 and 2000 the Company's U.S. Service Stores segment
generated  approximately  9%, 11% and 12%,  respectively,  of the  Company's net
sales.

Suppliers

     All of the Company's  finished goods  inventories are  manufactured for the
Company by third  party  suppliers  primarily  located  in China and Japan.  The
Company  maintains  ownership of tools and molds used by many of its  suppliers.
The  Company's  most  significant  suppliers,   Izumi  Products,  Inc.,  Raymond
Industrial Ltd., and Specialife  Industries,  Ltd.,  accounted for approximately
45% of the  Company's  overall  cost  of  sales  in  2002.  Remington  has had a
relationship  with its  suppliers  for many years and  management  considers its
present relationships to be good.

     The Company  continues to  manufacture  certain  foil  cutting  systems and
accessories in Bridgeport,  Connecticut using proprietary cutting technology and
a series of specially designed machines. These systems are then shipped to third
party suppliers for inclusion in the finished product.

Research and Product Development

     The Company  believes  that  research  and  development  activities  are an
important  part of the  Company's  business and are  essential to its  long-term
prospects.  Research and  development  efforts at Remington allow the Company to
maintain its unique  manufacturing  strength in cutting systems for shavers. The
Company  is  continuously  pursuing  new  innovations  for its  line of  shavers
including  foil  improvements  and new cutting and trimmer  configurations.  The
Company also devotes  resources to the development of new  technologies  for its
other products.

     During 2002, 2001 and 2000,  research and  development  expenditures by the
Company amounted to approximately $3.4, $4.3 and $4.2 million, respectively.


                                       4
<PAGE>


Patents and Trademarks

     The  Company  owns over 400  patent  and  patent  applications  in  various
countries for both design and utility.  The Company's  patents  primarily  cover
electric  shavers,  cutting and trimming  mechanisms  and hair care and wellness
products.  In addition,  the Company  maintains over 1,300 different  trademarks
around the world which are utilized in connection with its products.

     As a result  of the  common  origins  of the  Company  and  Remington  Arms
Company,  Inc.  ("Remington  Arms"), the Remington mark is owned by each company
with respect to its principal products as well as associated products. Thus, the
Company  owns the  Remington  mark for  shavers,  shaver  accessories,  grooming
products and personal  care  products,  while  Remington  Arms owns the mark for
firearms,  sporting goods and products for industrial use, including  industrial
hand tools. The terms of a 1986 agreement between the Company and Remington Arms
provides for their respective rights to use the Remington trademark on products,
which are not considered  "principal products of interest" for either company. A
separate company, Remington Licensing Corporation,  owns the Remington trademark
in the U.S. with respect to any  overlapping  uses and the Company and Remington
Arms are each  licensed  to use the  trademarks  owned  by  Remington  Licensing
Corporation  in their  respective  areas of  interest.  The Company  retains the
Remington  trademark for nearly all products  which it believes can benefit from
the use of the brand name in the Company's distribution channels.

Competition

     The Company operates in highly competitive markets.  Competition for retail
sales  to  consumers  is  based  on  several   factors,   including  brand  name
recognition, value, quality, price and availability. Primary competitive factors
with respect to selling such products to retailers are brand reputation, product
categories  offered,  broad coverage within each product  category,  support and
service in addition to price.

     Remington  competes with established  producers of foil and rotary shavers,
such as  Koninklijke  Philips  Electronics,  N.V.  ("Philips")  and The Gillette
Company,  including its Braun Division,  in the U.S. and International  electric
shaver and grooming  markets.  The Company's major  competitors in the hair care
market are Conair and Helen of Troy. There are no substantial  barriers to entry
for new competitors in the personal care products industry.  However,  companies
that are able to maintain or increase the amount of retail shelf space allocated
to their respective products may gain a competitive advantage.

     The rotary  shaver market is  significant  outside the United  States.  The
continued  expansion of sales of the Company's rotary shavers outside the United
States will be affected by, among other  factors,  the outcome of ongoing  legal
actions  between the Company and Philips with respect to trademarks  and designs
registered by Philips outside the United States. See Item 3. Legal Proceedings.


                                       5
<PAGE>


Employees

     As of  March  1,  2003,  the  Company  employed  approximately  750  people
worldwide of which  approximately  90 were  employed  part-time in the Company's
service  stores.  None of the Company's  employees are  represented  by a union.
Remington believes that its relations with its employees are good.

Environmental Matters

     The Company's  manufacturing  operations  in  Bridgeport,  Connecticut  are
subject to federal,  state and local  environmental  laws and  regulations.  The
Company  believes it is in substantial  compliance  with all such  environmental
laws,  which are applicable to its operations.  In addition,  as part of routine
reporting  requirements in connection with past property transfers,  the Company
has reported to the  Connecticut  Department of  Environmental  Protection  (the
"CTDEP") that it has detected  petroleum,  metals and solvent  compounds in soil
and  ground  water  samples  taken from its  Bridgeport  facility.  The  general
remedial strategies have been selected by the Company and those strategies which
require CTDEP approvals have been submitted for approval.  All other  strategies
do not require approval for  implementation.  In addition to its ongoing program
of  environmental  compliance,  the Company has accruals of  approximately  $0.7
million to cover the anticipated costs of the remediation.  The Company believes
that any required change to the reserves due to the inherent uncertainties as to
the  ultimate  costs  for  the  remediation   activities  which  are  eventually
undertaken would not be material to the Company's  financial position or results
of operations.

International Operations and Distribution

     Remington's  International  segment  generated  approximately  27%  of  the
Company's net sales in 2002 and 2001,  respectively and approximately 31% of the
Company's net sales in 2000. The Company's international network of subsidiaries
and distributors  currently extends to over 85 countries worldwide.  The Company
distributes  its products  through  direct  sales  forces  located in the United
Kingdom,  Germany,  Italy,  France,  Ireland,  Australia and New Zealand. In all
other parts of the world the Company  distributes  its  products  through  local
distributors.

     The Company distributes products internationally through department stores,
catalog showrooms, mass merchandisers, drug stores, specialized shaver shops and
mail order  distributors  as well as through the Company's 10 service  stores in
the United  Kingdom.  In June 2000,  the Company  sold its 12 service  stores in
Australia.

     Additional  financial  information  relating to  Remington's  international
operations is set forth in Note 13 (Business Segment and Geographic Information)
of the "Notes to  Consolidated  Financial  Statements" of the Company  appearing
elsewhere herein.


                                       6
<PAGE>


Risk Factors

     In  connection  with a review  of this  Annual  Report  on Form  10-K,  the
following risk factors should be considered carefully.

     Debt.  Remington has a significant  amount of indebtedness.  As of December
31, 2002 the Company had outstanding  indebtedness of approximately $187 million
or  approximately  $154  million net of cash and cash  equivalents.  Remington's
substantial  indebtedness  could have important  consequences.  For example,  it
could:


-    make  it more  difficult  for  the  Company  to  meet  its  obligations  to
     creditors,  including holders of its Senior  Subordinated  Notes, who could
     then require the Company to do such things as restructure its indebtedness,
     sell assets, or raise additional debt or equity capital;
-    limit the  Company's  ability  to borrow  additional  amounts  for  working
     capital,  capital  expenditures,  acquisitions,  debt service requirements,
     execution of the Company's growth strategy,  research and development costs
     or other purposes;
-    require the Company to dedicate a  substantial  portion of its cash flow to
     pay  principal  and  interest  on its debt,  which  will  reduce  the funds
     available for working capital, capital expenditures, acquisitions and other
     general corporate purposes;
-    limit the Company's  flexibility in planning for and reacting to changes in
     its business and in the industry in which the Company  operates  that could
     make it more  vulnerable to adverse changes in general  economic,  industry
     and competitive  conditions and adverse  changes in government  regulation;
     and
-    place the Company at a disadvantage  compared to its competitors  that have
     less debt.

     Any of the above listed  factors  could have a material  adverse  affect on
Remington's  business  and  results of  operations  and its  ability to meet its
obligations.

     The credit  agreement  governing the Company's  revolving  credit  facility
restricts  management's  discretion  in operating  the  Company's  business.  In
addition,  the credit  agreement  requires  the  Company to  maintain  specified
financial ratios and tests,  among other  obligations.  In addition,  the credit
agreement  governing the Company's  revolving credit facility  restricts,  among
other things, the Company's:

-        ability to incur additional indebtedness;
-        ability to make acquisitions; and
-        ability to make capital expenditures.

     Market  Uncertainties.  The markets in which Remington  competes are highly
competitive.  The  Company  competes  with large and  established  national  and
multinational  companies,  as well as smaller  companies,  in all of its product
lines.   Some  of  these   competitors  have,  and  new  competitors  may  have,
substantially greater resources than Remington has.  Consequently,  it cannot be
assured that Remington will be able to compete effectively in the future.


                                       7
<PAGE>


     Manufacturing  Uncertainties.  The  Company  depends on  comparatively  few
suppliers.  The vast majority of finished  goods are  manufactured  by suppliers
located in China and Japan.  The Company's three most  significant  suppliers of
finished  goods in 2002  accounted  for  approximately  45% of the total cost of
sales, with the largest supplier comprising  approximately 21% of the total cost
of sales.  Any  adverse  change in any of the  following  could  have a material
adverse effect on Remington's business:

-        relationships with these suppliers;
-        the financial condition of these suppliers;
-        the ability to import outsourced products; or
-        these suppliers' ability to manufacture and deliver outsourced products
         on a timely basis.

     Although the Company has  long-established  relationships  with many of its
suppliers,  it does not have long-term  contracts with any of its suppliers.  It
cannot be assured that the Company could quickly or  effectively  replace any of
its suppliers if the need arose, and it cannot be assured that the Company could
retrieve  tooling  and  molds  possessed  by any of its  suppliers.  Remington's
dependence on these few  suppliers  could also  adversely  affect its ability to
react  quickly and  effectively  to changes in the market for its  products.  In
addition,   international   manufacturing  is  subject  to  significant   risks,
including:

-        labor unrest;
-        political instability;
-        restrictions on transfer of funds;
-        domestic and international customs and tariffs;
-        unexpected changes in regulatory environments; and
-        potentially adverse tax consequences.

     It  cannot be  assured  that  Remington's  business  will not be  adversely
affected by the aforementioned risks, each of which could have an adverse effect
on its ability to increase or maintain its  international  importing  activities
and/or on its results of operations.

     Remington depends on a single manufacturing  facility for certain essential
parts of its products.  Remington  manufactures the majority of its foil cutting
systems,  using specially designed machines and proprietary  cutting technology,
at its sole  company-owned  manufacturing  facility in Bridgeport,  Connecticut.
This  manufacturing  facility is subject to the normal hazards that could result
in any  material  damage  to any such  facility.  Damage  to this  facility,  or
prolonged  interruption  in the operations of this facility for repairs or other
reasons,  would have a material adverse effect on Remington's financial position
and its results of operations.

     Product  Introductions.  The  Company  cannot be certain  that its  product
innovations and marketing successes will continue. The Company believes that its
future  success  will  depend,  in part,  upon its  ability to  continue  making
innovations in its existing products and to develop,  manufacture and market new
products.  The  Company  cannot  assure  that  it  will  be  successful  in  the
introduction,   marketing  and  manufacture  of  any  new  products  or  product
innovations.  Furthermore,  there can be no  assurance  that the Company will be
able to develop and  introduce  new  products or  improvements  to its  existing
products which satisfy customer needs or achieve market acceptance.  The failure
to develop  products and introduce  them  successfully  in a timely manner could
adversely affect Remington's financial condition and its results of operations.


                                       8
<PAGE>


     Customer  Concentration.  A small number of major  customers  account for a
significant  percentage of Remington's total net sales, and a decrease in orders
from these major customers would cause the Company's net sales and profitability
to decline.

     Net  sales  to  the  Company's   five  largest   customers   accounted  for
approximately  50% of its  total  net  sales in  2002.  Wal-Mart  accounted  for
approximately  30% of its net sales  worldwide  during 2002.  No other  customer
accounted  for  more  than 10% of the  Company's  worldwide  net  sales in 2002.
Although  the  Company  has  long-established  relationships  with  many  of its
customers,  it does not have long-term  contracts  with any of its customers.  A
decrease in business  from any of the  Company's  major  customers  could have a
material  adverse  effect on the  Company's  financial  condition and results of
operations.

     On January 22, 2002,  Kmart, one of the Company's  largest U.S.  customers,
filed for protection  under Chapter 11 of the U.S.  Bankruptcy  Code.  While the
outcome of the bankruptcy  case can not be predicted,  the Company  continues to
ship  product  to Kmart  and is  hopeful  that the  customer  will  successfully
reorganize  and emerge from  bankruptcy in 2003, as announced.  However,  if the
customer is unsuccessful in reorganizing,  there could be a short-term  material
adverse effect to the Company's  operating  results.  It is the Company's belief
that continued  consumer demand for its products would ultimately be absorbed by
the Company's other customers, although there can be no assurance of this. Kmart
accounted for approximately 7% of the Company's net sales for each of the fiscal
years ended December 31, 2002,  2001 and 2000.  The Company has no  pre-petition
receivables from Kmart.

     Currency Risk. The Company is subject to foreign currency fluctuations as a
result of its foreign  operations.  In 2002, 31% of the Company's net sales were
made outside the United  States.  The U.S.  dollar value of the Company's  sales
varies with currency  exchange rate  fluctuations.  Changes in currency exchange
rates could have an adverse  effect on results of  operations  and the Company's
ability to meet interest and principal  obligations  on its debt.  The Company's
results of operations are affected by changes in exchange  rates.  The Company's
foreign  subsidiaries  sell  products  in  local  currency.  While  many  of the
Company's  selling  and  distribution   costs  are  also  denominated  in  these
currencies,  a large portion of product costs are U.S. dollar  denominated.  The
Company takes  precautions  against these  fluctuations by entering into foreign
exchange forward contracts, which, in effect, lock in U.S. dollar exchange rates
for products which the Company's foreign subsidiaries  purchase.  However, there
can be no assurance that significant changes in currency exchange rates will not
have an adverse impact on the Company's business or results of operations.

     Managing Growth.  The Company may be unsuccessful in managing the growth of
its business or integrating possible future  acquisitions.  It cannot be assured
that  the  Company  will be able  to  either  identify  and  acquire  attractive
acquisition  candidates  at prices  and on terms  favorable  to it or succeed at
effectively and profitably managing the integration of an acquired business.


                                       9
<PAGE>


     Reliance on Key  Personnel.  The loss of the services of any members of the
Company's  senior  management  team could  adversely  affect its  business.  The
Company is dependent on the continued  services of its senior  management  team.
The loss of any key  personnel  could  have an adverse  effect on the  Company's
business.  The Company does not  maintain  key-person  insurance  for any of its
officers, employees or directors.

     Litigation.  The Company is engaged in a number of active  litigations.  In
addition to litigation  arising in the ordinary course of business,  the Company
is  involved  in a series of legal  disputes  with  Philips.  In each of several
related  actions  which are pending in the United  Kingdom,  Philips has alleged
that the sale of Remington's rotary shavers infringes upon registered trademarks
owned by  Philips.  Accordingly,  Philips is  seeking  damages  and  injunctions
relating to the rotary  shavers  which  Remington  sells in the United  Kingdom.
Remington is defending  these  actions  vigorously  and has filed  counterclaims
alleging the invalidity of Philip's trademarks. The Company has filed preemptive
claims  against  Philips in each of France and Italy  seeking to nullify  rotary
shaver trademarks held by Philips in these countries. In response to Remington's
claims  and the sale by  Remington  of its  rotary  shavers,  Philips  has filed
counterclaims alleging trademark infringement by Remington. It cannot be assured
that  the  consequences  of any  adverse  findings  against  Remington  in these
litigations will not have an adverse effect on the Company's  financial position
or results of operations.


ITEM 2.  Properties

     The following  table sets forth  information as of March 1, 2003 concerning
the principal facilities of the Company.


Facility                   Function                              Square Feet

Bridgeport, CT             Headquarters (Owned)                      40,000
Bridgeport, CT             Manufacturing (Owned)                    167,000

     In addition to these properties,  Remington leases offices and/or warehouse
space in the United States, Canada, the United Kingdom,  Germany, France, Italy,
Ireland,  Australia,  New Zealand,  Hong Kong and China.  Remington  also leases
retail space for its 79 service stores, of which 69 are in the United States and
10 are in the United Kingdom.  Leases for service stores  generally extend up to
five years. The majority of the leases contain escalation clauses, which provide
for  increases  in rent to enable  the  lessor to recover  future  increases  in
certain  operating costs.  Certain leases require  additional  payments based on
sales volume.


                                       10
<PAGE>


ITEM 3.  Legal Proceedings

     The  Company is  involved  in a number of  international  litigations  with
Philips relative to intellectual property rights,  including trademarks owned by
Philips,  relating  to the shape of the head  portion of Philips'  three  headed
rotary  shaver.  It is  essential to the  Company's  efforts to continue to sell
rotary shavers in countries where such trademark and other intellectual property
rights are in dispute and that it be successful in these litigations.  Following
is a summary of these litigations.

Koninklijke Philips Electronics N.V. v. Remington Consumer Products Limited
(U.K.)

     This action  involves a claim by Philips  that  Remington's  sale of rotary
shavers in the United Kingdom infringed its design patent and trademark. Philips
had been seeking an  injunction  and damages with respect to all rotary  shavers
sold by Remington. Remington is vigorously defending the action. Pursuant to the
judgment after trial,  the court found that Remington did not infringe  Philips'
design  patent or trademark and that  Philips'  trademark  was invalid.  Philips
appealed the judgment  with respect to the  trademark  issue and on May 5, 1999,
the Court of Appeal,  in a  "provisional  view," upheld the decision of the High
Court that there was no  infringement  by Remington of the registered  trademark
and that the registered trademark was invalid. The Court of Appeal held that the
issues between the parties raised  difficult  questions of  construction  of the
Trademark Directive of the European Community and referred questions relating to
the  construction of this Directive to the European Court of Justice (the "ECJ")
for its opinion.

     On June 18,  2002,  the ECJ  rendered  its  decision  in the  case.  In its
decision,  which will govern the  trademark  laws of each of the fifteen  member
countries of the European Union,  the ECJ ruled in conformity with the arguments
that had been  advanced  by the  Company to the effect  that a shape  consisting
exclusively  of the shape of a product is  unregistrable  as a trademark  (or is
subject to being declared  invalid if it had been  registered as a trademark) if
it is  established  that the  essential  functional  features  of that shape are
attributable  only to the  technical  result.  The ECJ  further  ruled  that the
inability  to  register  such a shape as a  trademark  (or the  trademark  being
subject to being declared invalid) cannot be overcome by establishing that there
are  other  shapes  which  allow  the  same  technical  result  to be  obtained.
Management  of the Company  believes that the decision of the ECJ will result in
the  affirmation  by the  U.K.  Court of  Appeal  of its  provisional  decision,
although no assurance can be given in this regard.

