---

---

# UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-K/A

(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

# For the fiscal year
ended:

# December 31, 2005

# OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

# For the transition
period from _____ to _____

# Commission file
number: 333-104141

REMINGTON ARMS COMPANY, INC.
(Exact name of registrant as specified in its charter)

|Delaware
(State or other jurisdiction of incorporation or organization) | 51-0350935
(I.R.S. Employer Identification No.)
|----------------------------------------------------------------------- | -----------------------------------------------

870 Remington Drive
P.O. Box 700
Madison, North Carolina
27025-0700(Address of principal
executive offices)
(Zip Code)

(336) 548-8700(Registrants telephone number,
including area code)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate
by check mark it the registrant is a wel-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
o          
No  x

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes
x          
No  o

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the
Securities Exchange Act of 1934 during the proceding 12 months (or for such shorter period that the registrant was required
to file such report) and (2) has been subject to such filing requirements for the past 90 days.

Yes
o          
No x

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

Indicate
by check mark whether the registrant is a large accelerated filer, ;an accelerated filer or a non-accelerated filer.

Large accelerated filer
o          
Accelerated filer  o     
Non-accelerated filer  x

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes
o          
No  x

At
March 23, 2006, the number of shares outstanding of each of the issuers classes of
common stock is as follows:  1,000 shares of Class A Common Stock, par value $.01 per
share.

# DOCUMENTS INCORPORATED BY REFERENCENone



Explanatory Note

This Amended Form 10-K/A is being filed solely to correct a typographical error made
to the consolidated statements of cash flows during the EDGAR conversion process of Remington Arms Company Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2005, as filed with the SEC on March 31, 2006 (the "Original Report").  The consolidated
statements of cash flows presented in Item 8 of the Original Report indicated in the column headers that the financial
information presented was for the years ended 2004, 2003, and 2002 respectively. The financial information included in the Original Report, however,
presented the required data for the years ended 2005, 2004, and 2003, respectively. Except for the matter
described above, all other information in the Original Report, including the financial statements, is unchanged.
This amendment does not modify or update disclosures to reflect developments since the filing date of the Original Report.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment, the
certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, included as exhibits to
the Original Filing, have been amended, restated, re-executed and re-filed as of the date of this Amendment
and are included as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto.

---

# Item 8. FINANCIAL
STATEMENTS AND SUPPLEMENTAL DATA

# Reports of Independent
Registered Public Accounting Firms

To the Board of Directors

Remington Arms Company,
Inc. and Subsidiaries:

We have audited the accompanying
consolidated balance sheet of Remington Arms Company, Inc. (a Delaware corporation) and
Subsidiaries as of December 31, 2005, and the related consolidated statements of
operations, shareholders equity (deficit) and comprehensive income (loss), and cash
flows for the year then ended. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its control over
financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects, the
financial position of Remington Arms Company, Inc. and subsidiaries as of December 31,
2005, and the results of their operations and their cash flows for the year then ended in
conformity with accounting principles generally accepted in the United States of America.

Our audit was conducted for the
purpose of forming an opinion on the basic financial statements taken as a whole. The
schedule titled Schedule II  Valuation and Qualifying Accounts is
presented for purposes of additional analysis and is not a required part of the basic
financial statements. The information in this schedule for the year ended December 31, 2005, has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a whole.

/s/ GRANT THORNTON LLP

Greensboro, North Carolina
March 30, 2006

3



To the Shareholders and Board of Directors of 
Remington Arms Company, Inc. and Subsidiaries:

In our opinion, the consolidated balance sheet as of December 31, 2004 and the
related consolidated statements of operations, of cash flows and of shareholder's equity (deficit) and comprehensive income (loss)
for each of the two years in the period ended December 31, 2004 present fairly, in all
material respects, the financial position of Remington Arms Company, Inc. and its
subsidiaries at December 31, 2004 and December 31, 2003, and the results of their
operations and their cash flows for each of the two years in the period ended December 31,
2004 in conformity with accounting principles generally accepted in the United States of
America. In addition, in our opinion, the financial statement schedule as of December 31, 2004 and 2003, and for each of the two years in the
period ended December 31, 2004, presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated financial
statements. These financial statements and financial statement schedule are the
responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on our
audits. We conducted our audits of these statements in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

As discussed in Note 3 to the
consolidated financial statements, the Company restated its previously issued
financial statements as of and for the years ended December 31, 2004 and 2003.

/s/
PricewaterhouseCoopers LLP
Greensboro, North Carolina

March 11, 2005, except for Note 3, for which the date is July 28, 2005



4



Remington Arms Company,
Inc.Consolidated Balance Sheets
(Dollars in Millions, Except Per Share Data)

|                                           |                   |  | Restated          |       
|------------------------------------------ | ----------------- |  | ----------------- | ------
|                                           | December 31, 2005 |  | December 31, 2004 |       
|ASSETS                                     |                   |  |                   |       
|Current Assets                             |                   | 
|Cash and Cash Equivalents                  |                   |  | $                 | 0.5   
|Accounts Receivable Trade - net            |                   |  |                   | 92.2  
|Inventories - net                          |                   |  |                   | 99.3  
|Supplies                                   |                   |  |                   | 7.9   
|Prepaid Expenses and Other Current Assets  |                   |  |                   | 12.3  
|Deferred Tax Assets                        |                   |  |                   | 0.8   
|                                           |                   |  |                   |       
|Total Current Assets                       |                   |  |                   | 213.0 
|                                           |                   | 
|Property, Plant and Equipment - net        |                   |  |                   | 73.9  
|Goodwill and Intangibles - net             |                   |  |                   | 59.1  
|Debt Issuance Costs - net                  |                   |  |                   | 6.5   
|Other Noncurrent Assets                    |                   |  |                   | 10.8  
|                                           |                   |  |                   |       
|Total Assets                               |                   |  | $                 | 363.3 
|                                           |                   |  |                   |       
|                                           |                   | 
|LIABILITIES AND SHAREHOLDERS EQUITY       |                   | 
|Current Liabilities                        |                   | 
|Accounts Payable                           |                   |  | $                 | 25.0  
|Book Overdraft                             |                   |  |                   | 8.9   
|Current Portion of Long-Term Debt          |                   |  |                   | 0.4   
|Current Portion of Product Liability       |                   |  |                   | 2.5   
|Income Taxes Payable                       |                   |  |                   | 1.4   
|Other Accrued Liabilities                  |                   |  |                   | 38.4  
|                                           |                   |  |                   |       
|Total Current Liabilities                  |                   |  |                   | 76.6  
|                                           |                   | 
|Long-Term Debt, net of Current Portion     |                   |  |                   | 221.3 
|Retiree Benefits, net of Current Portion   |                   |  |                   | 58.0  
|Product Liability, net of Current Portion  |                   |  |                   | 7.6   
|Deferred Tax Liabilities                   |                   |  |                   | 8.9   
|Other Long-Term Liabilities                |                   |  |                   | 2.0   
|                                           |                   |  |                   |       
|Total Liabilities                          |                   |  |                   | 374.4 
|                                           |                   |  |                   |       
|                                           |                   | 
|Commitments and Contingencies              |                   | 
|                                           |                   | 
|Shareholders Equity                       |                   | 
|Total Shareholders Equity                 |                   |  |                   | (11.1)
|                                           |                   |  |                   |       
|Total Liabilities and Shareholders Equity |                   |  | $                 | 363.3 
|                                           |                   |  |                   |       

The accompanying notes
are an integral part of these consolidated financial statements.

