SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A
                                   Amendment No. 1

     [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. [X]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes        No  X
                                      -----     -----
Explanatory Note:
     This  amendment  is being filed to reflect  the  restatement  of  Remington
Products Company,  L.L.C.'s consolidated  financial statements,  as discussed in
Note 15  thereto,  and other  information  related  to such  restated  financial
statements. Except for Item 1 of Part I, Items 6 and 8 of Part II and Item 15 of
Part IV, no other  information  included in the original  report on Form 10-K is
amended by Form 10-K/A.

<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/A 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/A,  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 approximately $33 million 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. 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 fiancial position or results of operations.



<PAGE>

                                     PART II

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):


<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 (3)                       234,957           241,736          242,487         223,990         195,727

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

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."
     (3) As restated  for December  31,  2002.  See note 15 in the  Consolidated
Financial Statements and accompanying notes thereto appearing elsewhere herein.


                                       2
<PAGE>

                                     PART II

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.


                                     PART IV


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

     (a) 1.   Financial Statements

         2.   Financial Statement Schedule

         3.   Exhibits

     31.1 Chief Executive  Officer  Certification  of Periodic  Financial Report
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     31.2 Chief Financial  Officer  Certification  of Periodic  Financial Report
     pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

           None




                                       3
<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:  September 25, 2003

                                        4
<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 (Restated) and 2001               F-3

  Consolidated Statements of Operations for the years ended
      December 31, 2002, 2001 and 2000                                                  F-4

  Consolidated Statements of Members' Deficit for the years
      ended December 31, 2002 (Restated), 2001 and 2000                                 F-5

  Consolidated Statements of Cash Flows for the years ended
      December 31, 2002,2001 and 2000                                                   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".

     As  discussed  in Note 15 to the  consolidated  financial  statements,  the
accompanying 2002 financial statements have been restated.


DELOITTE & TOUCHE LLP



Stamford, Connecticut
February 7, 2003
(September 25, 2003 as to Note 15)


                                       F-2
<PAGE>




                       Remington Products Company, L.L.C.

                           Consolidated Balance Sheets
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                ----------------------------
                                                                   2002              2001
                                                                -----------       ----------
                                                               (As Restated,
                                                                see Note 15)
<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                                                       11,867            14,541
                                                                 ---------         ---------
            Total assets                                         $234,957          $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                                                   3,443             1,302
Commitments and contingencies

Members' deficit:
     Members' deficit                                             (19,413)          (36,186)
     Accumulated other comprehensive income                       (10,341)           (6,182)
                                                                 ---------         ---------
            Total members' deficit                                (29,754)          (42,368)
                                                                 ---------         ---------
            Total liabilities and members' deficit               $234,957          $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
       Additional mimimum pension
           liability adjustment
           (as restated, see note 15)                                                           (2,763)
       Foreign currency translation                                                              1,390
       Unrealized hedging loss                                                                  (2,786)
    Total comprehensive income                                                                                  12,614
                                        --------       ------   ---------    ---------         --------       ---------
Balance, December 31, 2002              $135,335       $6,880   $(73,921)    $(87,707)         $(10,341)      $(29,754)
                                        ========       ======   =========    =========         ========       =========

</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, pension liability 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                                    $1,798      $  530
Foreign tax loss carryforwards                             6,724       8,758
                                                          ------      -------
                                                           8,522       9,288

     Less valuation allowance                             (4,773)     (5,161)
                                                          -------     -------
Total deferred tax assets (liabilities), net              $3,749      $4,127
                                                          =======     =======

     The  valuation   allowance  relates  primarily  to  the  foreign  tax  loss
carryforwards and other foreign deferred tax assets. The valuation allowance has
been  recorded  against the portion of the  foreign tax loss  carryforwards  and
other deferred tax assets 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 consolidated balance sheets:

   Prepaid pension cost                                 $   -        $  597
   Accrued benefit liability                            (2,604)         N/A
   Accumulated other comprehensive income                3,251         -
                                                        -------      -------
   Net amount recognized                                $  647       $  597
                                                        =======      =======

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                                 $ 271       $253     $ 259
   Interest cost                                  407        380       370
   Expected return on plan assets                (333)      (312)     (426)
                                                ------      -----    ------
Net periodic benefit cost                       $ 345       $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                                      57,891             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                                                $234,957           $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) (1)      (3,804)          (770)            4,933          12,255         12,614



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.

     (1) The total  comprehensive  income  for the three  months  and year ended
December  31,  2002  has been  restated  as a result  of an  additional  minimum
liability for the Company's  defined benefit pension plan in the United Kingdom,
as discussed in Note 15 to the  Consolidated  Financial  Statements.  The amount
previously reported was $15,018 for the three months ended December 31, 2002 and
$15,377 for the year ended December 31, 2002.


                                       F-20
<PAGE>

15.  Restatement

     Subsequent to the issuance of its consolidated financial statements for the
year ended December 31, 2002, the Company  determined that an additional mimimum
liability  should  have been  recorded at  December  31,  2002 for the  unfunded
accumulated  benefit obligation related to the Company's defined benefit pension
plan in the United Kingdom as determined by an actuarial  study  performed as of
December  31,  2002.   Statement  of  Financial  Accounting  Standards  No.  87,
Employers'  Accounting  for  Pensions,  which  defines an  unfunded  accumulated
benefit obligation as the excess of a plan's accumulated benefit obligation over
the fair value of its assets,  requires  recognition  of an  additional  minimum
liability if an unfunded  accumulated benefit obligation exists and an asset has
been recognized as prepaid pension cost. As a result, the Company's consolidated
balance  sheet at December 31, 2002 and its  consolidated  statement of members'
deficit for the year then ended have been restated  from the amounts  previously
reported to record an additional minimum pension liability at December 31, 2002.
These changes had no effect on the Company's  2001  financial  statements or its
2002 reported results of operations or cash flows.

     The following  table  summarizes the effect of the  restatement at December
31, 2002 and for the year then ended:

                                                          2002
                                        ------------------------------------
                                        As previously reported   As Restated
                                        ----------------------   -----------
At December 31:
  Other assets                                   $ 12,026         $ 11,867
  Total assets                                    235,116          234,957
  Other liabilities                                   839            3,443
  Accumulated other comprehensive loss             (7,578)         (10,341)
  Total members' deficit                          (26,991)         (29,754)
  Total liabilities and members' deficit          235,116          234,957


For the year ended December 31:
  Total comprehensive income                       15,377           12,614



     The restated  amounts in the table above  reflect the  recording at Decembr
31, 2002 of a minimum pension liability of $3,251 thousand, a deferred tax asset
of $488 thousand (net of a valuation  allowance of $487 thousand) related to the
benefits  associated  with  such  losses,  and the  resulting  charge  to  other
comprehensive  income of $2,763. The accumulated  benefit obligation at December
31, 2002 relted to the plan is $7,346 thousand.



                                      F-21

<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