     On February 15, 2000,  Philips  commenced a second action against Remington
in the High Court of Justice of the United  Kingdom.  This second  suit  alleges
that the sale of Remington's rotary shavers infringes a registered  trademark of
Philips.  Philips seeks injunctive relief,  mandatory delivery or destruction of
the allegedly infringing articles,  money damages, and other relief. This second
case differs from the first  action  described  above only in that it involves a
registered  trademark  which  differs  in minor  respects  from  the  registered
trademark at issue in the first action. The Company believes that the issues are
the  same in both  actions  and that  the  outcome  of the  second  action  will
ultimately  be determined  based on the outcome of the first action.  The second
suit had been stayed by agreement of the parties  pending the  determination  of
the ECJ in the first  action.  It is currently  expected that this second action
will proceed to trial in the High Court later in 2003.


                                       11
<PAGE>

Remington Consumer Products Limited v. Koninklijke Philips Electronics N.V.
(France)

     This action involves a preemptive claim filed by Remington  against Philips
in the Paris First Instance Court on May 17, 2000,  seeking the nullification of
Philips  rotary shaver head  trademarks in France.  On or about October 4, 2000,
Philips  filed a Writ of Summons  with the Paris  Lower  Civil  Court  asserting
trademark  infringement  against Remington and seeking an injunction and damages
with respect to all rotary  shavers sold by  Remington.  Remington is vigorously
defending the action.

     On or about October 26, 2000, Philips filed a second Writ of Summons in the
Paris Lower Civil Court seeking a preliminary  injunction to prohibit  Remington
from selling its rotary shavers. The hearing in this matter occurred on November
15, 2000 and, on December 4, 2000,  the Court issued its order denying  Philips'
request for an injunction. On December 22, 2000, Philips filed a Writ of Summons
with the Paris Court of Appeal  seeking the  injunction  referred to above.  The
hearing in this  matter  occurred  on January 10, 2001 and, on February 7, 2001,
the Court of Appeal affirmed the denial of Philips' request for an injunction. A
hearing on the merits in the principal action is currently  expected to occur in
April 2003.

Remington Consumer Products Limited v. Koninklijke Philips Electronics NV
(Italy)

     This action involves a preemptive claim filed by Remington  against Philips
in the Tribunal of the City of Milan on May 15, 2000  seeking the  nullification
of Philips'  rotary shaver head  trademarks in Italy and a declaration  that the
sale of Remington's rotary shavers does not constitute trademark infringement or
unfair  competition  on the part of  Remington.  On or about  November 15, 2000,
Philips filed a Writ of Summons with the Court asserting trademark  infringement
against  Remington  and seeking an  injunction  and damages  with respect to all
rotary shavers sold by Remington.  Remington is vigorously defending the action.
A  hearing  on the  matter  was held on March 6,  2001,  at which  time  Philips
withdrew its request for an injunction. A hearing on the merits in the principal
action is currently expected to occur later in 2003.

Koninklijke Philips Electronics N.V. v Remington Products GmbH (Germany)

     On August 16, 2002, Philips commenced an action against Remington Products,
GmbH, a subsidiary of Remington, in the District Court of Cologne, Germany. This
suit seeks to enjoin the sale of Remington's rotary shavers in Germany and other
relief,  and  alleges  that the sale of  Remington's  rotary  shavers  infringes
Philips'  registered  trademark and constitutes  unfair competition under German
law. On August 20, 2002,  the Cologne  court  granted an  injunction  to Philips
under the German Unfair Competition Act, thereby  prohibiting the offer and sale
of these  shavers in Germany.  Remington  has  appealed  this  decision and this
appeal is currently  scheduled to be heard by the Cologne Second  Instance Court
on April 4, 2003. On September 5, 2002,  Philips commenced a main action against
Remington Products,  GmbH in the District Court of Cologne to accompany the suit
for an  injunction  described  above.  This  action  seeks to enjoin the sale of
Remington  rotary  shavers,  money  damages and other  relief.  A hearing on the
merits of the principal action is currently expected to occur later in 2003.


                                       12
<PAGE>


Koninklijke Philips Electronics N.V. v River International, S.A. (Spain)

     On  December  5,  2002,   Philips   commenced  an  action   against   River
International,  S.A. ("River"), the distributor of Remington's rotary shavers in
Spain,  in the Court of First  Instance of Barcelona.  This suit seeks to enjoin
the sale of  Remington  rotary  shavers in Spain,  withdrawal  from the  Spanish
market of the Remington rotary shavers, money damages and other relief. Pursuant
to an indemnity  agreement  between the parties,  Remington  has  undertaken  to
indemnify  River for all of  River's  costs and  expenses  associated  with this
litigation.  On January 27, 2003, the court granted an injunction to Philips and
required  that it post a bond with the court in the amount of 700,000  Euros per
year in order to enforce the injunction.  However, the Court also indicated that
the  injunction  would not be  enforced in the event River also posted a bond in
the identical  amount with the court.  River has appealed this  decision,  and a
hearing  relative to the appeal is currently  expected to occur later in 2003. A
hearing on the merits in the  principal  action is also  currently  expected  to
occur later in 2003. On March 12, 2003,  Remington  commenced an action  against
Philips in the Court of First Instance of Barcelona  seeking to cancel  Philips'
registered  trademark in Spain.  No hearings have been  scheduled as yet in this
litigation.

     In view of the  decision  of the ECJ,  the  Company  believes  that the law
within the  European  Union with respect to the  registrability  by Philips as a
trademark of the shapes of its rotary shaver heads as currently in existence has
been  resolved in  Remington's  favor and is  therefore  settled.  However,  the
Company  believes  that it is likely  that  Philips  will  continue  to initiate
litigation  against it based on trademark  infringement  in countries  where the
Company  seeks to sell its rotary  shavers.  The Company  further  believes that
pending and future  litigation within the European Union between the Company and
Philips based on the sale by Remington of three-headed  rotary shavers will also
involve  questions  as to whether  the sale of the  Remington  shavers  violates
national laws of member countries which govern unfair  competition.  The Company
does not believe that such sales  violate any such unfair  competition  laws. No
assurance, however, can be given as to the ultimate outcome of pending or future
litigation  between the parties  with respect to these  matters.  At the present
time,  the Company cannot assess the damages that it would incur in the event it
were to lose one or more of the  pending  or future  litigations  with  Philips,
although it does  believe  that such a loss or losses  would not have a material
adverse effect on its consolidated  financial position or results of operations.
Pursuant to the terms of an agreement with Izumi Products Company dated April 1,
1996, as amended,  all expenses and losses,  including  any  potential  damages,
arising from or in connection with these litigations will be shared equally with
Izumi.

     The Company is a party to other  lawsuits  and  administrative  proceedings
which arise in the ordinary  course of business.  Although the final  results of
such suits and proceedings  cannot be predicted,  the Company presently believes
that any liability that may ultimately  result will not have a material  adverse
effect on the Company's financial position or results of operations.


ITEM 4.   Submission of Matters to a Vote of Securities Holders

     No matters were submitted to a vote of securities holders during the fourth
quarter of 2002.


                                       13
<PAGE>

                                     PART II

ITEM 5.   Market for Registrant's Common Equity and Related Stockholder Matters

(a) Market Information

     The  Company's  capital  structure  consists of common  units (the  "Common
Units"),  which  represent  the  common  equity of the  Company,  and  preferred
members' equity (the "Preferred Equity"),  together,  with the Common Units, the
"Equity". There is no established public trading market for the Equity.

(b) Holders

     As of March 1, 2003, there were two beneficial owners of the Equity.

(c) Dividends

     Pursuant to the Amended and Restated Limited Liability  Company  Agreement,
the Company is required  to make cash  distributions  to the members in order to
reimburse them for tax liabilities  incurred on earnings of the Company.  A cash
dividend of $104  thousand was paid to Vestar  affiliated  entities in 2001.  No
other cash  distributions  have been paid with  respect to the Equity  since its
inception in May 1996. In addition,  the Company's  long-term debt arrangements,
which  are  discussed  in  Note  6  of  the  "Notes  to  Consolidated  Financial
Statements," significantly restrict the payment of dividends.

(d) Recent Sales of Unregistered Securities

    None.


ITEM 6.   Selected Financial Data

     The following table summarizes selected financial information and should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition and Results of Operations" and the Consolidated  Financial  Statements
and accompanying notes thereto appearing elsewhere herein (in thousands):


                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                     -----------------------------------------------------------------------------
                                       2002              2001               2000           1999             1998
                                     --------          --------           --------       --------         --------
<S>                                    <C>               <C>             <C>              <C>             <C>
Statement of  Operations Data:

Net sales                             $365,061          $356,022         $342,180        $299,500        $252,300

Operating  income                       40,157             1,903           38,255          29,120           6,016

Interest expense, net                   24,196            26,341           24,368          21,494          20,499

Net income (loss) (1)                   16,773           (23,381)          12,737           6,035         (15,337)

Depreciation and amortization            3,402             5,834            5,753           5,555           5,169

Balance Sheet Data (at period end):

Working capital                        $82,552           $87,446         $106,039         $85,053         $68,294

Total assets                           235,116           241,736          242,487         223,990         195,727

Total debt                             187,090           213,042          203,266         195,841         187,668

Total debt, net of cash & cash
equivalents                            154,244           208,955          192,924         185,970         183,419

Cumulative  Preferred Dividend (2)      73,335            58,243           44,835          32,921          22,336
</TABLE>

-------------------------------
     (1) Due to the  fact  that  the  Company  is a  limited  liability  company
("L.L.C.")  federal  income  taxes on net  earnings  of the  Company are payable
directly by the members pursuant to the Internal Revenue Code.  Accordingly,  no
provision  has been made for  federal  income  taxes for the  Company.  However,
certain state and local  jurisdictions do not recognize L.L.C. status for taxing
purposes and require taxes to be paid on net earnings. Furthermore,  earnings of
certain foreign operations are taxable under local statutes.
     (2)  Dividend  payments  are  subject to  restrictions  by the terms of the
Company's debt  agreements.  See Note 6 of the "Notes to Consolidated  Financial
Statements."


                                       15
<PAGE>


ITEM 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations

     The  following  table sets forth the Company's  consolidated  statements of
operations,  including net sales by its North American,  International  and U.S.
Service Stores operating segments, as well as the Company's consolidated results
of  operations  expressed  as a  percentage  of net sales  for the  years  ended
December  31,  2002,  2001 and 2000 (in  millions  except for  percentages).  In
accordance with new accounting profession guidelines,  net sales for all periods
reflect reductions for certain costs which have been reclassified, primarily the
cost of  cooperative  advertising  with trade  customers  which were  previously
included in selling,  general and administrative expenses. The discussion should
be  read  in  connection  with  the   Consolidated   Financial   Statements  and
accompanying notes thereto appearing elsewhere herein.
<TABLE>
<CAPTION>
                                          2002                           2001                          2000
                                     ------------------           ----------------------       --------------------
                                       $            %               $                %           $              %
                                     -----         ----           -----            -----       -----          -----
  <S>                                  <C>           <C>             <C>             <C>          <C>             <C>
     Net Sales:
     North America                   $232.7       63.8             $220.5          61.9         $192.1         56.1
     International                     99.0       27.1               96.8          27.2          107.4         31.4
     U.S. Service Stores               33.4        9.1               38.7          10.9           42.7         12.5
                                     -------     ------            -------        ------        -------       ------
                                      365.1      100.0              356.0         100.0          342.2        100.0
     Cost of sales                    210.0       57.5              230.5          64.7          196.5         57.4
                                     -------     ------            -------        ------        -------       ------
     Gross profit                     155.1       42.5              125.5          35.3          145.7         42.6

     Selling, general and
      administrative expenses         114.4       31.4              121.7          34.3          105.4         30.8

     Amortization of intangibles        0.5        0.1                1.9           0.5            2.0          0.6
                                     -------     ------            -------        ------        -------       ------
     Operating Income:
     North America                     37.4       10.2               21.3           5.9           32.4          9.5
     International                      4.6        1.3              (15.3)         (4.3)           8.5          2.5
     U.S. Service Stores                1.6        0.4                1.7           0.5            3.2          0.9
     Depreciation and
       amortization                    (3.4)      (0.9)              (5.8)         (1.6)          (5.8)        (1.7)
                                     -------     ------            -------        ------        -------       ------
     Total operating income            40.2       11.0                1.9           0.5           38.3         11.2

     Interest expense, net             24.2        6.6               26.3           7.4           24.4          7.2
     Other expense (income)            (1.0)      (0.3)               2.1           0.5            0.8          0.2
                                     -------     ------            -------        ------        -------       ------
     Income (loss)before
       income taxes                    17.0        4.7              (26.5)         (7.4)          13.1          3.8
     Provision (benefit)for
       income taxes                     0.2        0.1               (3.1)         (0.8)           0.4          0.1
                                     -------     ------            -------        ------        -------       ------
     Net income (loss)               $ 16.8        4.6%            $(23.4)         (6.6%)       $ 12.7          3.7%
                                     =======     ======            =======        ======        =======       ======
</TABLE>


                                       16
<PAGE>

Year Ended December 31, 2002 Compared to the Year Ended December 31, 2001

     Net  Sales.  Net sales for the year ended  December  31,  2002 were  $365.1
million,  an  increase  of 3%  compared  to $356.0  million  for the year  ended
December 31, 2001. This increase is attributable primarily to the North American
segment  which   experienced   continued   strong  growth.   Net  sales  in  the
International  segment increased over the prior year as a result of the positive
impact of foreign currency  fluctuations  while sales in the U.S. Service Stores
segment   decreased.   Excluding  the  positive   impact  of  foreign   currency
consolidated net sales increased 1% over the prior year.

     Despite a weak retail  environment  in 2002, net sales in North America for
the year ended  December  31, 2002  increased 6% to $232.7  million  compared to
$220.5 million for the year ended  December 31, 2001.  Shaver and grooming sales
continued to drive the growth while sales of haircare  products also experienced
moderate  growth.  Both of these  increases  were  primarily  the  result of new
product   introductions   occurring  over  the  last  two  years  and  increased
distribution,  primarily  at  existing  customers.  Sales of  wellness  products
decreased  significantly  as a result of the Company's  decision to de-emphasize
this product line by  eliminating  fad  products  and  continuing  to offer only
certain more established products.

     International  net sales were $99.0 million for the year ended December 31,
2002,  an increase of 2% compared to $96.8  million for the year ended  December
31, 2001. Excluding the $6.2 million positive impact of foreign currency,  sales
in the International  segment actually  decreased 4% from the prior year. Higher
sales of shaver,  grooming and haircare  products  were offset by lower sales of
wellness products.

     Net sales through the Company's U.S.  Service Stores decreased 14% to $33.4
million for the year ended  December 31, 2002  compared to $38.7 million for the
year ended December 31, 2001. The decrease was due to an average of eleven fewer
stores open during the year ended  December 31, 2002 as well as a 6% decrease in
same store sales,  defined as all stores operating for twelve months in 2002 and
in 2001.  The number of stores has declined  over the last several  years as the
Company   de-emphasizes  this  segment  in  favor  of  investing  in  its  other
businesses.

     Gross Profit. Gross profit was $155.1 million or 42.5% of net sales for the
year ended  December 31, 2002  compared to $125.5  million or 35.3% of net sales
for the year ended  December  31,  2001.  The  increase in gross  profit was due
primarily to $19.4 million in charges incurred in the second and fourth quarters
of 2001, as referred to below. Also contributing to the improved gross profit in
2002 was the  increase in sales and margin  percentage  of shaver,  grooming and
haircare products.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased to $114.4  million or 31.4% of net sales for
the year ended  December 31, 2002 compared  with $121.7  million or 34.3% of net
sales for the year ended  December 31, 2001.  The decrease was due  primarily to
$7.0 million in charges  incurred in the second and fourth quarters of the prior
year, as referred to below.  Also impacting  selling general and  administrative
expenses  in 2002  were  lower  distribution  expenses  resulting  from  process
improvements  in the area of  logistics  and a shift in  product  mix away  from
heavier and bulkier wellness products. This decrease in distribution expense was
mostly  offset  by  an  increase  in  other  administrative  expenses,  relating
principally to an increase in incentive bonus expense.


                                       17
<PAGE>


     Operating  Income.  Operating  income for the year 2002  increased to $40.2
million  compared to $1.9 million in 2001.  The increase in operating  income is
attributable  to the higher  sales and  margins and lower  selling,  general and
administrative  expenses. Also impacting operating income was a decrease of $1.4
million in intangible amortization as a result of the discontinuance of goodwill
and tradename  amortization in accordance  with new accounting  rules under SFAS
No. 142, Goodwill and Other Intangible Assets.

     Net Interest  Expense.  Net interest expense decreased to $24.2 million for
the year ended  December 31, 2002  compared to $26.3  million for the year ended
December 31, 2001. The decline was the result of lower average borrowings during
2002.  Partially  offsetting this decline were slightly higher average  interest
rates during 2002  resulting  from the sale of $50 million of additional  senior
subordinated notes in April 2001.

     Other  Expense  (Income).  Other income was $1.0 million for the year ended
December 31, 2002  compared to other  expense of $2.1 million for the year ended
December 31, 2001. The change from year to year is due principally to the impact
of fluctuations in foreign currency rates on U.S. dollar denominated obligations
of  the  Company's  International  segment  and  the  resulting  recognition  of
unrealized currency gains and losses in 2002 and 2001, respectively.

     Provision  (Benefit) for Income  Taxes.  The net provision for income taxes
was $0.2  million  for the year 2002  compared  to a net benefit in 2001 of $3.1
million.  The current year provision was the result of pretax earnings generated
within the Company's International segment, while the prior year's provision was
the  result  of pretax  losses  generated  within  the  Company's  International
segment.


Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000


     Overview.  For the year ended December 31, 2001,  the Company  reported net
sales and operating  income of $356.0  million and $1.9  million,  respectively,
compared to $342.2 million and $38.3 million,  respectively,  in the prior year.
Higher sales versus year ago were  attributable to the strength of the Company's
North American business,  particularly its shaver and grooming line.  Offsetting
higher  operating income from the higher sales were the following  factors:  (1)
Fourth quarter charges of $9.9 million related  primarily to obsolete  products;
(2) $13.0 million in unexpected  costs  recognized in the second quarter of 2001
primarily related to the Company's U.K. subsidiary;  (3) Higher customer returns
provisions,  and higher  distribution  and other costs,  and (4) Other  one-time
fourth quarter charges of $3.5 million for customer credit and other costs.

     Of the $9.9  million of costs  recognized  in the  fourth  quarter of 2001,
inventory  charges and other related costs amounted to $7.7 million to recognize
the estimated market value of certain products primarily within the haircare and
wellness line that have become  obsolete.  Tooling and component  write-offs for
discontinued  products amounted to $1.1 million.  Further,  the Company incurred
$0.6  million  of  severance  costs and $0.5  million of costs  associated  with
consolidating two adjacent office buildings in the U.K. into one.