5



Remington Arms Company,
Inc.Consolidated Statements of
Operations (Dollars in
Millions)

|                                                                                                    |                         | 
|--------------------------------------------------------------------------------------------------- | ----------------------- | 
|                                                                                                    | Year Ended December 31, | 
|                                                                                                    | 2005                    | 
|                                                                                                    |                         | 
|Net Sales                                                                                           |                         | 
|                                                                                                    |                         | 
|Cost of Goods Sold                                                                                  |                         | 
|                                                                                                    |                         | 
|                                                                                                    |                         | 
|Gross Profit                                                                                        |                         | 
|                                                                                                    |                         | 
|Selling, General and Administrative Expenses                                                        |                         | 
|                                                                                                    |                         | 
|Research and Development Expenses                                                                   |                         | 
|                                                                                                    |                         | 
|Impairment Charges                                                                                  |                         | 
|                                                                                                    |                         | 
|Other Income                                                                                        |                         | 
|                                                                                                    |                         | 
|Other Unusual Charges                                                                               |                         | 
|                                                                                                    |                         | 
|Operating Profit                                                                                    |                         | 
|                                                                                                    |                         | 
|Interest Expense                                                                                    |                         | 
|                                                                                                    |                         | 
|Loss from Continuing Operations before Income                                                       |                         | 
|Taxes and Equity in Losses from Unconsolidated                                                      |                         | 
|Joint Venture                                                                                       |                         | 
|                                                                                                    |                         | 
|Income Tax Expense (Benefit)                                                                        |                         | 
|                                                                                                    |                         | 
|Equity in Losses from Unconsolidated Joint Venture                                                  |                         | 
|                                                                                                    |                         | 
|                                                                                                    |                         | 
|Net Loss from Continuing Operations                                                                 |                         | 
|                                                                                                    |                         | 
|(Loss) Income from Discontinued Operations, net of tax expense of zero, $0.1 and $0.9, respectively |                         | 
|                                                                                                    |                         | 
|                                                                                                    |                         | 
|Gain on Sale of Assets, net of tax expense of $9.8                                                  |                         | 
|                                                                                                    |                         | 
|Net Loss                                                                                            |                         | 
|                                                                                                    |                         | 

The accompanying notes
are an integral part of these consolidated financial statements.

6



Remington Arms Company,
Inc.Consolidated Statements of Cash Flows
(Dollars in Millions)

|                                                               |                           | 
|-------------------------------------------------------------- | ------------------------- | 
|                                                               | Year-To-Date December 31, | 
|                                                               | 2005                      | 
|Operating Activities                                           |                           | 
|Net Loss                                                       |                           | 
|Adjustments to reconcile Net Loss to Net Cash                  |                           | 
|used in Operating Activities:                                  |                           | 
|Depreciation and Amortization of Deferred Financing Costs      |                           | 
|Equity in Losses from Unconsolidated Joint Venture             |                           | 
|Gain on Sale of Assets Held for Sale                           |                           | 
|Pension Plan Contributions                                     |                           | 
|Pension Plan Expense                                           |                           | 
|Provision of Deferred Income Taxes, net                        |                           | 
|Other Non-cash charges                                         |                           | 
|Changes in Operating Assets and Liabilities:                   |                           | 
|Accounts Receivable Trade - net                                |                           | 
|Inventories                                                    |                           | 
|Supplies                                                       |                           | 
|Prepaid Expenses and Other Current and Long-Term Assets        |                           | 
|Accounts Payable                                               |                           | 
|Product Liabilities                                            |                           | 
|Income Taxes Payable                                           |                           | 
|Other Accrued and Long-Term Liabilities                        |                           | 
|                                                               |                           | 
|Net Cash used in Operating Activities                          |                           | 
|Net Cash provided by (used in) Discontinued Operations         |                           | 
|                                                               |                           | 
|Net Cash used in Operating Activities                          |                           | 
|                                                               |                           | 
|                                                               |                           | 
|Investing Activities                                           |                           | 
|Proceeds from Sale of Assets, net of Transaction costs of $1.2 |                           | 
|Purchase of Property, Plant and Equipment                      |                           | 
|Proceeds from Sale of Property, Plant and Equipment            |                           | 
|Premiums paid for Company Owned Life Insurance                 |                           | 
|Cash Contribution to Unconsolidated Joint Venture              |                           | 
|                                                               |                           | 
|Net Cash provided by (used in) Investing Activities            |                           | 
|Net Cash used in Discontinued Operations                       |                           | 
|                                                               |                           | 
|Net Cash (used in) provided by  Investing Activities           |                           | 
|                                                               |                           | 

7



Remington Arms Company,
Inc.Consolidated Statements of Cash Flows - continued
(Dollars in Millions)

|                                                    |                           | 
|--------------------------------------------------- | ------------------------- | 
|                                                    | Year-To-Date December 31, | 
|                                                    | 2005                      | 
|                                                    |                           | 
|Financing Activities                                |                           | 
|Proceeds from Revolving Credit Facility             |                           | 
|Payments on Revolving Credit Facility               |                           | 
|Cash Dividends Paid                                 |                           | 
|Proceeds from Issuance of Long-Term Debt            |                           | 
|Principal Payments on Long-Term Debt                |                           | 
|Capital Contribution from RACI Holding, Inc.        |                           | 
|Cash Contribution from RACI Holding, Inc.           |                           | 
|Amount Paid on Behalf of RACI Holding, Inc.         |                           | 
|Proceeds from Borrowings on Short-Term Debt         |                           | 
|Principal Payments on Short-Term Debt               |                           | 
|Change in Book Overdraft                            |                           | 
|Debt Issuance Costs                                 |                           | 
|                                                    |                           | 
|Net Cash provided by (used in) Financing Activities |                           | 
|                                                    |                           | 
|                                                    |                           | 
|Change in Cash and Cash Equivalents                 |                           | 
|Cash and Cash Equivalents at Beginning of Year      |                           | 
|                                                    |                           | 
|Cash and Cash Equivalents at End of Year            |                           | 
|                                                    |                           | 

|Supplemental Cash Flow Information:                     |  | 
|------------------------------------------------------- |  | 
|Cash Paid During the Year for:                          |  | 
|Interest                                                |  | 
|Income Taxes                                            |  | 
|Previously accrued Capital Expenditures                 |  | 
|Noncash Financing and Investing Activities:             |  | 
|Vendor Financed Fixed Assets Capitalized                |  | 
|Change in Accrued Capital Expenditures                  |  | 
|Issuance of Deferred Shares in Lieu of Bonus            |  | 
|Payment Made to Vendors on Behalf of RACI Holding, Inc. |  | 
|Capital Lease Obligations Incurred                      |  | 
|Conversion of Parent Company Note to equity             |  | 

The accompanying notes
are an integral part of these consolidated financial statements.