     Of the $13.0  million of unexpected  second  quarter  costs,  $11.0 million
related to the  Company's  business in the U.K. This $11.0 million was comprised
of $5.9 million associated with logistics operations,  $2.7 million of inventory
write-downs,  $1.5 million of higher trade  promotion  costs and $0.9 million of
other costs.  Logistics costs in the U.K.  business were impacted by unnecessary
complexities  in that  business,  including the  proliferation  of stock keeping
units ("sku's") and the support required of the U.K.  distribution  facility for
the  Company's  operations  in  Continental  Europe.  In order to  address  this
situation,  the Company in the third quarter of 2001 completed its transition to
new third party  distribution  centers in the U.K. and, to support the Company's
business in Continental Europe, Germany. The second quarter of 2001 was impacted
further  by  a  $1.0   million   charge  to   inventory   to   reflect   product
discontinuations in North America. An additional $1.0 million of severance costs
was  recognized  by the  Company in the second  quarter in  connection  with the
initiative undertaken by it in the second quarter to simplify product offerings.
Of the $13.0 million of unexpected  costs recorded in the second quarter,  $10.6
million  negatively  impacted  gross  profit  and the  balance  of $2.4  million
impacted selling, general and administrative costs.


                                       18
<PAGE>


     Provisions  for sales returns were higher,  due primarily to  disappointing
results from certain of the  Company's  promotional  programs  occasioned by the
impact of a general  economic and retail  slowdown  during the critical  holiday
period.  Higher distribution costs were incurred primarily because of a shift in
product mix to heavier and bulkier haircare and wellness items and to continuing
transition costs of moving to new distribution  centers in the U.S. the U.K. and
Germany. Other factors impacting gross margin were lower pricing with respect to
haircare and  wellness  products in order to meet  competitive  activity and the
weak holiday retail  environment,  and the impact on cost of sales of a stronger
dollar.

     Net Sales.  Net sales for the year ended  December 31, 2001 increased 4% to
$356.0 million  compared to $342.2 million for the year ended December 31, 2000.
The sales increase was driven by stronger sales in the Company's  North American
segment  predominately  in its shaver and grooming  category.  This increase was
partially offset by decreased sales in the International and U.S. Service Stores
segments.

     Net sales in North  America  increased  15% to $220.5  million for the year
ended  December  31,  2001,  compared  to net sales in the prior  year of $192.1
million.  Shaver and grooming sales continued their strong growth as a result of
increased   distribution   at  new  and  existing   customers  and  new  product
introductions during the last two years. The haircare and wellness category also
experienced  sales growth in 2001 primarily as a result of the  introduction  of
new  products.  The sales  increase in each of these  product  lines was in part
offset by higher  provisions  for sales returns and, in the case of haircare and
wellness  products,  by lower pricing,  all of which resulted from a weaker than
expected holiday retail environment and competitive issues.

     Net sales for the International  business decreased 10% to $96.8 million in
2001  compared to $107.4  million in 2000.  Most of this  decline was due to the
negative  impact  of  foreign  currency.  The  balance  of the  decline  was due
primarily  to the  combination  of  weaker  sales  in the  U.K.,  due in part to
logistics  difficulties  and lower sales in  Australia  resulting  from a weaker
economic  environment and the sale of the Australian Service Stores in the third
quarter of 2000, partially offset by sales increases in continental Europe.


                                       19
<PAGE>


     Net sales in the Company's  U.S.  Service  Stores  segment  decreased 9% to
$38.7 million for the year ended  December 31, 2001 compared to $42.7 million in
2000. A weaker retail environment, together with an average of five fewer stores
during  2001,  were the primary  factors for the  decrease.  As a result of this
weaker environment, same store sales, defined as all stores operating for twelve
months in 2001 and in 2000, decreased 5% from 2000 to 2001. The number of stores
has  declined  over the last  couple of years as the  leases on  underperforming
stores have not been  renewed and as the Company  pursues a strategy of limiting
the opening of new stores in favor of investing in its other businesses.

     Gross Profit.  Gross profit was $125.5  million,  or 35.3% of net sales for
the year ended  December 31, 2001  compared to $145.7  million,  or 42.6% of net
sales for the year ended  December  31,  2000.  The  positive  margin  impact of
increased  shaver and  grooming  sales in North  America was more than offset by
fourth  quarter  charges of $8.8  million  primarily  associated  with  obsolete
haircare  and  wellness  products  and  $10.6  million  of  the  second  quarter
unexpected  costs  referred to above.  The gross margin was further  impacted by
higher  provisions  for  sales  returns,  as well as the  lower  pricing  in the
haircare  and  wellness   category   resulting  from  a  weaker  holiday  retail
environment and competitive issues. Also impacting gross profit was the negative
impact of foreign currency on product costs in the International segment.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased to $121.7  million or 34.3% of net sales for
the year ended  December  31, 2001,  compared to $105.4  million or 30.8% of net
sales for the year ended  December  31, 2000.  Included in selling,  general and
administrative  expenses  in 2001 are $4.6  million  of fourth  quarter  charges
primarily  associated  with  customer  credit,  office  consolidation  and other
charges,  and $2.4  million  of the  unexpected  costs  recorded  in the  second
quarter.  In addition,  higher distribution costs related to heavier and bulkier
wellness  products and the moving and  consolidation of distribution  centers in
the U.S. and Europe also impacted the increase over the prior year.

     Operating Income. Operating income for the year ended December 31, 2001 was
$1.9 million, or 0.5% of net sales,  compared to $38.3 million or 11.2% in 2000.
Despite an increase in net sales,  the lower  gross  profit and higher  selling,
general  and  administrative  expenses,  as  discussed  above,  resulted  in the
significant decline in operating income.

     Net Interest  Expense.  Net interest expense  increased to $26.3 million in
2001  compared to $24.4  million in 2000.  The increase was the result of higher
average  borrowings  in 2001  versus  2000  and was  partially  offset  by lower
interest rates and lower amortization of deferred financing costs.

     Other Expense (Income).  Other expense was $2.1 million in 2001 compared to
$0.8 million in 2000. The higher expense is due primarily to unrealized currency
losses incurred by the International segment.


                                       20
<PAGE>


     Provision  (Benefit) for Income Taxes. The net benefit for income taxes was
$3.1 million in 2001  compared to a net  provision of $0.4 million in 2000.  The
net  benefit  in 2001  relates  primarily  to  pretax  losses  generated  by the
Company's U.K. operations.

Liquidity and Capital Resources

     For the year ended December 31, 2002, the Company  generated  $58.5 million
in cash from operating activities, compared to a usage in the prior year of $4.3
million.  As a result of process  improvements  in the area of logistics and the
simplification  of product  offerings,  inventory levels at the end of 2002 were
$26.1  million  lower  than at the end of 2001.  This  reduction,  along  with a
significant  improvement in earnings and reduction in accounts receivable,  were
the primary reasons for the improvement in cash flows from operations.

     The Company's  operations are not capital intensive.  During 2002 and 2001,
the Company's capital expenditures, including tooling for new products, amounted
to $2.1  million  and  $4.3  million,  respectively.  The  decline  in 2002  was
primarily the result of a lower  investment in tooling stemming from a reduction
in new product  introductions  and the de-emphasis of the wellness product line.
Capital  expenditures for 2003 are anticipated to be approximately $4 million as
tooling for new products is expected to increase.

     During 2002, the Company's total  borrowings,  excluding  currency impacts,
decreased by $27.8 million.  Cash increased by $28.3 million excluding  currency
impacts, thereby reducing net borrowings by $56.1 million. This reduction in net
borrowings  was the  result of the  significant  improvement  in cash flows from
operations.

     The Company's  primary  sources of liquidity  are cash and funds  generated
from  operations and borrowings  under its $110.0 million asset based  revolving
credit facility (the "Facility"). Borrowings under the Facility are subject to a
borrowing base of 85% of eligible  receivables  and 60% of eligible  inventories
and mature on March 31,  2006.  On November 22, 2002 the Facility was amended to
allow the  Company,  subject  to certain  restrictions,  to  repurchase  up to a
maximum of $20 million of Senior  Subordinated  Notes  during 2003 and up to $10
million per year  thereafter,  not to exceed $40 million in the aggregate during
the term of the Facility.

     As of December 31, 2002 the Company was in  compliance  with all  covenants
under the Facility and  availability  under the Facility was  approximately  $62
million in addition to the Company's cash of $32.8 million. The Company believes
that  its cash  balances  together  with  cash  generated  from  operations  and
borrowing  resources  will be adequate to permit the Company to meet its working
capital   requirements,   debt  service  requirements  and  capital  expenditure
requirements  for the next twelve months,  although no assurance can be given in
this regard.


                                       21
<PAGE>


     The following table summarizes the Company's contractual  obligations as of
December 31, 2002:

<TABLE>
<CAPTION>

                                                          Payments due by period (in millions)
                                             -------------------------------------------------------------
                                              Less than       1 to 3       4 to 5      After 5
                                                1 year         years        years        years      Total
                                             ----------      --------     --------     --------    -------
<S>                                            <C>             <C>        <C>            <C>        <C>
     Short Term Borrowings                      $1.6            $ -       $    -         $  -       $  1.6
     Senior Subordinated Notes                     -              -        180.0            -        180.0
     Revolving Credit Facility                     -              -          5.0            -          5.0
     Capital Leases                              0.4            0.2            -            -          0.6
     Operating Leases                            4.0            4.5          2.1          3.8         14.4
     Purchase Obligations                       37.9            2.0          0.4            -         40.3
     Other Long-Term Obligations                   -              -            -          0.7          0.7
                                               ------          ----       ------         ----       ------
     Total Contractual Obligations             $43.9           $6.7       $187.5         $4.5       $242.6
                                               =====           ====       ======         ====       ======
</TABLE>

     In  addition  to the items  listed  in the table  above,  the  Company  had
outstanding  letters of credit of $1.3  million as of  December  31,  2002.  The
Company does not engage in any activities  involving special purpose entities or
off-balance sheet financing.


Critical Accounting Policies

     The Company's accounting policies are more fully described in Note 1 to the
"Notes  to the  Consolidated  Financial  Statements"  of the  Company  appearing
elsewhere  herein.  As  disclosed  in  Note  1,  the  preparation  of  financial
statements in conformity with accounting  principles  generally  accepted in the
United  States of America  requires  management  to make certain  estimates  and
assumptions  that affect the  amounts  reported  in the  consolidated  financial
statements  and  accompanying  notes.  Future events and their effects cannot be
determined with absolute  certainty.  Therefore,  the determination of estimates
requires the exercise of judgment.  Actual results  inevitably  will differ from
those  estimates,  and such  differences  may be  material  to the  Consolidated
Financial  Statements.  The following  accounting  policies affect the Company's
more significant estimates used in the preparation of its consolidated financial
statements:

Revenue Recognition:
     Revenue from product sales is recognized,  net of estimated  sales returns,
and other allowances when goods are shipped and title passes to the customer.

     The Company  recognizes  an estimated  allowance for sales returns when the
sale is recorded. The Company continuously monitors historical return rates from
customers. Using this information, the Company estimates the allowance for sales
returns and adjusts this estimate for any specific  knowledge  that would not be
reflected in the historical return rates.


                                       22
<PAGE>


     The Company  recognizes  allowances for certain  promotional  incentives to
customers,  primarily cooperative  advertising,  when the sale is recorded.  The
majority  of these  promotional  incentives  are  covered by  contract  with the
customer.  Upon  recognition  of a sale,  the Company  estimates  and records an
allowance for  promotional  incentives  based upon the terms of the contract and
any other specific incentives offered to customers.

Allowance for Doubtful Accounts:
     The Company  maintains an allowance for doubtful  accounts  receivable  for
estimated  losses  resulting  from the  inability of customers to make  required
payments.  The allowance is based upon specific knowledge of customers from whom
collection is determined to be doubtful and the Company's historical  collection
experience with such customers.

Warranty Reserves:
     The  Company  maintains  a reserve  for its  liability  under the  warranty
provided on its  products.  The reserve is estimated  based upon  current  sales
volumes and past experience of warranty claims by the end consumer.  In addition
the Company considers other known factors including the current level of product
quality in relation to historical levels.

Inventory Reserves:
     The Company's  inventory is valued at the lower of cost or estimated market
value.  The Company  regularly  reviews  inventory  quantities  on hand for slow
moving or obsolete items based upon expected  future demand.  For such items, if
it is estimated  that the market value is below the original  cost,  the Company
reduces the book value to the net amount expected to be realized upon sale. This
reduction  in  value  is  charged  to cost of  sales.  If  demand  does not meet
management's expectations, additional inventory write-downs may be required.

Recent Accounting Pronouncements

     As more  fully  described  in Note 1 and Note 4 of  Notes  to  Consolidated
Financial Statements,  the Company is subject to new accounting standards. For a
discussion of the impact of those new accounting standards upon the Company, see
Note 1 and Note 4.

Seasonality

     Sales  of  the  Company's  products  are  highly  seasonal,  with  a  large
percentage of net sales  occurring  during the  Christmas  selling  season.  The
Company typically  derives on average  approximately 45% of its annual net sales
in the  fourth  quarter  of each  year.  As a result  of this  seasonality,  the
Company's inventory and working capital needs fluctuate substantially during the
year. In addition,  Christmas  orders from  retailers are often made late in the
year,  making  forecasting  of  production  schedules  and  inventory  purchases
difficult.  Any adverse  change in the  Company's  results of  operations in the
fourth quarter would have a material  adverse effect on the Company's  financial
condition and results of operations for the year.


                                       23
<PAGE>


Inflation

     In recent years,  inflation has not had a material  impact upon the results
of the Company's operations.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to market risks,  which include  changes in interest
rates as well as changes in foreign currency  exchange rates as measured against
the U.S. dollar. The Company has an established foreign exchange risk management
policy  and,  in the  normal  course  of  business,  uses  derivative  financial
instruments, primarily foreign currency forward contracts and options, to manage
its foreign  currency  risk.  The Company uses these  instruments  only for risk
management purposes and does not use them for speculation or for trading.

     The Company  measures its interest rate risk and foreign  currency risk, as
outlined  below,  utilizing a sensitivity  analysis.  The  sensitivity  analysis
measures the potential loss in fair values,  cash flows, and earnings based on a
hypothetical  10% adverse change in interest rates and currency  exchange rates.
The Company uses year-end  market rates on its financial  instruments to perform
the  sensitivity  analysis.  Certain  items such as lease  contracts,  insurance
contracts, and obligations for pension were not included in the analysis.

     Interest Rate Risk. As of December 31, 2002 the  Company's  debt  portfolio
was  comprised  of fixed  rate  debt  consisting  of  $180.0  million  of Senior
Subordinated Notes and $6.6 million of variable rate debt,  primarily borrowings
under the Facility.  For further details,  refer to Note 6, of the "Notes to the
Consolidated Financial Statements" of the Company appearing elsewhere herein.

     The  Company's  primary  interest  rate  exposures  relate to its fixed and
variable rate debt, and any cash holdings.  For the purposes of the  sensitivity
analysis,  the potential loss in fair values is based on an immediate  change in
the net  present  values of the  Company's  interest  rate  sensitive  exposures
resulting from an immediate 10% adverse change in interest rates.  The potential
loss in cash  flows and  earnings  is based on the  change  in the net  interest
expense over a one year period due to an immediate 10% adverse  change in rates.
A  hypothetical  10% adverse  change in interest  rates does not have a material
impact on the fair values, cash flows or earnings of the Company for either 2002
or 2001.

     Foreign  Currency  Risk.  Foreign  currency  risk is  managed by the use of
foreign currency forward contracts and options. The Company's principal currency
exposures are in British pounds, euros and Australian and Canadian dollars.

     The Company's  primary  currency rate exposures  relate to its intercompany
debt, cash and foreign currency forward contracts and options.  For the purposes
of this sensitivity  analysis,  the potential loss in fair values is based on an
immediate  change  in the  U.S.  dollar  equivalent  balances  of the  Company's
currency  exposures due to a 10% adverse shift in currency  exchange rates.  The
potential  loss in cash flows and  earnings  is based on the change in cash flow
and earnings  over a one-year  period  resulting  from an immediate  10% adverse
change in currency  exchange  rates.  A  hypothetical  10% adverse change in the
currency exchange rates does not have a material impact on the fair values, cash
flows or earnings of the Company for either 2002 or 2001.


                                       24
<PAGE>


ITEM 8.   Financial Statements and Supplementary Data

     The Company's  financial  statements  and  supplementary  data are included
elsewhere herein as outlined on page F-1.


ITEM 9.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure

     None

                                    PART III


ITEM 10.   Directors and Executive Officers of the Registrant.

     The following table sets forth certain information as of March 1, 2003 with
respect  to each  executive  officer  of the  Company  and  individuals  who are
directors on the Remington Management Committee.

<TABLE>
<CAPTION>


Name                                Age              Positions and Offices
----                                ---              ---------------------
<S>                                  <C>              <C>
Neil P. DeFeo                        56              Chairman, Chief Executive Officer, President and Director
Joel K. Bedol                        51              Vice President, General Counsel and Secretary
Alexander R. Castaldi                52              Executive Vice President, Chief Financial and Administrative Officer
Lester C. Lee                        43              President, Remington North America
Timothy G. Simmone                   37              Senior Vice President, Chief Technical Officer
Norman W. Alpert                     44              Director
Vernon A. Brunner                    62              Director
William B. Connell                   62              Director
Stephen P. Donovan, Jr.              62              Director
Victor K. Kiam, III                  43              Director
Kevin A. Mundt                       49              Director
Arthur J. Nagle                      64              Director
Daniel S. O'Connell                  48              Director
Robert L. Rosner                     43              Director
Steven M. Silver                     34              Director

</TABLE>


                                       25
<PAGE>

     Neil P. DeFeo has been Chairman of Remington  since  September 2001 and has
been Chief  Executive  Officer,  President  and a Director of the Company  since
January  1997.  From 1993 to 1996,  Mr.  DeFeo was Group  Vice  President,  U.S.
Operations of The Clorox  Company.  For 25 years prior to 1993, Mr. DeFeo worked
for Procter & Gamble in various  executive  positions,  including Vice President
and  Managing  Director,  Worldwide  Strategic  Planning,  Laundry and  Cleaning
Products. Mr. DeFeo is a director of Cluett American Investment  Corporation,  a
Company in which Vestar or its  affiliates  has a significant  equity  interest,
Driscoll's Strawberry Association, Inc. and Manhattan College.

     Joel K. Bedol has been Vice  President,  General  Counsel and  Secretary of
Remington  since January 2000.  From 1992 to 1999,  Mr. Bedol was Executive Vice
President, General Counsel and Secretary of Nine West Group Inc.

     Alexander R. Castaldi has been Executive Vice  President,  Chief  Financial
and Administrative  Officer of the Company since January 2000. Mr. Castaldi held
the title  Executive  Vice  President and Chief  Financial  Officer of Remington
since  November  1996.  From 1995 to 1996,  Mr.  Castaldi was Vice President and
Chief Financial  Officer of Uniroyal Chemical and from 1990 to 1995, he held the
position  of Senior  Vice  President  and Chief  Financial  Officer  of  Kendall
International, Inc.