8



Remington Arms Company,
Inc.Consolidated Statement of Shareholders Equity (Accumulated
Deficit) and Comprehensive Income (Loss)
(Dollars in Millions)

|                                                        | Paid-in
Capital |  | Accumulated
Other
Comprehensive
Income (Loss) |      | Retained
Earnings
(Accumulated
Deficit) |   | Total
Shareholders
Equity |  
|------------------------------------------------------- | --------------- |  | --------------------------------------------- | ---- | --------------------------------------- | - | -------------------------- | -
|Balance, December 31, 2002, Restated                    |                 |  | $                                             | 82.6 |                                         | $ | (4.1                       | )
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Comprehensive Loss:                                     |                 | 
|Net Loss (Restated)                                     |                 |  |                                               |     |                                         |   |                           |  
|Other comprehensive income:                             |                 | 
|Minimum pension liability, net of tax effect of $0.7    |                 |  |                                               |     |                                         |   | 1.2                        |  
|Net derivative losses, net of tax effect of $0.9        |                 |  |                                               |     |                                         |   | 1.4                        |  
|Net derivative losses, reclassified as                  |                 | 
|earnings, net of tax effect of $0.2                     |                 |  |                                               |     |                                         |   | 0.3                        |  
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Total Comprehensive Loss                                |                 |  |                                               |     |                                         |   | 2.9                        |  
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Capital Contribution from RACI Holding, Inc.            |                 |  |                                               | 4.8  |                                         |   |                           |  
|Payment made to vendors on behalf of RACI Holding, Inc. |                 |  |                                               | (1.0 | )                                       |   |                           |  
|Cash Dividends Paid                                     |                 |  |                                               |     |                                         |   |                           |  
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Balance, December 31, 2003, Restated                    |                 |  |                                               | 86.4 |                                         |   | (1.2                       | )
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Comprehensive Income:                                   |                 | 
|Net Loss (Restated)                                     |                 |  |                                               |     |                                         |   |                           |  
|Other comprehensive income:                             |                 | 
|Minimum pension liability, net of tax effect of $0.6    |                 |  |                                               |     |                                         |   | 0.9                        |  
|Net derivative gains, net of tax effect of $2.1         |                 |  |                                               |     |                                         |   | 3.4                        |  
|Net derivative losses, reclassified as                  |                 | 
|earnings, net of tax effect of ($1.5)                   |                 |  |                                               |     |                                         |   | (2.5                       | )
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Total Comprehensive Loss                                |                 |  |                                               |     |                                         |   | 1.8                        |  
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Cash Dividends Paid                                     |                 |  |                                               |     |                                         |   |                           |  
|Capital Contribution from RACI Holding, Inc.            |                 |  |                                               | 3.2  |                                         |   |                           |  
|Amount paid on Behalf of RACI Holding, Inc.             |                 |  |                                               | (0.6 | )                                       |   |                           |  
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Balance, December 31, 2004, Restated                    |                 |  |                                               | 89.0 |                                         |   | 0.6                        |  
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|                                                        |                 | 
|Comprehensive Loss:                                     |                 | 
|Net Loss                                                |                 |  |                                               |     |                                         |   |                           |  
|Other comprehensive income:                             |                 | 
|Minimum pension liability, net of tax effect of $(0.7)  |                 |  |                                               |     |                                         |   | (5.2                       | )
|Net derivative gains, net of tax effect of $2.0         |                 |  |                                               |     |                                         |   | 3.2                        |  
|Net derivative gains reclassified                       |                 | 
|as earnings, net of tax effect of ($1.4)                |                 |  |                                               |     |                                         |   | (2.2                       | )
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|Total Comprehensive Loss                                |                 |  |                                               |     |                                         |   | (4.2                       | )
|                                                        |                 |  |                                               |      |                                         |   |                            |  
|                                                        |                 | 
|Cash Contribution from RACI Holding, Inc.               |                 |  |                                               | 0.1  |                                         |   |                           |  
|Balance, December 31, 2005                              |                 |  | $                                             | 89.1 |                                         | $ | (3.6                       | )
|                                                        |                 |  |                                               |      |                                         |   |                            |  

The accompanying notes
are an integral part of these consolidated financial statements.

9



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 1Basis of
Presentation

The
accompanying consolidated financial statements of Remington Arms Company, Inc.
(Remington) include the accounts of its wholly owned subsidiaries,
RA Brands, L.L.C. (RA Brands), RA Factors, Inc. (RA Factors) and Remington Steam, LLC
(Remington Steam), (together with
Remington, the Company), as well as reflecting the impact of the
Companys unconsolidated 50% joint venture interest in Remington ELSAG Law
Enforcement Systems, LLC (RELES). All significant intercompany accounts and
transactions have been eliminated. The accounts of the Companys parent, RACI
Holding, Inc. (Holding), which owns 100% of the 1,000 shares authorized, issued and outstanding of
Remington common stock (at par value of $0.01 per share), are not presented herein.  Significant transactions
between and Holding and the related balances are reflected in the consolidated financial statements and related disclosures.

A
revision to the classification of the valuation allowance among current and noncurrent
deferred tax assets and liabilities was made to financial information from prior periods
to conform with the presentation format at December 31, 2005. This change in
classification did not have a material impact on any previously reported financial
condition, results of operations or cash flows of the Company. In addition, as a result of
the sale of specified assets of the fishing line business on February 9, 2004, the results
of these operations have been included in discontinued operations for all periods presented (See Note 5).

Note 2Description of the
Business

The
Company is engaged in the design, manufacture, import and sale of primarily sporting goods
products for the hunting/shooting sports and related markets. The Company also designs,
manufactures and sells certain products to certain federal agency, law enforcement, and
military markets including the firearms, ammunition, and surveillance technology products.
In addition, the Company is partnered in a joint venture to sell advanced mobile license
plate reading technology products to state and local law enforcement agencies along with
certain federal agencies. The Companys product lines consist of firearms,
ammunition, hunting/gun care accessories, clay targets, licensed products, powdered metal
products, and technology and security products sold under the Remington name and
other labels. The Companys products are distributed throughout the United States and
in over 55 other countries (including Canada, Europe, and Asia). In the
United States, Remington products are distributed primarily through a network
of wholesalers and retailers who purchase the product directly from the Company for resale
to gun dealers and end users, respectively. The end users include sportsmen, hunters,
target shooters, gun collectors, and members of law enforcement and other government
organizations.

# Note 3Restatement
of Previously Issued Financial Statements

The
Company restated its previously issued financial statements for the years ended
December 31, 2004 and 2003 to reflect the correction of a methodological error related to
its reserve for potential healthcare claims. The error resulted from the use of inaccurate
data and methodologies in calculating the health care accrual.

All
amounts presented herein have been restated from the amounts originally reported. The table below sets forth the effect of the
adjustments for the years ended December 31, 2004 and 2003:

Restated Consolidated
Balance Sheet and Consolidated Statement of Shareholder's Equity and Comprehensive Imcoem (Loss Amounts)

|                              |  | 2004                  
|----------------------------- |  | ----------------------
|                              |  | As Originally Reported
|Deferred Tax Assets (current) |  | $0.0                  
|Total Current Assets          |  | 190.5                 
|Other Accrued Liabilities     |  | 34.3                  
|Total Current Liabilities     |  | 73.9                  
|Accumulated Deficit           |  | (79.0)                
|Total Shareholder's Equity    |  | 10.6                  

10



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

Restated Consolidated Statements of Operations Amounts

|                                                                                                                                             | 2004 |        |  | 2003  
|-------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------ |  | ------
|
|Selling, General and Administrative Expenses                                                                                                 |      | $65.3  |  | $65.1 
|Operating Profit                                                                                                                             |      | 20.7   |  | 20.9  
|Loss from Continuing Operations    before Income Taxes, Equity in    Losses from Unconsolidated Joint Venture
    and Gain on Sale of Assets |      | (3.9)  |  | (3.7) 
|Income Tax Expense (Benefit)                                                                                                                 |      | 13.7   |  | 14.0  
|Net Loss from Continuing Operations                                                                                                          |      | (17.6) |  | (17.7)
|Net Loss                                                                                                                                     |      | ($4.0) |  | ($4.1)

For information on the effect
of the restatement on interim periods in 2004 and in the first quarter of 2005, see Note 25.

Restated Consolidated Statements of Cash Flows Amounts

|                                                   | 2004 |        |  | 2003  
|-------------------------------------------------- | ---- | ------ |  | ------
|
|Net Loss                                           |      | ($4.0) |  | ($4.1)
|Provision (Benefit) for Deferred Income Taxes, net |      | 18.0   |  | 18.4  
|Other Accrued and Long-Term Liabilites             |      | 2.0    |  | 1.7   

# Note 4  Impairment
Charges

As
of March 31, 2005, the Company performed an evaluation for impairment on its goodwill,
trademarks, and fixed assets for the Clay Targets reporting unit and recorded associated
impairment charges of $3.7 in the accompanying consolidated statement of operations, which
were composed of goodwill impairment of $2.9, indefinite-lived trademark impairment of
$0.7, and property and equipment impairment of $0.1. The Clay Targets reporting unit is
included in the All Other reporting segment in Note 23. The evaluation resulted from the
Company being notified by the primary supplier of a critical raw material to the
Companys Clay Targets business that materials would not be supplied beginning in the
third quarter of 2005. No alternative supplier has currently been located. Management
considered the loss of the supplier a change in the business climate that created a
specific triggering event necessitating such a review. The impairment of
trademarks with respect to the Clay Targets reporting unit was assessed in accordance with
the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and
Other Intangible Assets (SFAS 142). The impairment test required us to
estimate the fair value of our trademarks. We tested these trademarks at the reporting
unit level. We estimated fair value using a discounted cash flow model. Under this model,
we utilized estimated revenue and cash flow forecasts, as well as assumptions of terminal
value, together with an applicable discount rate, to determine fair value. We then
compared the carrying value of the trademark to its fair value. Since the fair value of
the trademark was less than its carrying value, the difference of $0.7 was the impairment
charge recorded.

11



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

The
impairment for property and equipment assets with respect to the Clay Targets reporting
unit was assessed in accordance with the provisions of Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
(SFAS 144). We operate the Clay Targets reporting unit with two plant
locations; therefore, we performed our testing of the asset groups at the plant level, as
this is the lowest level for which identifiable cash flows are available. In performing
the test, we determined that the total of the expected future undiscounted cash flows
directly related to the existing service potential of the asset group for one of the plant
locations was less than the carrying value of that asset group; therefore, the analysis
indicated an impairment charge for this plant location. Fair value for this plant location
was determined using a market approach for the associated building and land, and a
remaining utility approach for the equipment. The impairment charge of $0.1 represented
the difference between the fair value of the asset group and its carrying value.

The
impairment of goodwill with respect to the Clay Targets reporting unit was assessed in
accordance with the provisions of SFAS 142. SFAS 142 indicates that if other types of
assets (in addition to goodwill) of a reporting unit are being tested for impairment at
the same time as goodwill, then those assets are to be tested for impairment prior to
performing the goodwill impairment testing. Accordingly, in accordance with SFAS 142 the
impairment charges noted above reduced the carrying value of the Clay Targets reporting
unit when performing the impairment test for goodwill. The goodwill impairment test
required us to estimate the fair value of our overall business enterprise at the reporting
unit level. We estimated fair value using a discounted cash flow model. Under this model,
we utilized estimated revenue and cash flow forecasts, as well as assumptions of terminal
value, together with an applicable discount rate, to determine fair value. We then
compared the carrying value of the Clay Targets reporting unit to its fair value. Since
the fair value of the Clay Targets reporting unit was less than the carrying value of goodwill, an impairment charge of
$2.9, associated with the remaining balance of goodwill for the Clay Targets reporting
unit, was recorded in accordance with the provisions of SFAS 142.

The
impairment charges noted above are estimates that have yet to be finalized as management
is currently evaluating its options for the Clay Targets reporting unit, including seeking
another supplier. Such estimates are recorded based upon the provisions of the above
referenced statements as well as Statement of Financial Accounting Standard No. 5,
Accounting for Contingencies (SFAS 5). Accordingly, these estimated
amounts may change in subsequent periods and other charges may be necessary based on the
outcome of this ongoing evaluation. At December 31, 2005, the remaining carrying value
associated with the Clay Targets reporting unit for trademarks, property and equipment are
$1.9.