     Lester C. Lee was  appointed  to  President,  Remington  North  America  in
January 2002. Previously,  Mr. Lee held the position of President, U.S. Shaver &
Grooming  Division  since January 2000 and was Senior Vice  President  Sales and
Integrated  Logistics of the Company since July 1997.  From 1995 until 1997, Mr.
Lee was employed by Pacific Bell Mobile Services, a Division of Pacific Telesis,
most  recently as Vice  President  of Sales,  and from 1989 until  1995,  he was
employed  by Norelco  Consumer  Products  Company in  various  sales  positions,
including Director of Sales, Western Division.

     Timothy G. Simmone has been Senior Vice President, Chief Technical Officer,
since  February  14,  2001.  Prior  to this  time he held the  position  of Vice
President,  Chief Technical  Officer of the Company to which he was appointed in
June  1997.  From  1988  until  1997,  he  was  employed  by The  Stanley  Works
Corporation in various engineering  positions,  most recently as Vice President,
Product Development of the Stanley Fastening Systems Division.

     Norman W.  Alpert  has been a Director  of  Remington  since May 1996.  Mr.
Alpert is a Managing  Director of Vestar  Capital and was a founding  partner at
its  inception in 1988.  Mr. Alpert is a director of Aearo  Corporation,  Cluett
American  Investment  Corporation,  Siegelgale  Holdings,  Inc., and MCG Capital
Corp., all companies in which Vestar or its affiliates have a significant equity
interest.

     Vernon A. Brunner has been a director of Remington  since  September  2001.
Mr.  Brunner is currently  the  President of Brunner  Marketing  Solutions.  Mr.
Brunner was employed with Walgreens for over 35 years where he held a wide range
of positions,  most recently,  Executive Vice President,  Marketing from 1990 to
2001 and Director from 1999 to 2001. In addition to  Remington,  Mr.  Brunner is
also a director of First Midwest Bancorp, Inc., and Natrol, Inc.


                                       26
<PAGE>


     William B. Connell has been a Director of  Remington  since 1996 and served
as a director of Remington  Products  Company from 1990 to 1996.  Mr. Connell is
currently  Chairman of EDB Holdings,  Inc., a private venture capital group. Mr.
Connell previously served as Vice Chairman of Whittle Communications,  L.P. from
1992 to 1994 and served as its President and Chief  Operating  Officer from 1990
to 1992.  In  addition  to  Remington,  Mr.  Connell is  currently a director of
Dolphin Software, Inc., Information Resources, Inc. and Aurora Foods, Inc.

     Stephen P.  Donovan,  Jr. has been a director of Remington  since  February
2001.  Mr.  Donovan was employed with the Procter and Gamble  Company,  for more
than 30  years  holding  a wide  range of  executive  positions,  most  recently
President, Global Beverage and North America Food & Beverage.

     Victor K. Kiam,  III has been a Director  of  Remington  since May 1996 and
served as a director of Remington  Products  Company from 1992 to 1996. Mr. Kiam
has been President of RPI Corp.  since 1999 and  previously  served as Executive
Vice  President of RPI Corp.  since 1996. He was employed by Remington  Products
Company from 1986 until 1996 in a variety of positions in  manufacturing,  sales
and marketing,  including Vice  President  Corporate  Development In addition to
Remington,  Mr. Kiam is currently  Chairman of PIC Design and Cirrus  Healthcare
Products.

     Kevin A. Mundt has been a Director of Remington  since 1997.  Mr. Mundt has
been Vice President,  Group Business Head of Mercer Management  Consulting since
1997 and was co-founder and Managing Director of Corporate Decisions, Inc. since
its  inception  in 1983 until its merger with Mercer  Management  Consulting  in
1997.  Mr. Mundt is a director of Telephone and Data  Systems,  Inc. and Michael
Foods, Inc.

     Arthur J. Nagle has been a Director of Remington  since May 1996. Mr. Nagle
is a Managing  Director  of Vestar  Capital  and was a  founding  partner at its
inception in 1988. Mr. Nagle is a director of Advanced Organics Holdings,  Inc.,
Aearo Corporation,  Gleason Corporation and Sheridan Healthcare, Inc., companies
in which Vestar or its affiliates have a significant equity interest.

     Daniel S.  O'Connell has been a Director of Remington  since May 1996.  Mr.
O'Connell  is founder and the Chief  Executive  Officer of Vestar  Capital.  Mr.
O'Connell  is a  director  of  Aearo  Corporation,  Cluett  American  Investment
Corporation,  Insight  Communications  Company, Inc., Sunrise Medical, Inc., St.
John Knits, Inc. and Bird's Eye Foods Corporation,  companies in which Vestar or
its affiliates have a significant equity interest.

     Robert L.  Rosner  has been a Director  of  Remington  since May 1996.  Mr.
Rosner is a Managing  Director of Vestar  Capital and was a founding  partner at
its inception in 1988.  Mr.  Rosner is also a director of SAB WABCO,  AB and ZML
Industries  S.p.A.  Mr.  Rosner  presently  also serves as Managing  Director of
Vestar Capital Partners Europe.

     Steven M. Silver has been a Director of Remington  since February 2001. Mr.
Silver is a Managing Director of Vestar Capital and has been employed in various
positions  at Vestar  Capital  since 1995.  Mr.  Silver  serves as a director of
Cluett  American  Investment  Corporation,  Red Prairie  Corporation,  Inc.  and
Sunrise  Medical,  Inc.,  companies  in which  Vestar or its  affiliates  have a
significant equity interest.


                                       27
<PAGE>


ITEM 11.   Executive Compensation

Compensation of Executive Officers

     The following Summary  Compensation Table includes individual  compensation
information  during  each  of the  last  three  years  for the  Company's  Chief
Executive  Officer and each of the next four most highly  compensated  executive
officers of the Company who were serving as executive officers of the Company at
the end of 2002  (collectively,  the "Named  Executive  Officers")  for services
rendered  in all  capacities  to the  Company.  The  Named  Executive  Officers'
respective titles are those in effect as of December 31, 2002.
<TABLE>
<CAPTION>


                                                             Annual Compensation(1)              All Other
Name and Principal Position                      Year     Salary ($)(2)    Bonus ($)(3)      Compensation ($)(4)
---------------------------                      ----     -------------    ------------      --------------------
<S>                                              <C>         <C>               <C>                   <C>
Neil P. DeFeo, CEO, President, and               2002        $600,000       $1,207,600              $6,000
Director                                         2001         600,000            -                   5,100
                                                 2000         596,828          953,800               5,250

Alexander R. Castaldi, Executive V.P.            2002         354,038          546,088               5,790
and Chief Financial and                          2001         347,307            -                   3,583
Administrative Officer                           2000         324,231          351,488               4,601


Lester C. Lee, President, U.S. Shaver and        2002         324,616          470,800               5,500
Grooming Division                                2001         276,769           67,340               5,100
                                                 2000         250,404          222,450               4,811

Joel K. Bedol, Vice President,                   2002         245,366          267,940                  -
General Counsel and Secretary                    2001         240,169            -                      -
                                                 2000         214,615          186,300              15,000(5)

Timothy G. Simmone, Senior V.P.,                 2002         213,365          215,072               4,733
Chief Technical Officer                          2001         206,308            -                   4,502
                                                 2000         194,651          146,724               4,574
</TABLE>

-----------------------
 (1) Does not include value of perquisites and other personal benefits for any
     named executive officer since the aggregate amount of such compensation is
     the lesser of $50,000 or 10% of the total of annual salary and bonus
     reported for the named executive.
 (2) Includes compensation earned during the year but deferred pursuant to the
     Company's Deferred Compensation Plan.
(3)  Bonus  amounts  shown are those  accrued  for and paid after the end of the
     year and  include  amounts  deferred  pursuant  to the  Company's  Deferred
     Compensation Plan.
(4)  The amounts shown consist of Company matching contributions to the
     Company's 401(k) Plan unless otherwise noted.
(5)  Amount represents sign-on bonus.


                                       28
<PAGE>


Compensation of Directors

     Messrs. Vernon A. Brunner, William B. Connell, Stephen P. Donovan, Jr., and
Kevin A. Mundt, members of the Management Committee of the Company, each receive
annual  compensation of $20,000 payable quarterly for services in such capacity.
Messrs.  Brunner,  Connell,  Donovan  and Mundt,  each of whom also serve on the
Company's  Audit  Committee,  receive an additional  $1,000 for each  Management
Committee and Audit Committee meeting attended. No other Director of the Company
receives any compensation  for services in such capacity.  Each of the Directors
of Remington are reimbursed for  out-of-pocket  expenses  incurred in connection
with their attendance at meetings.  Messrs. Brunner,  Connell, Donovan and Mundt
have also received  awards  pursuant to the Company's  "Phantom Equity Plan", as
described below under the heading "Phantom Equity Program".

Compensation Committee Interlocks and Insider Participation

     The  compensation  committee  of the  Management  Committee of Remington is
comprised of Messrs. Norman W. Alpert, Victor K. Kiam, III and Arthur J. Nagle.

Other Arrangements

     The Company has an employment  agreement with Mr. DeFeo which,  as amended,
provides for his continued  employment as President and Chief Executive  Officer
through January 2004, which will automatically  renew for a period of two years,
unless earlier terminated.  The agreement provides for a base salary of not less
than $600,000, and an annual bonus not less than 95% of base salary in the event
the  Company  achieves  100%  of the  criteria  established  by  the  Management
Committee  for such year.  The  agreement  provides  for Mr. DeFeo to receive 24
months  of  salary  continuation  plus the  annual  bonuses  he would  have been
entitled to if his employment is involuntarily  terminated other than for "cause
" or if he resigns for "good  reason"  (which  includes a "change of control" of
the Company),  or 18 months of salary continuation plus 150% of his annual bonus
in the event the agreement is not renewed by the Company or he resigns for "good
reason"  (by reason of a "change of  control").  Change of control is defined in
this  agreement as when  Vestar's  beneficial  ownership  falls below 50% of the
common equity interests in the Company, and Vestar no longer has the legal right
to control  management  of the Company,  provided that such change of control is
not in  connection  with or after an initial  public  offering of the  Company's
stock.  The  Company  is also  required  to  provide  Mr.  DeFeo  with term life
insurance  in the amount of not less than the sum of two times base  salary plus
$500,000.

     The Company has entered  into an  Executive  Severance  Agreement  with Mr.
Castaldi,  which provides for the payment of severance  benefits to Mr. Castaldi
in the event of: (i) the  termination of his  employment by the Company  without
cause (or by reason of  disability);  (ii) Mr.  Castaldi's  resignation for Good
Reason;  (iii) any reduction in Mr.  Castaldi's base salary; or (iv) any failure
by the Company to provide Mr. Castaldi with benefits in which he participated at
the inception of the agreement. For purposes of the agreement,  "good reason" is
defined as the  assignment to Mr.  Castaldi of duties  materially  and adversely
inconsistent  with  those in effect at the  inception  of the  agreement  or the
occurrence of a "Change of Control" of the Company  (defined as the  acquisition
by non-affiliated persons of greater than 60% of the Common Units of the Company
or the common stock of a  corporation  controlling,  or serving as successor to,
the Company).  In any such event, and subject to the Change of Control Agreement
described  below,  Mr.  Castaldi  is  entitled  to receive his base salary for a
period of 12 months (the  "Severance  Term")  following the  termination  of his
employment,  either by the Company or Mr. Castaldi,  continuing medical benefits
during the  Severance  Term and,  to the extent  permissible  under the terms of
applicable plans,  continuing life insurance and long-term  disability benefits.
All medical and  insurance  benefits  will cease in the event that Mr.  Castaldi
becomes  employed on a full-time  basis prior to the expiration of the Severance
Term.  Mr.  Castaldi  is also  entitled  to receive  bonus  payments  in certain
circumstances  in connection  with the  termination of his employment and in the
event of a termination of employment following a Change of Control.


                                       29
<PAGE>


     The Company has entered into an agreement  with each of Messrs.  Lee, Bedol
and Simmone whereby each would be entitled to salary  continuation  for 6 months
if his employment was involuntarily terminated other than for "cause" during the
term of the  applicable  agreement,  subject to the Change of Control  Agreement
described below.

     The Company has entered  into  Change of Control  Agreements  with  Messrs.
Castaldi,  Lee,  Bedol and  Simmone  pursuant  to which they will be entitled to
payments under certain  circumstances  in the event of the  termination of their
employment following a change of control of the Company (generally,  a reduction
of Vestar's  ownership  which renders it unable to elect a majority of the board
of  directors  and  significant  changes  in the  composition  of the  board  of
directors of the Company).  The agreements continue in effect until December 31,
2003, and are thereafter extendable for additional one-year periods,  subject to
termination by the Management  Committee of the Company in the event the Company
does not achieve  annual  earnings  before  interest,  taxes,  depreciation  and
amortization  of at least $50 million.  In the event of a "change of control" of
the Company and subsequent termination of the employment of the executive within
a period  of  twelve  months  following  the  change  of  control  either by the
executive for "good  reason" or by the Company  "without  cause",  the executive
shall be entitled to an amount calculated as two years of salary and one year of
bonus  (based on the  Company's  existing  bonus  plan for the year in which the
termination  occurs),  together with a  continuation  of benefits for a two-year
period.  The executive will be subject to a non-competition  restriction  during
the two-year  period  following the  termination  of  employment.  The Change of
Control  Agreements  supercede  other  severance  programs,  if  any,  that  the
executive may have with respect to termination of employment  following a change
of control.


Bonus Plan

     The Company has an annual  bonus plan (the "Bonus  Plan") which is designed
to motivate each employee participant. Approximately 300 employees in the United
States and 200 employees in the international operations will participate in the
Bonus Plan in the year 2003. Under the Bonus Plan, each  participating  employee
is assigned a target bonus award,  representing  a percentage of the  employee's
annual  base  salary that will be paid if  predetermined  performance  goals are
achieved.  The target bonus awards  represent up to 95% of annual base salary if
the base performance goal is achieved,  with additional amounts being payable to
the extent such base  performance  goal is exceeded.  Performance  goals for the
various  divisions of the Company are established  annually by the  Compensation
Committee of the Company.


                                       30
<PAGE>


Deferred Compensation Plan

     The Company has a Deferred  Compensation  Plan  pursuant to which  eligible
executive employees  (including the Named Executive Officers) may elect to defer
all or a portion of the bonus  otherwise  payable under the Company's Bonus Plan
and up to 50% of  their  annual  salary,  and such  amounts  are  placed  into a
deferral  account.  For each employee who elects to  participate in the Deferred
Compensation Plan and makes a contribution thereto, the Company makes a matching
contribution of 25% of an employee's contribution,  up to a maximum contribution
by the employee of $300,000,  subject to the  achievement  by the Company of its
performance goals for the fiscal year with respect to which the contribution was
made. The participants may select various mutual funds in which all or a part of
their  deferral  accounts shall be deemed to be invested.  Distributions  from a
participant's  deferral  accounts  will be paid in a lump sum or in equal annual
installments over a period of up to 15 years beginning upon their termination of
employment,  death or  retirement.  All  amounts  deferred  by the  participants
pursuant  to the  Deferred  Compensation  Plan are paid to a Trust to be held in
order to fund the Company's  obligations under the Deferred  Compensation  Plan.
The assets of the Trust,  however, are subject to the claims of the creditors of
the Company in certain circumstances.

Phantom Equity Program

     The  Company  has a  Phantom  Equity  Program  under  which  a  maximum  of
approximately  20.2% of the value of the  Company's  Equity  can be  awarded  to
selected officers and other key employees of the Company and its affiliates. The
Phantom Equity Program is comprised of time based,  performance  based and super
performance  based  awards.  All  awards  grant  to the  recipient  a  specified
percentage of the Equity (the "applicable percentage").


     A time based award vests in five equal annual  installments,  upon the sale
of the  Company  or upon an  initial  public  offering  of the  Company's  stock
("IPO"),  whichever comes first. If the individual's employment with the Company
is terminated  for any reason other than death or disability  within three years
of the date of grant of the award, the entire award is automatically terminated.
The amount  received  under the award and how it is paid is based upon the event
which gave rise to the  payment.  If the payment is due to a Company  sale,  the
individual  will receive the applicable  percentage of the net amount  available
for distribution to the outstanding  Equity. This amount will be payable, at the
Company's  option,  in a lump sum upon  the  closing  of the sale or in the same
manner as the selling  members.  If the payment is due to an IPO, the payment is
an amount equal to the applicable percentage of the Equity implied in the public
offering payable,  at the option of the Company,  either entirely in cash or 40%
in cash and the remainder in Company stock. If the payment is due to termination
of employment,  the  participant  will receive the applicable  percentage of the
fair market value of the Equity,  determined by the Management  Committee of the
Company,  payable at the Company's  option,  in cash, in up to five equal annual
installments or upon an IPO or Company sale.

     The performance and super  performance based awards are similar to the time
based awards except that performance  based award vests in stages as the Company
achieves specified  performance  targets while the super performance based award
vests entirely upon the  achievement  of a single target.  Payment of the awards
does not occur until and is dependent upon the achievement of both a performance
criteria and an event criteria.  The event criterion is either a Company sale or
Vestar's  ownership  falling  below 10% of the Common  Units.  The  Company  has
achieved  the  specified  performance  targets  required for full vesting of the
outstanding performance based awards. Any super performance based award which is
not fully vested by December 31, 2004 will be automatically terminated.


                                       31
<PAGE>


     The Phantom Equity Program and all awards granted thereunder are subject to
readjustment  in the  event  of a  reorganization  of the  Company  required  in
connection with a refinancing, and the applicable percentages of such awards are
subject to readjustment to take into consideration new issuances of Common Units
or Preferred Equity.

     During 2002,  Mr. Lee was granted  time based awards and super  performance
based awards representing 0.1% and 0.09% of the Company's equity,  respectively.
No other  additional  phantom  awards  were issued to Named  Executive  Officers
during 2002.

     The  following  table  contains  information  with  respect to  outstanding
phantom awards for each of the Named Executive Officers as of December 31, 2002:

<TABLE>
<CAPTION>

                                                Amount of Equity                         Value of
Name                                         Underlying Awards (1)                Unexercised Awards (2)
----                                         ---------------------                ----------------------
<S>                                                 <C>  <C>                                <C>
Neil P. DeFeo                                       5.00 (3)                               N/A
                                                    2.00 (4)                               N/A

Alexander R. Castaldi                               1.30 (3)                               N/A
                                                    0.50 (4)                               N/A
                                                    0.22 (5)                               N/A

Lester C. Lee                                       1.00 (3)                               N/A
                                                    0.35 (4)                               N/A
                                                    0.25 (5)                               N/A

Joel K. Bedol                                       0.24 (3)                               N/A
                                                    0.24 (4)                               N/A
                                                    0.12 (5)                               N/A

Timothy G. Simmone                                  0.60 (3)                               N/A
                                                    0.30 (4)                               N/A
                                                    0.13 (5)                               N/A
</TABLE>

------------------------------------
(1)  Indicates the applicable  percentage of the Company's Equity underlying the
     awards.