As
of December 31, 2005, the Company performed an additional evaluation for impairment in
accordance with its policy and FAS 144 on certain of its fixed assets in the Firearms
reporting unit and recorded associated impairment charges of $1.0 in the accompanying
statement of operations. The Firearms reporting unit is its own reporting segment, see
Note 23. The evaluation was triggered from the Company completing its budget process for
the fiscal 2006 year and determining that certain assets would have a decline in the
extent and manner in which they are currently being used due to changes in product
offerings. Management compared the expected undiscounted cash flows from the fixed assets
with the carrying value of these same fixed assets, and concluded that impairment existed.
The resulting impairment charge was determined by the difference between the fair value
estimated using a discounted cash flow model and the carrying value of the fixed assets.

# Note 5Discontinued
Operations

On
February 6, 2004, Remington and its wholly-owned subsidiary RA Brands entered into an
Asset Purchase Agreement (the Stren Asset Purchase Agreement) with Pure
Fishing, Inc. and its wholly-owned subsidiaries Pure Fishing I, LLC and Pure Fishing II,
LLC (collectively, the Purchasers), pursuant to which Remington and RA Brands
sold to the Purchasers certain specified assets relating to Remingtons fishing line
business, effective as of February 9, 2004. The assets sold consisted of specified
machinery and equipment, inventory, purchase orders and other contracts, trademarks,
tradenames and other intellectual property, records, claims, and goodwill, in each case
relating to Remingtons fishing line business, which had been part of the All Other
reporting segment.

The
purchase price paid to Remington and RA Brands for the assets sold was $44.0 in cash, $1.0
of which was placed into escrow as security for certain post-closing obligations to
procure certain materials for the Purchasers. On May 12, 2004, the amount placed into
escrow of $1.0 was paid to Remington by the Purchasers. The Company applied the $43.0 in
cash proceeds to pay down the then outstanding balance under Remingtons senior
secured revolving credit agreement (as amended, the 2003 Credit Agreement)
on February 9, 2004, and the $1.0 in cash proceeds released from escrow were used to pay
down Remingtons then outstanding 2003 Credit Agreement balance on May 12, 2004.
The assets sold had a net book value of approximately $17.9 and Remington retained net
working capital of approximately $1.7. The gain that was recorded in 2004 on the sale of
discontinued operations was approximately $13.6, net of income taxes. The gain of
approximately $13.6 reflects the release of the $1.0 escrow amount and adjustments to the
estimates of costs associated with the sale based on remaining obligations with respect to
the sale as of December 31, 2004.

12



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

Pursuant
to the Stren Asset Purchase Agreement, Remington agreed not to compete with the Purchasers
in the fishing line business for a period of five years, and also agreed to provide the
Purchasers with certain transitional services and other services and rights relating to
the sale of Remingtons fishing line business, which have been completed.

The
following represents a summary of key components of income from discontinued operations:

|                                         | Year Ended December 31,
|---------------------------------------- | -----------------------
|                                         |                        
|Net Sales                                |                        
|Pre-tax operating results                |                        
|Interest expense allocation              |                        
|(Loss) Income from operations, after tax |                        

Included
in income from discontinued operations is an allocation of interest expense of zero, $0.1,
and $1.8 for the years ended December 31, 2005, 2004, and 2003, respectively. The interest
expense allocation is based on the Company being required to make a payment of $43.0
against its outstanding borrowings under the 2003 Credit Agreement with the proceeds
received at the closing of the transaction on February 9, 2004. The interest expense
allocation was computed by taking the $43.0 revolver balance required to be paid down at
the time of the sale closing, multiplied by the weighted average interest rate through
February 9, 2004 for 2004, and for the years ended 2004 and 2003. The Stren business has
historically allocated interest expense (approximately $0.2 annually) as a result of
actual working capital balances for the fishline business during each of the full years in
the mentioned period.

# Note 6Summary of
Significant Accounting Policies

Cash and
Cash Equivalents:

Cash
and cash equivalents include demand deposits with banks and highly liquid investments with
remaining maturities, when purchased, of three months or less.

Inventories:

Inventories
are stated at the lower of cost or market. The cost of inventories is determined by the
first-in, first-out (FIFO) method. Inventory costs associated with
Semi-Finished Products and Finished Products include material, labor, and overhead; while
costs associated with Raw Materials include only material. The Company provides inventory
allowances for any excess and obsolete inventories.

Supplies:

The
cost of supplies is determined by the average cost method adjusted to the lower of cost
and market.

Service
and Warranty:

The
Company supports service and repair facilities for all of its firearm products, with the
exception of the Spartan Gunworksproduct line, which is serviced and repaired by
the Company's third party vendor, in order to meet the service needs of its distributors, customers
and consumers worldwide. Effective in 2006, the Spartan Gunworks
brand name is being discontinued and these products will utilize the Remington
brand name. However, the service and warranty arrangement associated with these firearm
products will continue to reside with the Companys third party vendor.

The
Company provides consumer warranties against manufacturing defects in all firearm products
manufactured in the United States. Estimated future warranty costs are accrued at the time
of sale. Product modifications or corrections are voluntary steps taken by the Company to
assure proper usage or performance of a product by consumers. The cost associated with
product modifications and/or corrections is recognized in accordance with Statement of
Financial Accounting Standard No. 5, Accounting for Contingencies(SFAS
5), and charged to operations.

13



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

Property,
Plant and Equipment:

Property,
plant and equipment are stated at cost less accumulated depreciation. Depreciation is
determined on a straight-line basis over the estimated lives of the assets. The estimated
useful lives are principally 20 to 40 years for buildings and improvements, and 5 to 15
years for machinery and equipment. In accordance with SFAS 144, management assesses
property, plant and equipment for impairment whenever facts and circumstances indicate
that the carrying amount may not be fully recoverable. To analyze recoverability,
management projects undiscounted future cash flows resulting from the use of the asset
over the remaining life of the asset. If these projected cash flows are less than the
carrying amount of the asset, an impairment loss is recognized, resulting in a write-down
of property, plant and equipment with a corresponding charge to operating income. Any
impairment loss is measured based upon the difference between the carrying amount of the
asset and the present value of future cash flows. The Company uses a discount rate equal
to its average cost of funds to discount the expected future cash flows. There were no
significant assets deemed impaired as of December 31, 2004 or 2003. See Note 4 for
impairment charges incurred in 2005.

Maintenance
and repairs are charged to operations; replacements and betterments are capitalized.
Computer hardware and software costs under capital leases are amortized over the term of
the lease. The cost and related accumulated depreciation applicable to assets sold or
retired are removed from the accounts and the gain or loss on disposition is recognized in
operations, included in the other income, net line item on the consolidated statement of operations.

Interest
is capitalized in connection with the construction of major projects. The capitalized
interest is recorded as part of the asset to which it relates and is amortized over the
assets useful life. Capitalized interest in 2005 was less than $0.1. There was no
capitalized interest in 2004 or 2003.

Goodwill,
Goodwill Impairment, Intangible Assets and Debt Issuance Costs:

Management
assesses goodwill for impairment whenever facts and circumstances indicate that the
carrying amount may not be fully recoverable. Each year the Company tests for impairment of goodwill according to a two-step approach.  In the first step,
the Company estimates the fair values of its reporting units using the present value of future cash flows approach, subject to a
comparison for reasonableness to its market capitalization at the date of valuation.  If the carrying amount exceeds the fair value, the
second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any.  In the second step the implied fair
value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net
tangible and intangible assets of the reporting unit.  If the carrying amount of the goodwill exceeds its implied fair market value, an
impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill.  In addition, goodwill of a reporting
unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce fair
value of a reporting unit below its carrying value.  For other intangible assets, the impairment test consists of a comparison of the fair
value of the intangible assets to their carrying amount.  The Company uses a discount rate equal to its average
cost of funds to discount the expected future cash folws. There were no assets deemed
impaired as of December 31, 2004 and 2003.  See Note 4 for impairment charges incurred in 2005.

Debt
issuance costs are amortized over the life of the related debt or amendment. Amortization
expense for debt issuance costs in 2005, 2004, and 2003 was $1.8, $1.9, and $1.8,
respectively, and is estimated to be approximately $1.5 in 2006, $1.4 in 2007, $1.4 in
2008, $1.4 in 2009 and $1.2 in 2010 based upon the provisions of the Amended and Restated Credit
Agreement as described in Note 14.

Financial Instruments:

The
Company does not use financial instruments for trading purposes. Financial instruments,
which are a type of financial derivative instrument, are used to manage well-defined
commodity price risks and are considered hedges when certain criteria are met.

14



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

All
of the Companys commodity futures contracts are accounted for as cash flow hedges
under Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS 133), as amended by Statement of
Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments
and Certain Hedging Activities  an amendment of FASB Statement No. 133
(SFAS 138) and Statement of Financial Accounting Standards No. 149,
Amendment of Statement 133 on Derivative Instruments and Hedging Activities
(SFAS 149). SFAS 133, as amended requires that all derivative instruments be
reported on the balance sheet at fair value and establishes criteria for designation and
effectiveness of hedging relationships. The fair value of the Companys cash flow
hedges at the time of purchase are recorded on the balance sheet in the Prepaid Expenses
and Other Current Assets line, and are marked to fair value at each balance sheet date.
Unrealized gains and losses associated with these changes in fair value are recorded on
the balance sheet as other comprehensive income and recognized in the statement of
operations as a component of cost of goods sold when the related inventory is sold and
associated revenue is recognized.

To
the extent that the Companys cash flow hedges are deemed ineffective, under the
criterion of SFAS 133, as amended, at hedging the commodity price risk, the portion of
ineffectiveness would be required to be recognized in the statement of operations
immediately. No ineffectiveness has been recorded in 2005, 2004, or 2003.

Market
values of financial instruments were estimated in accordance with Statement of Financial
Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments
(SFAS 107), and are based on quoted market prices, where available, or on
current rates offered to the Company for debt with similar terms and maturities. Unless
otherwise disclosed, the fair value of financial instruments approximates their recorded
values. See Note 22.

Stock
Options:

All
stock purchase and option plans outstanding are associated with common shares of Holding.
Based on the disclosure-only provisions of Statement of Financial Accounting Standards No.
123, Accounting for Stock-Based Compensation (SFAS 123) as
amended by Statement of Financial Accounting Standards No. 148, Accounting for
Stock-Based Compensation (SFAS 148), Holding is considered a principal
stockholder of the Company that grants or otherwise transfers directly stock-based
compensation to employees, directors, and owners of the Company. Accordingly, the Company
has elected to account and disclose for these stock-based compensation agreements in
accordance with the disclosure-only provisions of SFAS 123, as amended by SFAS 148. The
Company, therefore, accounts for the stock options using the intrinsic value method at the
date of grant as permitted by SFAS 123 and Accounting Principles Board Opinion No. 25
(APB 25).

Since
options have been granted at an option exercise price equal to the estimated fair value of
the underlying Common Stock at the time of grant, no compensation expense has been
recognized with respect to grants of stock options granted to date. Had compensation
expense for such option grants been recognized under SFAS 123, as amended by SFAS 148,
based on the fair value of such options at the grant dates thereof in 2005, 2004 and 2003,
the Companys net loss on a pro forma basis would have been as follows:

|           |  | 2005 |                                                                          | 2004 As Restated | 2003 As Restated
|---------- |  | ---- | ------------------------------------------------------------------------ | ---------------- | ----------------
|           |  |      |                                                                          |                  |                 
|Net Income |  |      | As Reported                                                              |                  |                 
|Add:       |  |      | Stock-based employee compensation expense included in                    |                  |                 
|           |  |      | reported net income, net of related tax effects                          |                  |                 
|Deduct:    |  |      | Total stock-based employee compensation expense determined               |                  |                 
|           |  |      | under fair value based method for all awards, net of related tax effects |                  |                 
|           |  |      |                                                                          |                  |                 
|Net Income |  |      | Pro forma                                                                |                  |                 
|           |  |      |                                                                          |                  |                 

In
February 2003, Holding distributed on behalf of Remington a special payment to holders of
all stock options (in connection with the acceleration of vesting and resulting
cancellation of all then-outstanding options) of approximately $220.31 per share, in an
aggregate amount of $4.5, which is $2.7, net of tax, as accounted for under APB 25. The
expense to be recorded for 2003 under SFAS 123 would have been approximately $1.8. The
compensation expense associated with these options would have been recorded in prior years
under SFAS 123, as amended by SFAS 148.

For
purposes of the foregoing, the fair value of each option grant is estimated as of the date
of grant using a modified-Black Scholes Option Model with the following weighted average
assumptions:

15



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

|                                      | 
|------------------------------------- | 
|                                      | 
|Risk Free Interest Rate               | 
|Dividend Yields                       | 
|Volatility Factor                     | 
|Weighted Average Expected Option Life | 

There
were no option grants in 2005 and 2004 and therefore assumption disclosures for those
periods are not applicable.

Income Taxes:

Income
tax expense is based on pretax financial accounting income. The Company recognizes
deferred tax assets and liabilities based on the difference between the financial
reporting and tax bases of assets and liabilities, applying tax rates applicable to the
year in which the differences are expected to reverse, in conjunction with Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes(SFAS
109). A valuation allowance is recorded when it is more likely than not that the
deferred tax asset will not be realized.

The
Company has a tax sharing agreement among Holding and its subsidiaries providing that
consolidated federal and state tax liabilities are allocated among the members with
positive taxable income. Therefore, the agreement does not provide for payment to Holding
for losses that are availed of by the profitable members of the affiliated group.
Accordingly, Holding is deemed to contribute the amount of tax benefits as a contribution
of capital to the Company. Because the Company files its income taxes in a consolidated
tax return with Holding, the cash taxes paid or received supplemental cash flow disclosure
reflects the total impact of any cash taxes paid or received for the Company, as well as
any cash taxes paid or received on behalf of Holding.