(2)  The Company's Equity is not registered under the Securities Act of 1933 and
     is therefore not publicly traded. Accordingly, there is no market price for
     the  Company's  Equity.  Payments to holders of phantom  equity  awards are
     dependent  upon the realized value of the Equity upon a sale of the Company
     or an IPO.  See above for a  complete  description  of the  Phantom  Equity
     Program and the determination of payouts.

(3)  Time based awards, which expire on December 31, 2009 of which approximately
     93% of the total 8.14  outstanding  time based awards  presented above have
     vested as of March 1, 2003.

(4)  Performance based awards which are fully vested.

(5)  Super  performance based awards which are not vested and expire on December
     31, 2004.


                                       32
<PAGE>


     Messrs. Brunner,  Connell,  Donovan and Mundt have each been granted awards
equal to 0.1% of the value of the Company's equity. Each such agreement provides
for a time based  award that vests in three  equal  annual  installments  and is
otherwise on substantially the same terms as time based awards made to employees
of the Company generally.

401(k) Plan

     The Company  maintains a savings plan (the "Savings Plan")  qualified under
Sections 401 (a) and 401(k) of the U.S.  Internal Revenue Code.  Generally,  all
employees of the Company in the United States who have  completed at least three
months of service  with the Company are eligible to  participate  in the Savings
Plan.  For each employee who elects to participate in the Savings Plan and makes
a contribution  thereto, the Company makes a matching contribution of 50% of the
first 6% of annual  compensation  contributed.  Effective early 2003 the Company
amended its matching  contribution to 60% of the first 6% of annual compensation
contributed.


ITEM 12.   Security Ownership of Certain Beneficial Owners and Management and
           Related Stockholder Matters

     Set forth  below is certain  information  regarding  the  ownership  of the
Preferred Equity and Common Units of Remington by each person known by Remington
to  beneficially  own 5.0% or more of the  outstanding  interests  of either the
Preferred Equity or Common Units,  each Director and Named Executive Officer and
all Directors and executive officers as a group as of March 1, 2003.

<TABLE>
<CAPTION>

                                                                    Preferred Equity      Common Units
                                                                    -----------------     ------------
     Name                                                              Capital(1)  %       Number   %
     -----------                                                    ------------- ---     -------- ---
<S>               <C>                                               <C>          <C>       <C>     <C>
     Vestar Equity Partners, L.P. (2)(3)............................$30,000,000  48.4%     34,400  50%
        245 Park Avenue, 41st Floor
        New York, New York 10167
     RPI Corp. (3).................................................. 32,000,000  51.6%     34,400  50%
        555 Madison Avenue, 23rd Floor
        New York, New York 10022
     Ellen Kiam   (3)(4).............................................32,000,000  51.6%     34,400  50%
     Norman W. Alpert (5)............................................30,000,000  48.4%     34,400  50%
     Arthur J. Nagle (5).............................................30,000,000  48.4%     34,400  50%
     Daniel S. O'Connell (5).........................................30,000,000  48.4%     34,400  50%
     Robert L. Rosner (5)........................................... 30,000,000  48.4%     34,400  50%
     Steven M. Silver (5)............................................30,000,000  48.4%     34,400  50%
     Directors and executive officers as a group
       (6 persons)..................................................$62,000,000 100.0%     68,800 100%
</TABLE>

     -----------------------
(1)  Amounts,  in dollars,  represent the capital  contribution to the Preferred
     Equity  beneficially  owned by each person and entity set forth below.  The
     Preferred Equity has not been denominated in units or shares.


                                       33
<PAGE>

(2)  Vestar  Equity  Partners'  interest in the Company is owned by Vestar Razor
     Corp.  and Vestar  Shaver  Corp.,  which are  controlled  by Vestar  Equity
     Partners.  Vestar  Razor Corp.  and Vestar  Shaver  Corp.  have  assigned a
     portion of their interests in the Company to certain co-investors, although
     such  co-investors  will not directly  hold any Common Units.  Mr.  Connell
     Holds an economic interest in one such co-investor.  The general partner of
     Vestar Equity  Partners is Vestar  Associates  L.P., a limited  partnership
     whose general partner is Vestar  Associates  Corporation  ("VAC").  In such
     capacity,  VAC exercises sole voting and  investment  power with respect to
     all of the equity  interests  held of record by the Vestar Razor Corp.  and
     Vestar Shaver Corp. Messrs.  Alpert, Nagle,  O'Connell,  Rosner and Silver,
     who are Directors of Remington,  are affiliated with Vestar Equity Partners
     in  the  capacities  described  under  Item  10,  Directors  and  Executive
     Officers,  and are  stockholders  of  VAC.  Individually,  no  stockholder,
     director or officer of VAC has or shares such  voting or  investment  power
     within the meaning of Rule 13d-3 under the Exchange  Act.  Accordingly,  no
     part of the  Preferred  Equity or  Common  Units is  beneficially  owned by
     Messrs.   Alpert,  Nagle,   O'Connell,   Rosner  or  Silver  or  any  other
     stockholder,  director or officer of VAC.  Further,  no part of any of such
     Preferred Equity or Common Units is beneficially  owned by any co-investor,
     including Mr. Connell.
(3)  Vestar Razor Corp.  and Vestar  Shaver Corp.  and RPI have entered into the
     LLC Agreement which gives Vestar Equity Partners effective control over the
     management of the Company.
(4)  Ellen Kiam serves as the personal representative of the estate of Victor K.
     Kiam,  II. Mr. Kiam's  estate's  interest in Remington is owned by RPI. The
     shareholders of RPI are Mr. Kiam's estate, his children,  grandchildren and
     trusts for their  benefit.  The address of Ms.  Kiam is 230 Barton  Avenue,
     Palm Beach, FL 33480.
(5)  Messrs.  Alpert,  Nagle,  O'Connell,  Rosner and Silver are affiliated with
     Vestar in the  capacities  described in Item 10,  Directors  and  Executive
     Officers. Amounts reported for these individuals consist of the $30,000,000
     of Preferred  Equity and 34,440 Common Units  beneficially  owned by Vestar
     Equity  Partners  through  Vestar Razor Corp.  and Vestar Shaver Corp.,  of
     which such persons disclaim beneficial  ownership of this equity. Each such
     person's  business  address is c/o Vestar Equity  Partners,  L.P., 245 Park
     Avenue, 41st Floor, New York, New York 10167.


ITEM 13.   Certain Relationships and Related Transactions

     Pursuant to a management  agreement (the  "Management  Agreement")  entered
into in  connection  with the  reorganization  of the  Company  in 1996,  Vestar
Capital Partners receive an annual advisory fee equal to the greater of $500,000
or  1.5%  of  EBITDA  (as  defined  in  such  agreement)  of  the  Company  on a
consolidated basis for rendering advisory and consulting services in relation to
strategic  financial  planning and other affairs of the Company.  Vestar Capital
will also be paid reasonable and customary investment banking fees in connection
with an initial public offering,  sale of the Company and other financings.  The
Management  Agreement  will be in effect until May 23, 2006,  provided  that the
Management  Agreement will terminate on the earlier to occur of: (i) a qualified
public offering or (ii) the first date that Vestar Razor Corp. and Vestar Shaver
Corp.  own less than 25% of the number of the  Company's  Common  Units owned by
Vestar Equity Partners on May 23, 1996.

     Pursuant  to  a  consulting  and  transitional   services   agreement  (the
"Consulting  Agreement")  entered into in connection with the  reorganization of
the Company in 1996, RPI receives an annual fee equal to the greater of $500,000
or  1.5%  of  EBITDA  (as  defined  in  such  agreement)  of  the  Company  on a
consolidated basis for rendering advisory and consulting services in relation to
strategic  financial  planning,  product  development and evaluation of mergers,
acquisitions and divestitures.  The Consulting Agreement will be in effect until
May 23, 2006,  provided  that the  Consulting  Agreement  will  terminate on the
earlier to occur of: (i) a qualified public offering or (ii) the first date that
RPI owns less than 25% of the number of the Company's  Common Units owned by RPI
on May 23, 1996, and provided further that Vestar Capital Partners may terminate
the Consulting Agreement at any time (but only to the extent that Vestar Capital
Partners also terminate similar provisions of the Management Agreement).


                                       34
<PAGE>


     Pursuant to a Non-Competition  Agreement (the "Non-Competition  Agreement")
dated May 23, 1996, between the Company and Vestar Razor Corp. and Vestar Shaver
Corp.,  Victor K. Kiam, III may not compete with, solicit any customers of, own,
manage or  operate  any  business  in  competition  with or  perform  any action
substantially  detrimental  to the Company's  businesses.  The provisions of the
Non-Competition   Agreement  will  apply  during  the  period  Mr.  Kiam  has  a
"Significant  Interest" in the Company and thereafter for: (i) five years,  with
respect to electric shavers,  shaver accessories and grooming products, and (ii)
three years, with respect to personal care appliances,  home health  appliances,
travel  appliances,  environmental  products,  dental products and small kitchen
appliances.  "Significant Interest" is defined as serving as a consultant to the
Company  pursuant  to the  Consulting  Agreement,  serving  as a  member  of the
Management Committee of the Company, or beneficial ownership of more than 10% of
the outstanding Equity of the Company. The Non-Competition  Agreement allows Mr.
Kiam to continue to market certain competing travel appliance products developed
by an affiliate of Mr. Kiam.

     Pursuant   to  a   reimbursement   and   indemnification   agreement   (the
"Indemnification  Agreement") between the Company, Vestar and Victor K. Kiam, II
entered into in June 1999 in  connection  with the  guarantee  of the  unsecured
supplemental  loans to the Company  under the former  senior  credit  agreement,
Vestar and Mr. Kiam each  received an annual  guarantee fee of $100,000 from the
Company.  This  Agreement  was  terminated  in April  2001,  when the  unsecured
supplemental loans under the guarantee were paid in full.


ITEM 14.   Controls and Procedures

     Within 90 days prior to the filing  date of the  annual  report,  the Chief
Executive   Officer  (CEO)  and  Chief  Financial  Officer  (CFO)  performed  an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and procedures.  Based on that evaluation,  the CEO and CFO
concluded that the Company's disclosure controls and procedure were effective.

     There have been no significant  changes in the Company's  internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of their evaluation.


                                     PART IV


ITEM 15.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a) 1.   Financial Statements

         2.   Financial Statement Schedule

         3.  Exhibits


                                       35
<PAGE>

3.1  Amended and Restated Limited  Liability  Company  Agreement dated as of May
     16, 1996,  by and among  Vestar  Shaver  Corp.  (formerly  Vestar/Remington
     Corp.)  ("Vestar  Corp.  I"),  Vestar Razor Corp.  ("Vestar  Corp. II" and,
     together with Vestar Corp. I, the "Vestar  Members"),  RPI Corp.  (formerly
     known as Remington Products,  Inc.) ("RPI"),  and certain members of senior
     management of the Company.  Incorporated herein by reference to Exhibit 3.1
     in Registration Statement on Form S-4 (File Number 333-07429).

3.2  Certificate   of   Formation   of  Remington   Products   Company,   L.L.C.
     ("Remington").  Incorporated  by reference  to Exhibit 3.2 in  Registration
     Statement on Form S-4 (File Number 333-07429).

4.1  Indenture  dated as of May 23, 1996 between  Remington,  Remington  Capital
     Corp.  ("Capital")  and The Bank of New York, as trustee.  Incorporated  by
     reference to Exhibit 4.1 in Registration Statement on Form S-4 (File Number
     333-07429).

4.2  Form of 11% Series B Senior Subordinated  Notes.  Incorporated by reference
     to  Exhibit  4.2  in  Registration  Statement  on  Form  S-4  (File  Number
     333-07429).

4.3  Purchase Agreement dated May 16, 1996 between  Remington,  Capital and Bear
     Stearns & Co. Inc. Incorporated by reference to Exhibit 4.3 in Registration
     Statement on Form S-4 (File Number 333-07429).

4.4  Registration  Rights Agreement dated as of May 23, 1996 between  Remington,
     Capital and Bear  Stearns & Co. Inc.  Incorporated  by reference to Exhibit
     4.4 in Registration Statement on Form S-4 (File Number 333-07429).

4.5  Indenture dated as of April 18, 2001 between  Remington  Products  Company,
     L.L.C.  ("Remington"),  Remington Capital Corp. ("Capital") and The Bank of
     New York,  as  trustee.  Incorporated  by  reference  to Exhibit 4.5 in the
     Company's  Quarterly  Report on Form 10-Q for the  quarter  ended March 31,
     2001.

4.6  Form of 11% Series D Senior Subordinated  Notes.  Incorporated by reference
     to  Exhibit  4.5 in the  Company's  Quarterly  Report  on Form 10-Q for the
     quarter ended March 31, 2001.

4.7  Purchase  Agreement dated April 3, 2001 between  Remington,  Capital,  Bear
     Stearns & Co. Inc. and Fleet Securities,  Inc. Incorporated by reference to
     Exhibit 4.7 in the Company's  Quarterly Report on Form 10-Q for the quarter
     ended March 31, 2001.

4.8  Registration Rights Agreement dated as of April 18, 2001 between Remington,
     Capital, Bear Stearns & Co. Inc. and Fleet Securities, Inc. Incorporated by
     reference to Exhibit 4.8 in the Company's Quarterly Report on Form 10-Q for
     the quarter ended March 31, 2001.

10.1 Credit and  Guarantee  Agreement  dated  August 21, 2001,  among  Remington
     Products  Company,  L.L.C.,  certain of its  subsidiaries,  various lending
     institutions,  Fleet  Capital  Corporation  as  Administrative  Agent,  and
     Congress Financial  Corporation as Co- arranger.  Incorporated by reference
     to Exhibit 10.1 in the  Company's  Current  Report on Form 8-K dated August
     31, 2001.


                                       36
<PAGE>


10.2 Amendment No. 1, dated as of September 30, 2001 to the Credit and Guarantee
     Agreement  by  and  among  Remington   Products  Company,   L.L.C.,   Fleet
     Securities,  Congress Financial  Corporation and Fleet Capital Corporation.
     Incorporated by reference to Exhibit 10.1 in the Company's Quarterly Report
     on Form 10-Q for the quarter ended September 30, 2001.

10.3 Waiver and  Amendment  No. 2, dated as of March 28,  2002 to the Credit and
     Guarantee  Agreement  by and  among  Remington  Products  Company,  L.L.C.,
     certain  of  its  subsidiaries,   Fleet  Securities,   Congress   Financial
     Corporation  and Fleet Capital  Corporation.  Incorporated  by reference to
     Exhibit 10.3 in the Company's Annual Report on Form 10-K for the year ended
     December 31, 2001.

10.4 Amendment  No. 3,  dated as of July 1,  2002 to the  Credit  and  Guarantee
     Agreement  by  and  among  Remington   Products  Company,   L.L.C.,   Fleet
     Securities,  Congress Financial  Corporation and Fleet Capital Corporation.
     Incorporated by reference to Exhibit 10.1 in the Company's Quarterly Report
     on Form 10-Q for the quarter ended June 30, 2002.

10.5 Amendment  No. 4, dated as of November 22, 2002 to the Credit and Guarantee
     Agreement  by  and  among  Remington   Products  Company,   L.L.C.,   Fleet
     Securities, Congress Financial Corporation and Fleet Capital Corporation.

10.6 Purchase  Agreement  dated as of May 1, 1996 by and among Vestar  Corp.  I,
     Remington,   Remsen,  Isaac  Perlmutter,   RPI  and  Victor  K.  Kiam,  II.
     Incorporated  by reference to Exhibit  10.12 in  Registration  Statement on
     Form S-4 (File Number 333-07429).

10.7 Agreement  and Plan of Merger  dated as of May 23, 1996  between  Remington
     Products Company and Remington.  Incorporated by reference to Exhibit 10.13
     in Registration Statement on Form S-4 (File Number 333-07429).


10.8 Securityholders  Agreement  dated  as of May  16,  1996  among  the  Vestar
     Members, Vestar Equity Partners,  L.P. ("Vestar"),  RPI, Victor K. Kiam, II
     and the other  parties  signatory  thereto.  Incorporated  by  reference to
     Exhibit  10.14  in   Registration   Statement  on  Form  S-4  (File  Number
     333-07429).

10.9 Management  Agreement dated as of May 23, 1996 between Remington and Vestar
     Capital   Partners.   Incorporated   by  reference  to  Exhibit   10.15  in
     Registration Statement on Form S-4 (File Number 333-07429).

10.10Consulting and  Transitional  Services  Agreement  dated as of May 23, 1996
     between  Remington and RPI.  Incorporated  by reference to Exhibit 10.16 in
     Registration Statement on Form S-4 (File Number 333-07429).


                                       37
<PAGE>


10.11Employment  Agreement  made as of January 1, 2000  between  the Company and
     Neil P. DeFeo.  Incorporated  by reference  to Exhibit 10 in the  Company's
     Quarterly Report on form 10-Q for the quarter ended June 30, 2000.

10.12Executive  Severance  Agreement  dated  as of  November  25,  1996  between
     Remington and Alexander R. Castaldi.  Incorporated  by reference to Exhibit
     10.20 in the  Company's  Annual  Report  on Form  10-K  for the year  ended
     December 31, 1996.

10.13Letter  Agreement  dated June 6, 1997  between  the Company and Lester Lee.
     Incorporated  by reference to Exhibit 10.25 in the Company's  Annual Report
     on Form 10-K for the year ended December 31, 1998.

10.14Letter  Agreement  dated June 17, 1997 between the Company and Tim Simmone.
     Incorporated  by reference to Exhibit 10.27 in the Company's  Annual Report
     on Form 10-K for the year ended December 31, 1999.

10.15Letter  Agreement  dated  January 3, 2000  between  the Company and Joel K.
     Bedol.  Incorporated by reference to Exhibit 10.29 in the Company's  Annual
     Report on Form 10-K for the year ended December 31, 1999.

10.16Form of Severance Agreement.  Incorporated by reference to Exhibit 10.24 in
     the Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1997.

10.17Form of Time  Based  Phantom  Equity  Agreement  with  participants  in the
     Phantom Equity  Program.  Incorporated by reference to Exhibit 10.25 in the
     Company's Annual Report on Form 10-K for the year ended December 31, 1997.

10.18Form of Performance  Based Phantom Equity  Agreement with  participants  in
     the Phantom Equity  Program.  Incorporated by reference to Exhibit 10.26 in
     the Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1997.

10.19Form of Super  Performance Based Phantom Equity Agreement with participants
     in the Phantom Equity  Program.  Incorporated by reference to Exhibit 10.27
     in the Company's Annual Report on Form 10-K for the year ended December 31,
     1997.

10.20Form of  Change  in  Control  Agreement  dated  September  20,  2001 by and
     between the Company and certain  Executives.  Incorporated  by reference to
     Exhibit  10.18 in the  Company's  Annual  Report  on Form 10-K for the year
     ended December 31, 2001.

10.21License  Agreement  made May 23, 1996 by and between IP Subsidiary  and Act
     II Jewelry, Inc. Incorporated by reference to Exhibit 10.23 in Registration
     Statement on Form S-4 (File Number 333-07429).


                                       38
<PAGE>

10.22License  Agreement  made May 23, 1996 by and between IP Subsidiary  and VKK
     Equities  Corporation.  Incorporated  by  reference  to  Exhibit  10.24  in
     Registration Statement on Form S-4 (File Number 333-07429).

10.23Tradename  Agreement  made May 23,  1996 by and between IP  Subsidiary  and
     Remington Apparel Company,  Inc. Incorporated by reference to Exhibit 10.25
     in Registration Statement on Form S-4 (File Number 333-07429).

10.24License  Agreement dated as of May 23, 1996 by and between Remington and IP
     Subsidiary.  Incorporated  by  reference to Exhibit  10.26 in  Registration
     Statement on Form S-4 (File Number 333-07429).

21   Subsidiaries of Remington.

24   Powers of Attorney.


(b) Reports on Form 8-K

           None




                                       39
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                        REMINGTON PRODUCTS COMPANY, L.L.C.

                        By:    /s/Kris J. Kelley
                           ----------------------------------------------
                            Kris J. Kelley, Vice President and Controller

Date:  March 13, 2003

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities indicated below on March 13, 2003.


                *                                            *
--------------------------------------     -------------------------------------
Neil P. DeFeo, Chairman, Chief             Alexander R. Castaldi, Executive Vice
   Executive Officer, President               President, Chief Financial and
   and Director                               Administrative Officer


    /s/Kris J. Kelley                                        *
--------------------------------------    -------------------------------------
Kris J. Kelley, Vice President and         Norman W. Alpert, Director
   Controller

                *                                            *
--------------------------------------     -------------------------------------
Victor K. Kiam III, Director               Daniel S. O'Connell, Director


                *                                            *
--------------------------------------     -------------------------------------
Arthur J. Nagle, Director                  William B. Connell, Director


                *                                            *
--------------------------------------     -------------------------------------
Robert L. Rosner, Director                 Steven M. Silver, Director


                *                                            *
--------------------------------------     -------------------------------------
Kevin A. Mundt, Director                   Stephen P. Donovan, Jr., Director


*By     /s/ by Kris J. Kelley                                *
   -----------------------------------     -------------------------------------
   Kris J. Kelley, as Attorney-in-Fact     Vernon A. Brunner, Director



                                       40
<PAGE>


                                 CERTIFICATIONS

I, Neil P. DeFeo, certify that:

1.   I have  reviewed  this  annual  report on Form 10-K of  Remington  Products
     Company, L.L.C.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
     designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;  b) evaluated the  effectiveness of the  registrant's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual  report (the  "Evaluation  Date");  and c) presented in
     this  annual  report  our  conclusions   about  the  effectiveness  of  the
     disclosure  controls  and  procedures  based  on our  evaluation  as of the
     Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls;  and b)
     any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  March 13, 2003

                                        /s/ Neil P. DeFeo
                                        ----------------------------------------
                                        Neil P. DeFeo, Chairman, Chief Executive
                                         Officer and President


                                       41
<PAGE>


I, Alexander R. Castaldi, certify that:

1.   I have  reviewed  this  annual  report on Form 10-K of  Remington  Products
     Company, L.L.C.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a)
     designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the  period  in which  this  annual  report  is being
     prepared;  b) evaluated the  effectiveness of the  registrant's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of this annual  report (the  "Evaluation  Date");  and c) presented in
     this  annual  report  our  conclusions   about  the  effectiveness  of  the
     disclosure  controls  and  procedures  based  on our  evaluation  as of the
     Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):
a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls;  and b)
     any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


     Date:  March 13, 2003

                                           /s/ Alexander R. Castaldi
                                           -------------------------------------
                                           Alexander R. Castaldi, Executive Vice
                                           President, Chief Financial and
                                             Administrative Officer



                                       42
<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                                                                                       Pages
                                                                                       -----
<S>                                                                                    <C>
Financial Statements

  Independent Auditors' Report                                                          F-2

  Consolidated Balance Sheets as of December 31, 2002 and 2001                          F-3

  Consolidated Statements of Operations for each of the years in the
      three-year period ended December 31, 2002                                         F-4

  Consolidated Statements of Members' Deficit for each of the years in the
      three-year period ended December 31, 2002                                         F-5

  Consolidated Statements of Cash Flows for each of the years in the
      three-year period ended December 31, 2002                                         F-6

  Notes to Consolidated Financial Statements                                            F-7

Financial Statement Schedule

  Schedule II - Valuation and Qualifying Accounts for each of the years in
      the three-year period ended December 31, 2002                                     S-1

</TABLE>


     Certain  schedules  are  omitted  because  they are not  applicable  or the
required  information  is provided in the Financial  Statements or related notes
thereto.



                                       F-1
<PAGE>


                          Independent Auditors' Report



To the Management Committee of
     REMINGTON PRODUCTS COMPANY, L.L.C.:


     We have audited the accompanying  consolidated  balance sheets of Remington
Products  Company,  L.L.C. and  subsidiaries  (the "Company") as of December 31,
2002 and 2001, and the related consolidated  statements of operations,  members'
deficit, and cash flows for each of the three years in the period ended December
31, 2002. Our audits also included the consolidated financial statement schedule
listed in the index to the consolidated  financial statements.  The consolidated
financial  statements and financial statement schedule are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated  financial statements and financial statement schedule based on our
audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  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,  such consolidated  financial  statements referred to above
present fairly, in all material respects,  the financial position of the Company
as of December 31, 2002 and 2001, and the results of its operations and its cash
flows for each of the three years in the period  ended  December  31,  2002,  in
conformity with accounting principles generally accepted in the United States of
America.  Also, in our opinion,  the consolidated  financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects,  the information set forth
therein.

     As discussed in Note 4 to the consolidated financial statements,  effective
January 1, 2002,  the Company  changed its method of accounting for goodwill and
intangible  assets when it adopted SFAS No. 142,  "Goodwill and Other Intangible
Assets".


DELOITTE & TOUCHE LLP



Stamford, Connecticut
February 7, 2003


                                       F-2
<PAGE>




                       Remington Products Company, L.L.C.

                           Consolidated Balance Sheets
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                ----------------------------
                                                                   2002              2001
                                                                -----------       ----------
<S>                                                                <C>               <C>
ASSETS
Current assets:
    Cash and cash equivalents                                    $ 32,846            $4,087
    Accounts receivable, net                                       73,205            78,849
    Inventories                                                    49,122            75,216
    Prepaid and other assets                                        3,484             3,451
                                                                 ---------         ---------
            Total current assets                                  158,657           161,603

Property, plant and equipment, net                                 12,314            13,006
Goodwill, net                                                      27,720            27,720
Other intangibles, net                                             24,399            24,866
Other assets                                                       12,026            14,541
                                                                 ---------         ---------
            Total assets                                         $235,116          $241,736
                                                                 =========         =========

LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
    Accounts payable                                             $ 24,218          $ 30,006
    Short-term borrowings                                           1,613             4,075
    Current portion of long-term debt                                 314               322
    Accrued liabilities                                            49,960            39,754
                                                                 ---------         ---------
            Total current liabilities                              76,105            74,157

Long-term debt                                                    185,163           208,645
Other liabilities                                                     839             1,302
Commitments and contingencies

Members' deficit:
     Members' deficit                                             (19,413)          (36,186)
     Accumulated other comprehensive income                        (7,578)           (6,182)
                                                                 ---------         ---------
            Total members' deficit                                (26,991)          (42,368)
                                                                 ---------         ---------
            Total liabilities and members' deficit               $235,116          $241,736
                                                                 =========         =========

</TABLE>

                 See notes to consolidated financial statements.



                                       F-3
<PAGE>


                       Remington Products Company, L.L.C.

                      Consolidated Statements of Operations
                                 (in thousands)


<TABLE>
<CAPTION>
                                                             Year Ended December 31,
                                                   -------------------------------------------
                                                     2002              2001             2000
                                                   --------          --------         --------
<S>                                                 <C>              <C>               <C>
Net sales                                          $365,061         $356,022          $342,180
Cost of sales                                       209,967          230,512           196,506
                                                   ---------        ---------         ---------
          Gross profit                              155,094          125,510           145,674

Selling, general and administrative expenses        114,470          121,670           105,467
Amortization of intangibles                             467            1,937             1,952
                                                   ---------        ---------         ---------
         Operating income                            40,157            1,903            38,255

Interest expense, net                                24,196           26,341            24,368
Other expense (income)                               (1,013)           2,039               751
                                                   ---------        ---------         ---------
         Income (loss) before income taxes           16,974          (26,477)           13,136

Provision (benefit) for income taxes                    201           (3,096)              399
                                                   ---------        ---------         ---------
         Net income (loss)                         $ 16,773         $(23,381)         $ 12,737
                                                   =========        =========         =========

Net income (loss) applicable to common units       $  1,681         $(36,789)         $    823
                                                   =========        =========         =========

</TABLE>

                See notes to consolidated financial statements.



                                       F-4
<PAGE>


                       Remington Products Company, L.L.C.

                   Consolidated Statements of Members' Deficit
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                                             Accumulated
                                                                                                Other           Total
                                        Preferred      Common     Other     Accumulated     Comprehensive      Members'
                                         Equity         Units    Capital      Deficit           Income          Deficit
                                        ---------      ------    -------    -----------     -------------      --------
<S>              <C>                    <C>            <C>      <C>          <C>               <C>            <C>
Balance, January 1, 2000                $ 94,921       $6,880   $(73,921)    $(53,318)         $(2,345)       $(27,783)

     Preferred dividend                   11,914                              (11,914)
     Comprehensive income (loss):
       Net income                                                              12,737
       Foreign currency translation                                                             (2,235)
       Unrealized hedging loss                                                                    (223)
    Total comprehensive income                                                                                  10,279
                                        --------       ------   ---------    ---------         --------       ---------
Balance, December 31, 2000               106,835        6,880    (73,921)     (52,495)          (4,803)        (17,504)


     Preferred dividend                   13,408                              (13,408)                               -
    Comprehensive income (loss):
       Net loss                                                               (23,381)
       Foreign currency translation                                                             (1,546)
       Unrealized hedging gain                                                                     167
       Dividend distribution                                                     (104)
    Total comprehensive loss                                                                                   (24,864)
                                        --------       ------   ---------    ---------         --------       ---------
Balance, December 31, 2001               120,243        6,880    (73,921)     (89,388)          (6,182)        (42,368)


     Preferred dividend                   15,092                              (15,092)                               -
    Comprehensive income (loss):
       Net income                                                              16,773
       Foreign currency translation                                                              1,390
       Unrealized hedging loss                                                                  (2,786)
    Total comprehensive income                                                                                  15,377
                                        --------       ------   ---------    ---------         --------       ---------
Balance, December 31, 2002              $135,335       $6,880   $(73,921)    $(87,707)         $(7,578)       $(26,991)
                                        ========       ======   =========    =========         ========       =========

</TABLE>


                 See notes to consolidated financial statements.



                                      F-5
<PAGE>

                       Remington Products Company, L.L.C.

                      Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                           Year Ended December 31,
                                                                   ---------------------------------------
                                                                     2002           2001            2000
                                                                   --------       ---------       --------
<S>                                                                <C>            <C>             <C>
Cash flows from operating activities:
   Net income (loss)                                               $16,773        $(23,381)       $ 12,737
   Adjustments to reconcile net income (loss) to net cash
    provided by (used in)operating activities:

       Depreciation                                                  2,935           3,897           3,801
       Amortization of intangibles                                     467           1,937           1,952
       Amortization of deferred financing fees                       2,259           2,242           2,790
       Provision for bad debts                                         970           4,232             878
       Inventory write-downs                                         2,021           9,518           1,309
       Deferred income taxes                                           705          (3,289)            428
       Other                                                           147             785             223
                                                                   --------       ---------       ---------
                                                                    26,277          (4,059)         24,118
       Changes in assets and liabilities:
          Accounts receivable                                        9,203           4,015         (15,578)
          Inventories                                               26,400         (19,413)        (15,740)
          Accounts payable                                          (6,286)          6,209             506
          Accrued liabilities                                        8,480           7,791           2,151
          Other, net                                                (5,550)          1,179             660
                                                                   --------       ---------       ---------
            Cash provided by (used in) operating activities         58,524          (4,278)         (3,883)
                                                                   --------       ---------       ---------
Cash flows from investing activities:

   Capital expenditures                                             (2,105)         (4,322)         (4,414)

Cash flows from financing activities:

   Proceeds from sale of Senior Subordinated Notes                       -          50,000               -
   Repayments under term loan facilities                                 -         (18,869)         (1,918)
   Repayments under credit facilities                              (63,886)       (157,111)        (49,497)
   Borrowings under credit facilities                               36,051         136,968          61,989
   Debt issuance costs and other, net                                 (330)         (8,215)         (1,107)
                                                                   --------       ---------       ---------
          Cash provided by (used in) financing activities          (28,165)          2,773           9,467
          Effect of exchange rate changes on cash                      505            (428)           (694)
                                                                   --------       ---------       ---------
Increase (decrease) in cash and cash equivalents                    28,759          (6,255)            476
Cash and cash equivalents, beginning of year                         4,087          10,342           9,866
                                                                   --------       ---------       ---------
          Cash and cash equivalents, end of year                   $32,846        $  4,087        $ 10,342
                                                                   ========       =========       =========
Supplemental cash flow information:
       Interest paid                                               $22,207        $ 23,710        $ 21,810
       Income taxes paid (refunded), net                           $   156        $    547        $    (17)

</TABLE>


                 See notes to consolidated financial statements.



                                      F-6
<PAGE>

                       Remington Products Company, L.L.C.

                   Notes to Consolidated Financial Statements



1.   Summary of Significant Accounting Policies

     Remington Products Company, L.L.C. and its wholly owned subsidiaries,  (the
"Company") develop and market personal care products. The Company distributes on
a worldwide basis electrical shavers and accessories,  grooming  products,  hair
care appliances,  including hair dryers and hairsetters,  wellness products such
as paraffin  wax hand spas and foot spas,  and other small  electrical  consumer
products.  The  Company's  products are sold  worldwide  primarily  through mass
merchandisers,  catalog  showrooms,  drug store chains and department  stores in
addition to the Company's own service stores.

      Organization:
     Remington  Products Company,  L.L.C., a Delaware limited liability company,
was  formed  by Vestar  Shaver  Corp.  and RPI  Corp.  ("RPI")  to  acquire  the
operations of Remington  Products  Company and its  subsidiaries in May of 1996.
Vestar Razor Corp. was formed in May of 1996 to hold an interest in the Company.
Vestar Shaver Corp. and Vestar Razor Corp. (together,  the "Vestar Members") are
wholly owned by Vestar Equity Partners, L.P. ("Vestar"), an institutional equity
capital fund and affiliate of Vestar Capital Partners ("Vestar Capital").

     Remington Capital Corp. is a wholly owned subsidiary of Remington  Products
Company, L.L.C. and has no operations of its own.

      Basis of Presentation:
     The  consolidated  financial  statements  include the accounts of Remington
Products Company, L.L.C. and subsidiaries. All significant intercompany accounts
and  transactions  are eliminated in  consolidation.  Certain prior year amounts
have been reclassified to conform with the current year presentation.

     Use of Estimates:
     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management  to make certain  estimates and  assumptions  that affect the amounts
reported in the consolidated financial statements and accompanying notes. Actual
results  will  differ  from those  estimates.  Estimates  are used for,  but not
limited to the  establishment of the allowance for doubtful  accounts,  reserves
for sales returns and  allowances,  reserves for obsolete  inventories,  product
warranty costs, taxes and contingencies.

  Cash and Cash Equivalents:
     Cash consists of bank  balances,  cash on hand and balances in money market
accounts.

    Allowance for Doubtful Accounts:
     The allowance for doubtful accounts at December 31, totaled $5,008 thousand
in 2002 and $4,961 thousand in 2001.

  Inventories:
     The Company's  inventories  are valued at the lower of cost or market.  The
majority of  inventory  is finished  goods and is accounted  for  utilizing  the
first-in,  first-out (FIFO) method.  Domestic  manufactured  inventories,  which
represent  approximately 5% of the  consolidated  inventories as of December 31,
2002 and 4% at December 31, 2001, are stated at cost  determined by the last-in,
first-out (LIFO) method. As of December 31, 2002 and 2001, the excess of current
replacement cost over LIFO cost of inventories was not significant.

  Property, Plant and Equipment:
     Property,  plant and equipment is recorded primarily at cost.  Depreciation
is provided for principally on a straight-line  basis over the estimated  useful
lives of the assets, which range from 3 to 20 years.  Leasehold improvements are
amortized over the lesser of the lease term or the estimated useful lives of the
improvements.

    Intangibles:
     Patents are being amortized on a  straight-line  basis over a period of ten
years. Goodwill and tradenames, which have been deemed to have indefinite lives,
are no longer being amortized and are tested for impairment at least annually.


                                      F-7
<PAGE>


    Deferred Financing Costs:
     Costs  associated  with obtaining  financing  arrangements  are included in
other  assets and are being  amortized  over the term of the related  borrowings
using  the  effective  interest  rate  method.   Deferred  financing  costs  and
accumulated amortization totalled $19.5 million and $10.6 million, respectively,
at  December  31,  2002 and $19.7  million and $8.9  million,  respectively,  at
December 31, 2001.

    Long Lived Assets:
     Impairment  losses are  recorded on long lived  assets when  indicators  of
impairment  are present and the  anticipated  undiscounted  operating cash flows
generated by those assets are less than the assets' carrying value.

    Revenue Recognition:
     Revenue from product sales is  recognized,  net of estimated  sales returns
and allowances, when the goods are shipped and title passes to the customer.

    Research and Development:
     Research and development  costs related to both present and future products
are expensed as incurred. Such costs totaled $3.4 million, $4.3 million and $4.2
million for the years ended December 31, 2002, 2001 and 2000, respectively.

    Shipping and Handling Costs:
     Shipping  and handling  costs  represent  costs  associated  with  shipping
products to customers and handling finished goods. Included in selling,  general
and administrative  expenses are shipping and handling costs of $18.6 million in
2002, $25.2 million in 2001 and $16.7 million in 2000.

     Interest Income:
     Interest income is included in interest  expense,  net on the  Consolidated
Statements of Operations  and amounted to $0.2 million,  $0.1 million,  and $0.4
million for the years ended December 31, 2002, 2001 and 2000, respectively.

  Income Taxes:
     U.S.  Federal  income  taxes on net  earnings  of the  Company  are payable
directly  by the  members.  In  jurisdictions  where  partnership  status is not
recognized or foreign  corporate  subsidiaries  exist,  the Company provides for
income  taxes  currently  payable  as  well as for  those  deferred  because  of
temporary  differences  between  the  financial  and tax  basis  of  assets  and
liabilities.