Product Liability:

The
Company provides for estimated defense and settlement costs related to product liabilities
when it becomes probable that a liability has been incurred and reasonable estimates of
such costs are available in accordance with Statement of Financial Accounting Standards
No. 5, Accounting for Contingencies(SFAS 5). The Company maintains
insurance coverage for product liability claims, subject to certain policy limits and to
certain self-insured retentions for personal injury or property damage relating to
occurrences arising after December 1, 1993. The current insurance policy extends
through November 30, 2006. Product liabilities are recorded at the Companys best
estimate of the most probable exposure in accordance with SFAS 5, including consideration
of historical payment experience and the self insured retention insurance. For the years
ended December 31, 2005 and 2004, there were no recoveries recorded. For the year ended
December 31, 2003, there were recoveries totaling $1.0, which represented claims paid in
excess of the self-insured retention amounts. The Companys estimate of its liability
for product liability cases and claims outstanding at December 31, 2005 and 2004 is $10.1
and $13.4, respectively. Management uses independent advisors in their determination of
the accrual. The Company made total payments in 2005, 2004, and 2003 of $1.5, $2.8, and
$3.2, respectively (including pre-Acquisition occurrences for which the Company assumed
responsibility) related to defense and settlement costs. See Note 19.

Revenue Recognition:

Sales,
net of an estimate for discounts, returns, rebates and allowances, and related cost of
sales are recorded in income when goods are shipped at which time risk of loss and title
transfers to the customer in accordance with Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements (SAB 101) as amended by Staff
Accounting Bulletin No. 104, Revenue Recognition(SAB 104). Sales are
presented net of Federal Excise Taxes of $34.0, $33.5 and $31.2 for the years ended
December 31, 2005, 2004 and 2003, respectively.

The
Company follows the industry practice of selling firearms in certain sales distribution
channels pursuant to a dating plan allowing the customer to purchase these
products commencing in December (the start of the Companys dating plan year) and to
pay for them on extended terms. Discounts are offered for early payment under this plan.
The Company believes that allowing extended payment terms for early orders helps to level
out the demand for these otherwise seasonal products throughout the year and accordingly
helps facilitate a more efficient manufacturing schedule. Historically, use of the dating
plan has had the effect of shifting some firearms sales from the second and third quarters
to the first and fourth quarters. As a competitive measure, the Company also offers
extended terms on select ammunition purchases. Use of the dating plans, however, also
results in significant deferral of collection of accounts receivable until the latter part
of the year. Customers do not have the right to return unsold products.

16



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

Shipping
and Handling Costs:

Shipping
and handling costs are included in Selling, General and Administrative expense and are
expensed as incurred. In 2005, 2004 and 2003 shipping and handling costs totaled $12.4,
$10.9 and $9.4, respectively.

Advertising
and Promotions:

Advertising
and promotional costs including print ads, commercials, catalogs, brochures and co-op are
expensed during the year incurred. Advertising and promotional costs totaled $10.5 in
2005, $11.7 in 2004 and $11.4 in 2003. The Company licenses certain of its brands and
trademarks. The income from such licensing was $2.6, $2.6 and $2.4 in 2005, 2004 and 2003,
respectively, which is reflected in Other Income, net.

Research
and Development Costs:

Internal
research and development costs including salaries, administrative expenses, building costs
of our research and development facility, and related project expenses are expensed as
incurred. Research and development costs totaled $5.9 in the year ended 2005 and $6.1 in
each of the years ended 2004 and 2003.

Self-Insurance:

The
Company is self-insured for elements of its employee benefit plans including, among
others, medical, workers compensation and elements of its property and liability
insurance programs, but limits its liability through stop-loss insurance and annual plan
maximum coverage limits. Self-insurance liabilities are based on claims filed and
estimates for claims incurred but not yet reported.

Pension
and Postretirement:

The
Company accounts for its pension and supplemental employee retirement plans under
Statement of Financial Accounting Standards No. 87, Employers Accounting for
Pensions (SFAS 87) and Statement of Financial Accounting Standards No. 88,
Employers Accounting for Settlements and Curtailments of Defined Benefit Pension
Plans and for Termination Benefits (SFAS 88). The Company accounts for its
postretirement plan under Statement of Financial Accounting Standards No. 106,
Employers Accounting for Postretirement Benefits Other Than Pensions
(SFAS 106). Unrecognized prior service costs are amortized over the estimated
remaining service lives of employees. The unrecognized net gain or loss resulting from
changes in the amount of either the projected benefit obligation or plan assets from
experience different from that assumed is amortized over five years. The disclosures
associated with the Companys pension and postretirement plans are made under the
provisions of Statement of Financial Standards No. 132R, Employers Disclosures
about Pension and Other Postretirement Benefits, an update of FASB Statements No. 87, 88,
and 106 (SFAS 132R).

Comprehensive
Income (Loss):

The
components of accumulated other comprehensive income (loss) are as follows:

|                                            |  |       
|------------------------------------------- |  | ------
|                                            |  | 2005  
|Fair market value of financial instruments  |  | $3.3  
|Additional minimum pension plan liabilities |  | (6.9) 
|Total                                       |  | $(3.6)

Use
of Estimates:

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

17



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

Unconsolidated
Joint Venture:

Our
unconsolidated joint venture is accounted for under the equity method of accounting in
accordance with Accounting Principles Board Opinion No. 18, The Equity Method of
Accounting for Investments in Common Stock (APB 18). Equity method
accounting was determined based upon the provisions of FASB Interpretation No. 46R,
Consolidation of Variable Interest Entities (revised December 2003)  an
interpretation of ARB No. 51 (FIN 46R), as the joint venture is a variable
interest entity for which the Company was not the primary beneficiary. Accordingly, the
Company recognizes an investment on its consolidated balance sheet at the carrying value
of the Companys cumulative cash contributions to the joint venture, adjusted for the
Companys cumulative equity in earnings (recorded in the Other Noncurrent
Assets line), and the Companys 50% share of the joint ventures equity in
earnings, or operating results, are recorded in the statement of operations
(recorded in the Equity in Losses from Unconsolidated Joint Venture, line).

Recent
Accounting Pronouncements:

In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151,
Inventory Costs, an amendment of ARB No. 43, Chapter 4 (SFAS 151). This
Statement clarifies the types of costs that should be expensed rather than capitalized as
inventory. SFAS 151 clarifies the circumstances under which fixed overhead costs
associated with operating facilities involved in inventory processing should be
capitalized. The provisions of SFAS 151 are effective for fiscal years beginning after
June 15, 2005 and the Company adopted this standard as of January 1, 2006. The adoption of
this statement had no material impact on the Companys consolidated financial statements.