    Net Income (Loss) Applicable to Common Units:
     Net income  (loss)  applicable  to common units is calculated by taking the
Company's  net  income or loss for the  period and  subtracting  the  cumulative
preferred dividend for the same period.

     Derivatives and Hedging Activity:
     The Company  recognizes  all  derivatives  at fair value.  Depending on the
nature of the  underlying  exposure  being hedged,  changes in the fair value of
derivatives  are  recognized  either in the  statement  of  operations  or other
comprehensive  income  ("OCI").  The  ineffective  portion of the change in fair
value of the derivative is recognized in earnings.

     In accordance with the Company's  foreign exchange risk management  policy,
the Company hedges the foreign  subsidiaries'  forecasted purchases of inventory
denominated in currencies  different than the subsidiary's  functional currency.
The derivative  contracts  related to these hedges primarily  consist of forward
foreign  exchange  contracts  and  options,  which are  designated  as cash flow
hedges.  These contracts  generally have maturities not exceeding twelve months.
For cash flow  hedges,  the fair  value  changes of the  derivative  instruments
related to the  effective  portion of the hedges  are  initially  recorded  as a
component of OCI.  Unrealized gains and losses on cash flow hedges accumulate in
OCI and are  reclassified  into  earnings in the periods in which  earnings  are
impacted by the variability of the cash flows of the hedged item. For forecasted
purchases of inventory,  amounts are  reclassified  when the hedged inventory is
reflected in cost of goods sold.


                                      F-8
<PAGE>


     As of  December  31, 2002 and 2001,  other than  forward  foreign  exchange
contracts  and options,  the Company was not party to any other  derivatives  as
defined by SFAS No. 133, as amended and interpreted.

     At December 31, 2002,  the Company had  unrealized  losses of $3.0 million,
net of tax,  classified in OCI for its outstanding  hedge  contracts  related to
forecasted  inventory  purchases.  Approximately  $2.1 million of this amount is
expected  to be  reclassified  to cost of goods  sold in the first six months of
2003.  For the three years ended  December  31,  2002,  2001 and 2000 the losses
classified in other expense (income)  related to the ineffective  portion of the
Company's outstanding hedge contracts were immaterial.

  Translation of Foreign Currencies:
     Assets and liabilities of the Company's foreign subsidiaries are translated
at the  exchange  rate in  effect  at each  balance  sheet  date.  Statement  of
operations  accounts are translated at the average exchange rate for the period.
Translation  adjustments  arising from the use of differing  exchange rates from
period to period are included in the cumulative  translation  adjustment account
in OCI.  Foreign currency  transaction  gains and losses are recognized in other
expense  (income)  and  totaled a net gain of $1.5  million  for the year  ended
December  31, 2002 and net losses of $1.7 million and $0.9 million for the years
ended December 31, 2001 and 2000, respectively.

     Recent Accounting Pronouncements:
     In August 2001, SFAS No. 143, Accounting for Asset Retirement  Obligations,
was issued. This Statement establishes  accounting standards for recognition and
measurement of a liability for an asset retirement obligation and the associated
asset  retirement  cost.  SFAS No. 143 is effective  for fiscal years  beginning
after  June 15,  2002.  The  adoption  of SFAS No.  143 will not have a material
impact on the Company's consolidated  financial position,  results of operations
or cash flows.

     In November 2001, the Emerging Issues Task Force reached consensus on Issue
No.  01-9,  Accounting  for  Consideration  Given by a Vendor to a Customer or a
Reseller  of the  Vendor's  Products  (EITF  01-9).  The  Company  adopted  this
consensus on January 1, 2002. In  accordance  with the consensus the Company has
reclassified,  for all periods presented, certain payments to its customers as a
reduction of sales, primarily the cost of cooperative advertising with its trade
customers.  Prior to the adoption of this consensus the Company classified these
payments as selling,  general and  administrative  expenses in its  Consolidated
Statement  of  Operations.  Because  adoption  of EITF 01-9  resulted  solely in
reclassification within the Consolidated Statement of Operations, there has been
no impact on the Company's financial  condition,  operating income or net income
for any of the periods presented.

     In June 2002,  SFAS No. 146,  Accounting for Costs  Associated with Exit or
Disposal  Activities  was  issued.  This  statement  provides  guidance  on  the
recognition and measurement of liabilities  associated with disposal activities.
SFAS No. 146 is effective  for exit or disposal  activities  that are  initiated
after December 31, 2002. The adoption of this statement will not have a material
impact on the Company's consolidated  financial position,  results of operations
or cash flows.

     In November 2002, FASB  Interpretation No. 45,  Guarantor's  Accounting and
Disclosure  Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
Indebtedness  of  Others  (FIN No.  45) was  issued.  FIN No. 45  elaborates  on
required   disclosures  by  a  guarantor  in  its  financial   statements  about
obligations  under certain  guarantees that it has issued and clarifies the need
for a  guarantor  to  recognize,  at the  inception  of  certain  guarantees,  a
liability  for the fair  value  of the  obligation  undertaken  in  issuing  the
guarantee.  The initial  recognition  provisions  of FIN 45 are  applicable on a
prospective  basis to guarantees issued or modified after December 31, 2002. The
Company  does not expect the initial  recognition  provision  to have a material
impact on the Company's consolidated financial position results of operations or
cash flows.  The  disclosure  requirements  of FIN No. 45 are  effective for the
Company's  year ended  December  31, 2002 and are  included in footnote 9 to the
consolidated financial statements.

     In January 2003,  FASB  Interpretation  No. 46,  Consolidation  of Variable
Interest Entities (FIN No. 46) was issued.  FIN No. 46 clarifies the application
of Accounting Research Bulletin No. 51, Consolidated  Financial Statements,  and
applies  immediately to any variable interest entities created after January 31,
2003 and to variable  interest  entities in which an interest is obtained  after
that date. Based on current operations, the Company does not expect the adoption
of FIN No. 46 to have a material effect on its financial  position or results of
operations or cash flows.


                                      F-9
<PAGE>


2.   Inventories

     Inventories  were  comprised  of the  following as of December 31, 2002 and
2001 (in thousands):

                                                 2002               2001
                                               --------           --------
    Finished goods                              $46,552           $71,308
    Work in process and raw materials             2,570             3,908
                                                -------           -------
                                                $49,122           $75,216
                                                =======           =======

3.   Property, Plant and Equipment

     Property, plant and equipment as of December 31, 2002 and 2001 consisted of
(in thousands):

                                                 2002               2001
                                               --------           --------
    Land and buildings                          $ 2,960           $ 2,790
    Leasehold improvements                        4,578             5,230
    Machinery, equipment and tooling             12,569            11,440
    Furniture, fixtures and other                 7,550             7,804
                                                --------          --------
                                                 27,657            27,264

    Less accumulated depreciation               (15,343)          (14,258)
                                                --------          --------
                                                $12,314           $13,006
                                                ========          ========

4.  Goodwill and Other Intangibles

     The Company  adopted SFAS No. 142,  Goodwill and Other  Intangible  Assets,
effective January 1, 2002. In accordance with SFAS No. 142, beginning on January
1, 2002, the Company's  goodwill and its  tradenames,  which have been deemed to
have indefinite  lives,  are no longer being amortized and are subject to annual
impairment tests. Application by the Company of the nonamortization provision of
SFAS No. 142 resulted in an increase in operating income of  approximately  $1.4
million for the year ended December 31, 2002.  Had the Company  applied SFAS No.
142 on January 1, 2000,  operating  income would have increased by approximately
$1.5  million  for each of the years  ended  December  31,  2001 and  2000.  The
Company's  reporting  units  are also  its  reportable  segments  and all of the
Company's goodwill is associated with the North American segment.  As of January
1, 2002 the Company  performed  the required  transitional  impairment  tests of
goodwill and tradenames and no transitional  impairment was present.  As of June
30, 2002 the Company  performed the required annual impairment tests of goodwill
and  tradenames  and no impairment  was present.  There can be no assurance that
future impairment tests will not result in a charge to earnings.

     Goodwill and other  intangible  assets were  comprised of the following (in
thousands):


                                              December 31,       December 31,
                                                 2002                2001
                                             -------------       ------------

    Amortized Intangible Assets:
      Patents carrying amount                   $4,670             $ 4,670
      Patents accumulated amortization           3,090               2,623
                                                ------             -------
      Patents, net                              $1,580             $ 2,047
                                                ======             =======
    Unamortized Intangible Assets:
      Goodwill                                 $27,720             $27,720
      Tradenames                                22,819              22,819
                                               -------             -------
                                               $50,539             $50,539
                                               =======             =======



                                      F-10
<PAGE>

                       Remington Products Company, L.L.C.
             Notes to Consolidated Financial Statements (continued)

     Estimated amortization expense is $467 thousand for each of the three years
in the period  ending  December  31,  2005,  $179  thousand  for the year ending
December 31, 2006 and zero for each year thereafter.


5.  Accrued Liabilities

     Accrued liabilities were comprised of the following as of December 31, 2002
and 2001 (in thousands):

                                                  2002               2001
                                                --------           ---------
    Advertising and promotion expenses          $22,004             $18,233
    Compensation and benefits                     9,575               4,369
    Income and other taxes payable                3,558               3,048
    Forward contracts                             3,298                   -
    Interest                                      2,678               3,200
    Distribution expense                          1,531               3,399
    Other                                         7,316               7,505
                                                --------            -------
                                                $49,960             $39,754
                                                ========            =======

6.   Debt

     Long-term debt at December 31, 2002 and 2001 consisted of (in thousands):



                                                2002                 2001
                                             ----------           -----------
    Senior Subordinated Notes                  $180,000            $180,000
    Revolving Credit Facility                     4,950              28,373
    Capital Leases                                  527                 594
                                               ---------           ---------
                                                185,477             208,967
    Less current portion                           (314)               (322)
                                               ---------           ---------
                                               $185,163            $208,645
                                               =========           =========


      11% Senior Subordinated Notes:


     During 2001 the Company  completed  the sale of $50.0 million of 11% Senior
Subordinated Notes. The net proceeds of approximately $44.8 million were used to
repay  existing  term loans and  supplemental  loans and a portion of  revolving
credit borrowings.

     The Company  has  outstanding  $180.0  million in  principal  amount of 11%
Senior  Subordinated  Notes,  which  consists of  approximately  $165 million of
Series D Notes and  approximately  $15  million in Series B Notes  (the  "Senior
Subordinated  Notes").  The  Senior  Subordinated  Notes are  general  unsecured
obligations of the Company which mature on May 15, 2006. Interest accrues at the
rate of 11% per  annum and is  payable  semi-annually  in  arrears.  The  Senior
Subordinated Notes are currently redeemable,  in whole or in part, at the option
of the Company at a redemption  price of 103.667% of the  principal  amount then
outstanding  plus accrued and unpaid  interest and any applicable  damages.  The
redemption price reduces to 101.833% on May 15, 2003 and then to 100% on May 15,
2004.

     The Senior  Subordinated  Notes  indenture  contains a number of  operating
covenants which impose  restrictions  with respect to certain business  matters,
including  the amount and terms under  which the  Company can obtain  additional
financing in the future. In addition,  the Senior  Subordinated  Notes indenture
limits the amount of  dividends  that the  Company is  permitted  to pay.  As of
December 31, 2002, the Company was in compliance  with its debt covenants  under
the Senior Subordinated Notes indenture.


                                       F-11
<PAGE>


     Revolving Credit Facility:

     The Company has a $110.0 million asset based revolving credit facility (the
"Facility") . The Facility provides for $70.0 million in revolving credit to the
Company and $40.0  million in revolving  credit to certain of its  subsidiaries.
Borrowings under the facility are subject to a borrowing base of 85% of eligible
receivables and 60% of eligible  inventories.  The Facility expires on March 31,
2006.

     Interest  rates per annum  applicable  to the  Facility  are based,  at the
Company's option, as of December 31, 2002, upon a Eurodollar rate ("LIBOR") plus
3.25% or the greater of (i) prime rate plus 2.0% and (ii) the federal funds rate
plus 2.5%; provided,  however, that the interest rates are subject to adjustment
based on certain  levels of financial  performance.  As of December 31, 2002 the
interest  rate on borrowings  under the Facility was 6.75%.  Interest is payable
quarterly  in  arrears,  including a  commitment  fee of 0.375% per annum on the
average daily unused portion of the Facility. The obligations under the Facility
are  secured  by  essentially  all of the  tangible  and  intangible  assets and
properties of the Company and its subsidiaries.

     The Facility requires the Company to maintain certain financial maintenance
tests,  the more  restrictive of which require the Company to maintain  leverage
and fixed charge coverage ratios as defined. The Facility also contains a number
of  operating  covenants  which  impose  restrictions  with  respect  to certain
business  matters,  including  the amount and terms  under which the Company can
obtain additional financing in the future. In addition,  the Facility limits the
amount of  dividends  that the Company is  permitted  to pay. As of December 31,
2002 the Company was in  compliance  with all  covenants  under the Facility and
availability under the Facility was approximately $62 million in addition to the
Company's cash of $32.8 million.

     On November 22, 2002 the Facility was amended to allow the Company, subject
to certain restrictions,  to repurchase up to a maximum of $20 million of Senior
Subordinated Notes during 2003 and up to $10 million per year thereafter, not to
exceed $40 million in the aggregate during the term of the Facility.

     Short Term Borrowings:

     Short Term Borrowings  consist of local  revolving  credit lines at some of
the Company's foreign  subsidiaries and totaled  approximately  $1.6 million and
$4.1 million as of December 31, 2002 and 2001,  respectively.  These  facilities
are  collateralized  by  assets of the  subsidiaries  or are  guaranteed  by the
Company.   The  weighted  average  interest  rate  under  these  facilities  was
approximately 6.0% in 2002 and 6.3% in 2001.


7.   Membership Equity

     The Vestar Members and RPI  (collectively  the "Members") have entered into
an  Amended  and  Restated  Limited   Liability   Company  Agreement  (the  "LLC
Agreement"),  which governs the relative  rights and duties of the Members.  The
ownership  interests of the Members in the Company consist of preferred members'
equity (the "Preferred Equity") and common units (the "Common Units"), together,
the "Equity". The Common Units represent the common equity of the Company. As of
December  31,  2002,  the  Company's  Common  Units were owned 50% by the Vestar
Members and 50% by RPI,  however,  in accordance with the LLC Agreement,  Vestar
effectively  controls the  Management  Committee and the affairs and policies of
the Company. The Preferred Equity is entitled to a cumulative preferred dividend
of  12%  per  annum,  compounded  quarterly,  and  to an  aggregate  liquidation
preference  of $62.0 million (net of any prior  repayments of Preferred  Equity)
plus any accrued but unpaid  preferred  dividends.  As of December  31, 2002 the
aggregate unpaid Preferred Equity, including accrued dividends of $73.3 million,
totaled $135.3 million of which the Vestar Members own 48.4% and RPI owns 51.6%.

     In January 1998, the Company  repurchased any remaining  outstanding common
units  owned by certain  officers  of the  Company,  cancelled  all  outstanding
related options and adopted a new Phantom Equity Program. Under this program, as
amended,  a maximum of approximately  20.2% of the value of the Company's Equity
can be awarded to selected officers and other key employees of the Company.  The
Phantom Equity Program is comprised of time based,  performance  based and super
performance  based  awards.  All  awards  grant  to the  recipient  a  specified
percentage of the Equity (the "applicable percentage").


                                       F-12
<PAGE>


     A time based award vests either in five equal annual installments, upon the
sale of the Company or upon an initial public  offering of the Company's  stock,
whichever comes first.  The performance and super  performance  based awards are
similar to the time based awards except that the  performance  based award vests
in stages as the Company achieves specified  performance targets while the super
performance  based award vests entirely upon the achievement of a single target.
The Company has  achieved the  specified  performance  target  required for full
vesting of the outstanding performance based awards, but has not as yet achieved
the  specific  performance  target  for full  vesting of the  outstanding  super
performance  based  award.  Payment  of  vested  awards  is  dependent  upon the
achievement of both a performance criteria and an event criteria,  except in the
discretion  of the  Management  Committee in the event of death or disability or
termination of employment  without cause.  The event criteria is a Company sale,
IPO, or when Vestar's  ownership falls below 10% of the Common Units.  Any super
performance  based  award which is not fully  vested by  December  31, 2004 will
automatically terminate.

     The Phantom  Equity Program and all awards are subject to  readjustment  in
the event of a  reorganization  of the  Company  required in  connection  with a
refinancing,  and the applicable percentages are subject to readjustment to take
into consideration new issuances of Equity.


8.   Income Taxes

     The Company is recognized as a partnership for Federal income tax purposes.
As such,  U.S.  Federal  income taxes on net earnings of the Company are payable
directly by the members pursuant to the Internal Revenue Code.  Accordingly,  no
provision  has been made for  Federal  income  taxes for the  Company.  However,
certain state and local  jurisdictions do not recognize  partnership  status for
taxing  purposes  and  require  taxes to be paid on net  earnings.  Furthermore,
earnings of certain foreign operations are taxable under local statutes.

     Pretax  income/(losses)  for years  ended  December  31, are as follows (in
thousands):

                                        2002         2001        2000
                                      ---------    ---------   ---------

U.S. operations                        $15,242     $ (3,503)    $11,765
Non-U.S. operations                      1,732      (22,974)      1,371
                                       -------     ---------    -------
        Total                          $16,974     $(26,477)    $13,136
                                       ========    =========    =======


    The provision for income taxes consists of the following for the years ended
December 31 (in thousands):

                                        2002         2001        2000
                                      ---------   ---------   ---------
Current:
   Foreign                             $(1,103)     $   151       $ (55)
   State and local                          30           42          26
Deferred:
   Foreign                               1,274       (3,289)        428
                                       --------     --------      ------
        Total                          $   201      $(3,096)      $ 399
                                       ========     ========      ======


                                       F-13
<PAGE>

<TABLE>
<CAPTION>


Reconciliation of income taxes computed at the U.S. Federal statutory income tax
rate to the provision for income taxes (in thousands):

<S>                                                       <C>        <C>           <C>
Income taxes computed at statutory U.S. Federal           $5,941     $(9,270)      $4,734
   income tax rate
Partnership status for U.S. federal income
    tax purposes                                          (5,335)      1,344       (4,254)
State and local income taxes                                  30          42           26
Foreign tax refunds                                            -           -         (924)
Establishment/(reversal) of valuation allowance             (875)      3,998          (16)
Adjustment for foreign income tax rates                      440         790          833
                                                          -------    --------      -------
Provision for income taxes                                $  201     $(3,096)      $  399
                                                          =======    ========      =======

</TABLE>


    The components of the Company's deferred tax assets and liabilities included
on the balance sheet at December 31 are as follows (in thousands):

                                                          2002          2001
                                                         -------      -------
Depreciation and other                                    $  823      $  530
Foreign tax loss carryforwards                             6,724       8,758
                                                          ------      -------
                                                           7,547       9,288

     Less valuation allowance                             (4,286)     (5,161)
                                                          -------     -------
Total deferred tax assets (liabilities), net              $3,261      $4,127
                                                          =======     =======

     The  valuation   allowance  relates  primarily  to  the  foreign  tax  loss
carryforwards.  The valuation allowance has been recorded against the portion of
the foreign tax loss carryforwards for which,  based on the available  evidence,
it  is  more  likely  than  not  that  a  tax  benefit  will  not  be  realized.
Approximately   $2.5   million  of  the  $21.4   million  in  foreign  tax  loss
carryforwards  expire  between  2003 through  2007,  while the  remaining  $18.9
million has no expiration date.


9.  Commitments and Contingencies

     The  Company  is liable  under the  terms of  noncancelable  leases of real
estate and equipment for minimum annual rent payments as follows (in thousands):


                                                      Operating       Capital
                                                        Leases        Leases
                                                      ---------       -------
           2003                                       $ 3,981            $381
           2004                                         2,555             129
           2005                                         2,009              85
           2006                                         1,260               -
           2007 and thereafter                          4,624               -
                                                      -------            ----
           Total minimum lease payments               $14,429             595
                                                      =======            ====
           Less:  amount representing interest                             68
                                                                         ----
           Present value of minimum lease payments                       $527
                                                                         ====


     Rent  expense was $7,245,  $7,022 and $7,004  thousand  for the years ended
December 31, 2002, 2001 and 2000.


                                       F-14
<PAGE>


     The majority of the leases  contain  escalation  clauses  which provide for
increases to recover  future  increases in certain  operating  costs and certain
leases require  additional  payments  based on sales volume.  The future minimum
rental payments shown above include base rentals with known  escalations.  Lease
agreements may include  renewal options and usually require that the Company pay
for utilities, taxes, insurance and maintenance expenses.

     The Company  maintains a reserve for warranty  expense  which  provides for
future claims by consumers under the Company's product warranty.  The reserve as
of December 31, 2001 was $1.3 million.  During 2002 charges  against the reserve
and  additional  provisions  made to the  reserve  were  $1.6  million  and $1.7
million, respectively,  thereby resulting in a $1.4 million reserve for warranty
expense as of December 31, 2002.

     As of December 31, 2002, the Company had  outstanding  letters of credit of
$1.3 million and commitments to purchase goods and services, primarily inventory
for resale, in the amount of $40.3 million.

     Pursuant  to  severance  and  retirement  agreements  with  certain  former
executives  of the Company,  such former  executives'  phantom stock awards were
cancelled.  However,  the value of the vested  portion of these awards as of the
beginning of 2003 as determined by the Management  Committee will be paid to the
executives at the time an "event" occurs which would otherwise require generally
payments  under  the  Company's  Phantom  Equity  Program  (refer  to Note 7 for
additional  disclosure of the Company's  Phantom Equity Program).  The aggregate
amount of such contingent payments is approximately $2.0 million.

     The Company is involved in legal and administrative  proceedings and claims
of various  types.  While any  litigation  contains  an element of  uncertainty,
management  believes that the outcome of each such  proceeding or claim which is
pending  or known to be  threatened,  or all of them  combined,  will not have a
material  adverse  effect on the Company's  consolidated  financial  position or
results of operations.


10.  Employee Benefit Plans

     United Kingdom Pension Plan. The Company's UK subsidiary has a contributory
defined  benefit  pension  plan  which  covers   substantially  all  of  the  UK
subsidiary's  employees.  Pension  benefits are based upon length of service and
compensation under a final compensation averaging formula. The Company's funding
policy is to make  contributions  consistent  with statutory  requirements.  The
plan's assets are primarily invested in equity instruments.

     Information  regarding the  Company's  pension plan as of December 31, 2002
and 2001 are as follows (in thousands):


                                       F-15
<PAGE>


Change in Benefit Obligation:                            2002         2001
                                                        ------       ------
   Benefit obligation at beginning of year              $6,760       $6,893
   Service cost                                            375          362
   Interest cost                                           407          355
   Actuarial loss                                          923            -
   Benefits paid                                          (657)        (679)
   Currency exchange rate effects                          768         (171)
                                                        -------      -------
   Benefit obligations at end of year                    8,576        6,760
                                                        -------      -------


Change in Plan Assets:
   Fair value of plan assets at beginning of year        5,341        6,560
   Actual return on plan assets                           (879)        (837)
   Employer contributions                                  332          360
   Participant contributions                               104          114
   Benefits paid                                          (657)        (679)
   Currency exchange rate effects                          501         (177)
                                                        -------      -------
   Fair value of plan assets at end of year              4,742        5,341
                                                        -------      -------

Funded Status                                           (3,834)      (1,419)
Unrecognized net actuarial loss                          4,481        2,016
                                                        -------      -------
Prepaid benefit cost                                    $  647       $  597
                                                        =======      =======

     Amounts  recognized  in the  balance  sheet are  comprised  of the  prepaid
benefit costs as noted above.

Weighted average assumptions:
   Discount rate                                           5.5%         6.0%
   Expected return on plan assets                          7.0%         7.0%
   Rate of compensation increase                          3.25%        3.25%



                                                   Year Ended December 31,
                                                 -------------------------
                                                 2002       2001      2000
                                                 ----       ----      ----
Components of Net Periodic Benefit Cost:
   Service cost                                 $ 230       $253     $ 259
   Interest cost                                  430        380       370
   Expected return on plan assets                (181)      (312)     (426)
                                                ------      -----    ------
Net periodic benefit cost                       $ 479       $321     $ 203
                                                ======      =====    ======


     Employee  Savings Plan.  The Company has a savings  accumulation  plan (the
"Plan") under Section 401(k) of the Internal Revenue Code covering substantially
all  regular  employees  in the  United  States.  The  Plan  is  subject  to the
provisions of ERISA. The Plan provides for Company matching  contributions in an
amount equal to 50% of those  employees'  contributions up to a maximum of 6% of
their  total  salary.  Effective  early 2003 the Company  amended  its  matching
contribution  to 60% of the first 6% of  annual  compensation  contributed.  The
Company's  matching  contributions were $0.4 million for each of the years ended
December  31,  2002 and 2001 and $0.3  million for the year ended  December  31,
2000.


                                       F-16
<PAGE>


     Deferred  Compensation  Plan. The Company has a Deferred  Compensation Plan
pursuant  to which  eligible  executive  employees  may  elect to defer all or a
portion of the bonus otherwise payable under the Company's annual bonus plan and
up to 50% of their  annual  salary,  and such amounts are placed into a deferral
account.   For  each  employee  who  elects  to   participate  in  the  Deferred
Compensation Plan and makes a contribution thereto, the Company makes a matching
contribution of 25% of an employee's contribution,  up to a maximum contribution
by the employee of $300 thousand,  subject to the  achievement by the Company of
its performance goals for the fiscal year with respect to which the contribution
was made.  The  participants  may select  various mutual funds in which all or a
part of their  deferral  accounts  will be deemed to be invested.  Distributions
from a  participant's  deferral  account  will be paid in a lump sum or in equal
annual  installments  over a  period  of up to 15  years  beginning  upon  their
termination of  employment,  death or  retirement.  All amounts  deferred by the
participants  pursuant to the Deferred  Compensation Plan are paid to a Trust to
be  held  in  order  to  fund  the  Company's  obligations  under  the  Deferred
Compensation Plan. The assets of the Trust,  however,  are subject to the claims
of the creditors of the Company in certain circumstances.


11.  Financial Instruments, Credit Risk and Other

      Fair Value of Financial Instruments:

     The carrying amounts for cash and cash  equivalents,  accounts  receivable,
short-term borrowings, accounts payable and accrued liabilities approximate fair
value due to the short maturities of these instruments.  The fair value and book
value at December 31, 2002 of long-term fixed rate debt was approximately $147.8
million  and  $180.0  million,  respectively.  The fair  value and book value at
December 31, 2001 of long-term fixed rate debt was approximately  $137.7 million
and $180.0 million, respectively.

     Concentration of Credit Risk:

     Financial   instruments,   which   potentially   subject   the  Company  to
concentration  of  credit  risk,  consist   principally  of  cash  and  accounts
receivable.  The Company places its cash with high credit quality  institutions.
At times  such  amounts  may be in excess of the FDIC  insurance  limits.  As of
December 31, 2002, the Company had an uncollateralized  receivable with Wal-Mart
which  represented  approximately  19%  of  the  Company's  accounts  receivable
balance.  During calendar 2002, sales to Wal-Mart represented  approximately 30%
of the Company's net sales. The Company  performs ongoing credit  evaluations of
its customers'  financial  condition but does not require  collateral to support
customer receivables. The Company establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends and other information.

      Foreign Currency Exposure Management:

     The Company is exposed to foreign  currency  risk  primarily  to the extent
that its foreign  subsidiaries  purchase inventory in U.S. dollars.  The Company
has entered into foreign currency forward  contracts and options to mitigate the
effect of fluctuating foreign currencies.  The Company uses derivative financial
instruments  only  for  risk  management  purposes  and  does  not use  them for
speculation or trading.

     At December 31, 2002,  forward contracts to sell approximately 13.9 million
UK Pounds Sterling, 3.7 million Canadian dollars, 4.4 million Australian dollars
and 4.5 million euros were outstanding, all of which mature in 2003. At December
31, 2001, forward contracts to sell 15.2 million UK Pounds Sterling, 6.7 million
Canadian  dollars,  6.1 million  Australian  dollars and 6.3 million  euros were
outstanding  and matured at various dates in 2002.  The accounting for hedges is
discussed separately under Derivatives and Hedging Activity within Footnote 1.

 Other:

     The  Company's   finished  goods  are   manufactured  for  the  Company  by
third-party  suppliers  located primarily in China and Japan. The Company's most
significant  suppliers,  Izumi  Industrial  Inc.,  Raymond  Industrial Ltd., and
Specialife  Industries,  Ltd.,  accounted for approximately 45% of the Company's
overall  cost of sales in 2002.  Although  the  Company  considers  its  present
relationships  with  these  suppliers  to be good,  any  adverse  change  in the
relationships with these suppliers,  the financial condition of these suppliers,
the Company's ability to import outsourced  products or these suppliers' ability
to manufacture  and deliver  outsourced  products on a timely basis would have a
material adverse effect on the Company.


                                       F-17
<PAGE>

12.  Related Party Transactions

     Pursuant to a management  agreement (the  "Management  Agreement")  entered
into in  connection  with the  reorganization  of the  Company  in 1996,  Vestar
Capital receives an annual advisory fee equal to the greater of $500 thousand or
1.5% of EBITDA (as defined in such  agreement) of the Company on a  consolidated
basis for rendering  advisory and  consulting  services in relation to strategic
financial planning and other affairs of the Company. Vestar Capital will also be
paid  reasonable  and customary  investment  banking fees in connection  with an
initial public offering, sale of the Company and other financing. The Management
Agreement  will be in effect until May 23, 2006,  provided  that the  Management
Agreement  will  terminate  on the earlier to occur of: (i) a  qualified  public
offering or (ii) the first date that the Vestar Members own less than 25% of the
number of the  Company's  Common  Units  owned by the Vestar  Members on May 23,
1996,  and provided  further that Vestar  Capital may terminate  the  Management
Agreement at any time.

     Pursuant  to  a  consulting  and  transitional   services   agreement  (the
"Consulting  Agreement")  entered into in connection with the  reorganization of
the  Company in 1996,  RPI  receives  an annual fee equal to the greater of $500
thousand  or 1.5% of EBITDA (as defined in such  agreement)  of the Company on a
consolidated basis for rendering advisory and consulting services in relation to
strategic  financial  planning,  product  development and evaluation of mergers,
acquisitions and divestitures.  The Consulting Agreement will be in effect until
May 23, 2006,  provided  that the  Consulting  Agreement  will  terminate on the
earlier to occur of: (i) a qualified public offering or (ii) the first date that
RPI owns less than 25% of the number of the Company's  Common Units owned by RPI
on May 23, 1996,  and provided  further that Vestar  Capital may  terminate  the
Consulting  Agreement  at any time (but only to the extent that  Vestar  Capital
also terminates similar provisions of the Management Agreement).

     Pursuant   to  a   reimbursement   and   indemnification   agreement   (the
"Indemnification  Agreement")  between the Company,  Vestar and Mr. Kiam entered
into in June 1999 in connection with the guarantee of the unsecured supplemental
loans to the Company under the former senior  credit  agreement,  Vestar and Mr.
Kiam,  each received an annual  guarantee fee of $100 thousand from the Company.
This  Agreement was  terminated in April 2001,  when the unsecured  supplemental
loans under the guarantee were paid in full.

13.  Business Segment and Geographical Information

     The Company  distributes its products through its three operating segments,
which are  comprised  of 1) the  North  America  segment,  which  sells  product
primarily  through  mass-merchant  retailers,  department  stores and drug store
chains throughout the United States and Canada,  2) the  International  segment,
which  sells  product  through  an  international  network of  subsidiaries  and
distributors and 3) the U.S. Service Stores segment, consisting of Company-owned
and operated service stores throughout the United States.

     The Operating  segments  reported below are the segments of the Company for
which separate financial information is available that is evaluated on a regular
basis by the Company's senior  management in deciding how to allocate  resources
to an  individual  segment and in  assessing  performance  of the  segment.  The
segment's  performance is evaluated based on segment operating income,  which is
defined as earnings before interest, taxes,  depreciation and amortization.  All
corporate related costs and assets,  such as intangibles and deferred  financing
fees,  are included in the North  America  segment and are not  allocated to the
other segments' operating income or assets, respectively.  Segment net sales are
evaluated excluding intersegment sales, which are not material.



                                       F-18
<PAGE>

     Information  by  segment  and  geographical  location  is  as  follows  (in
thousands):
<TABLE>
<CAPTION>
                                                                  Year Ended December 31,
                                                     ----------------------------------------------
                                                       2002               2001               2000
                                                     --------           --------           --------
<S>                                                    <C>                <C>                <C>
Net Sales:
   North America                                     $232,669           $220,538           $191,990
   International                                       98,984             96,817            107,445
   U.S. Service Stores                                 33,408             38,667             42,745
                                                     ---------          ---------          ---------
Total                                                $365,061           $356,022           $342,180
                                                     =========          =========          =========
Operating Income:
    North America                                    $ 37,346           $ 21,309           $ 32,278
    International                                       4,590            (15,319)             8,533
    U.S. Service Stores                                 1,623              1,747              3,197
    Depreciation and amortization                      (3,402)            (5,834)            (5,753)
                                                     ---------          ---------          ---------
Total                                                $ 40,157           $  1,903           $ 38,255
                                                     =========          =========          =========
Segment Assets:
    North America                                    $137,112           $158,322           $143,365
    International                                      58,050             71,220             79,867
    U.S. Service Stores                                 7,108              8,107              8,913
    Cash and Cash Equivalents                          32,846              4,087             10,342
                                                     ---------          ---------          ---------
Total                                                $235,116           $241,736           $242,487
                                                     =========          =========          =========
Capital Expenditures:
    North America                                    $  1,791           $  2,598           $  3,136
    International                                         295                889                714
    U.S. Service Stores                                    19                835                564
                                                     ---------          ---------          ---------
Total                                                $  2,105           $  4,322           $  4,414
                                                     =========          ========           =========
</TABLE>


     Net sales in the United Kingdom represented  approximately 14%, 14% and 17%
of the  Company's net sales during the years ended  December 31, 2002,  2001 and
2000, respectively. No other country contributed more than 10% of net sales.

     The Company's largest customer,  Wal-Mart, accounted for approximately 30%,
30% and 25% of the Company's net sales during the years ended December 31, 2002,
2001 and 2000,  respectively,  and is serviced  primarily by the North  American
segment.  No other  customer  accounted  for more than 10% of the  Company's net
sales during the years ended December 31, 2002, 2001 and 2000.


                                       F-19
<PAGE>


14.  Quarterly Financial Information (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                        ----------------------------------------------------------
2002                                     March 31       June 30       September 30     December 31     Total Year
----------------------                  ----------     ----------     ------------     -----------     ----------
<S>                                        <C>              <C>              <C>            <C>          <C>
Net sales                                 $53,805         70,000            79,203         162,053      365,061
Gross profit                               21,458         28,258            33,869          71,509      155,094
Operating income                            1,691          4,885            11,256          22,325       40,157
Income (loss) before income taxes          (4,272)          (377)            4,971          16,652       16,974
Net income (loss)                          (4,066)          (238)            5,532          15,545       16,773
Net income (loss) applicable to
   common units                            (7,673)        (3,954)            1,705          11,603        1,681
Total Comprehensive Income (loss)          (3,804)          (770)            4,933          15,018       15,377



2001
----------------------
Net sales                                 $51,746        $58,619           $78,243        $167,414     $356,022
Gross profit                               21,249         17,051            31,211          55,999      125,510
Operating income (loss)                       827        (11,340)            7,575           4,841        1,903
Income (loss) before income taxes          (5,570)       (18,187)            1,629          (4,349)     (26,477)
Net income (loss)                          (4,941)       (13,919)            1,802          (6,323)     (23,381)
Net income (loss) applicable to
   common units                            (8,146)       (17,220)           (1,598)         (9,825)     (36,789)
Total Comprehensive Income (loss)          (5,479)       (13,629)              881          (6,637)     (24,864)

</TABLE>



     Sales  of  the  Company's  products  are  highly  seasonal,  with  a  large
percentage of net sales  occurring  during the  Christmas  selling  season.  The
Company typically  derives on average  approximately 45% of its annual net sales
in the fourth quarter of each year.



                                       F-20
<PAGE>


                       REMINGTON PRODUCTS COMPANY, L.L.C.


                  Schedule II--Valuation & Qualifying Accounts
                                 ( in thousands)


<TABLE>
<CAPTION>
                                                                 Additions
                                              Balance at         Charged to                       Balance at
                                              Beginning          Costs and                           End
                                               of Year            Expenses       Deductions         of Year
                                              ----------         -----------     ----------       -----------
Allowance for doubtful accounts:

<S>                    <C> <C>                <C>                     <C>             <C>           <C>
   Year ended December 31, 2002               $ 4,961                 970             (923)         $ 5,008

   Year ended December 31, 2001               $ 2,864               4,232           (2,135)         $ 4,961

   Year ended December 31, 2000               $ 2,335                 878             (349)         $ 2,864


Allowance for cash discounts and returns:

   Year ended December 31, 2002               $20,070              32,481          (37,643)         $14,908

   Year ended December 31, 2001               $10,206              38,671          (28,807)         $20,070

   Year ended December 31, 2000               $10,166              19,525          (19,485)         $10,206


Inventory reserves:

   Year ended December 31, 2002               $ 7,404               2,021           (6,702)         $ 2,723

   Year ended December 31, 2001               $ 1,172               9,518           (3,286)         $ 7,404

   Year ended December 31, 2000               $ 1,639               1,309           (1,776)         $ 1,172


</TABLE>





                                       S-1