In
December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R,
Share-Based Payment (SFAS 123R). This Statement focuses primarily on
accounting for transactions in which an entity obtains employee services in share-based
payment transactions. In March 2005, the Securities and Exchange Commission
(SEC) released SEC Staff Accounting Bulletin No. 107, Share-Based
Payment (SAB 107), which contains interpretive guidance related to the
interaction between SFAS 123R and certain SEC rules and regulations, as well as
provides the Staffs views regarding the valuation of share-based payment
transactions.  Because the Company is a debt registrant, it is considered a nonpublic
company in accordance with SFAS 123R. In addition, because the management shares
underlying managements stock options are accounted for by Holding as liabilities
under Statement of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity (SFAS
150), the stock options are considered liabilities under SFAS 123R. Since the
Company is nonpublic and the stock options are considered liabilities, the Company is
permitted to choose its valuation approach as a matter of accounting policy. The Company
has elected to account for its stock options using the intrinsic value method. SFAS 123R
requires the Company to make this valuation at each balance sheet date and record any gain
or loss in the Companys consolidated statement of operations.

As
permitted by SFAS 123, the Company accounted for share-based payments to employees prior
to 123R using APB 25s intrinsic value method and, as such, generally recognized no
compensation cost for employee stock options. Accordingly, the adoption of SFAS
123Rs intrinsic value method on a quarterly basis will have an impact on the
Companys results of operations, although it will have no impact on the
Companys overall financial position. The prospective impact of SFAS 123R cannot be
predicted at this time because it will depend in part on levels of share-based payments
granted in the future. The Company adopted this standard as of January 1, 2006. The
adoption of this statement had no material impact on the Companys consolidated
financial statements.

In
March 2005, the FASB issued FASB Interpretation No. 47, Accounting for Conditional
Asset Retirement Obligations  an interpretation of FASB Statement No. 143(FIN 47), which clarifies the impact that uncertainty surrounding the
timing or method of settling an obligation should have on accounting for that obligation
under Statement of Financial Accounting Standards No. 143, Accounting for
Asset Retirement Obligations (SFAS 143). FIN 47 is effective no later
than the end of the fiscal year ending after December 15, 2005, or December 31,
2005 for calendar year companies. The Company adopted this standard as of December 31,
2005. The adoption of this statement had no impact on the Companys consolidated
financial statements.

In
May 2005, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards No. 154, Accounting Changes and Error Corrections(SFAS 154). SFAS 154 replaces Accounting Principles Board
Opinion No. 20 (APB 20), Accounting Changes,and Statement of
Financial Accounting Standard No. 3, Reporting Accounting Changes in Interim
Financial Statements,and changes the requirements for the accounting for and
reporting of a change in accounting principle. Previously, APB 20 required that most
voluntary changes in accounting principle be recognized by including in net income of the
period of the change the cumulative effect of changing to the new accounting principle.
SFAS 154 requires retrospective application to prior periods financial
statements of direct effects of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the cumulative effect of
the change. SFAS 154 carries forward without change the guidance for reporting the
correction of an error in previously issued financial statements and a change in
accounting estimate. SFAS 154 is effective for accounting changes and corrections of
errors made in fiscal years beginning after December 15, 2005. The Company has
accounted for the restatement described in Note 3 in accordance with the current guidance
of APB 20. The Company adopted this standard as of January 1, 2006. The adoption of this
statement had no impact on the Companys consolidated financial statements.

18



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note
7Concentrations of Credit Risk

Concentrations
of credit risk with respect to trade accounts receivable are generally insignificant,
except as noted below, due to the large number of customers comprising the Companys
customer base. The Company reviews a customers credit history and, in most cases,
financial condition before extending credit. An allowance for doubtful accounts is
established based upon factors surrounding the credit risk of specific customers,
historical trends and other information. Recoveries, net of any bad debt expense, were
($0.1), ($0.1) and ($0.7) for years 2005, 2004 and 2003, respectively. The allowance for
doubtful accounts amounted to $0.5 as of December 31, 2005 and 2004.

Sales
to the Companys largest customer, Wal-Mart, comprised approximately 17% of sales in
2005, 16% of sales in 2004 and 19% of sales in 2003. The accounts receivable balance from
Wal-Mart comprised approximately 9% and 8% at December 31, 2005 and 2004, respectively; no
other customer accounted for sales equal to or greater than 10% of sales for the years
presented.

At
December 31, 2005, one other customer comprised approximately 18% of the outstanding
accounts receivable balance. No other customers accounted for accounts receivable greater
than 10% at December 31, 2005. At December 31, 2004, two other customers comprised
approximately 20% and 10%, respectively, of the outstanding accounts receivable balance.
No other customers accounted for accounts receivable greater than 10% at December 31,
2004.

# Note 8Inventories

At
December 31, Inventories consist of the following:

|                       |  |      
|---------------------- |  | -----
|                       |  | 2005 
|Raw Materials          |  | $21.2
|Semi-Finished Products |  | 22.7 
|Finished Products      |  | 55.4 
|Total                  |  | $99.3

# Note 9Property,
Plant and Equipment

At
December 31, Property, Plant and Equipment consist of the following:

|                               |  |        
|------------------------------ |  | -------
|                               |  | 2005   
|Land                           |  | $1.5   
|Building and Improvements      |  | 26.3   
|Leased Under Capital Leases    |  | 5.7    
|Machinery and Equipment        |  | 145.3  
|Construction in Progress       |  | 8.6    
|Subtotal                       |  | 187.4  
|Less: Accumulated Depreciation |  | (113.5)
|Total                          |  | $73.9  

Depreciation
expense for the years ended December 31, 2005, 2004 and 2003 was $9.6, $9.2, and $9.5,
respectively. Accumulated depreciation on assets leased under capital leases was $4.6 and $4.5 as of December
31, 2005 and 2004, respectively.

19



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 10Goodwill
and Other Intangible Assets

As
disclosed in Note 4, the Company recorded impairment charges related to goodwill and
trademarks associated with its Clay Targets business in March 2005. No other impairment
provisions were necessary during 2005, 2004 or 2003.

The carrying amount of goodwill and trademarks attributable to each reporting segment are
outlined in the following tables:

|           |  |             
|---------- |  | ------------
|           |  |             
|           |  | December 31,
|Goodwill   |  | 2005        
|Firearms   |  | $12.8       
|Ammunition |  | 5.2         
|All Other  |  | --          
|Total      |  | $18.0       
|           |  | December 31,
|Trademarks |  | 2005        
|Firearms   |  | $20.4       
|Ammunition |  | 19.4        
|All Other  |  | 1.3         
|Total      |  | $41.1       

# Note 11Other
Accrued Liabilities

At
December 31, Other Accrued Liabilities consist of the following:

|                     |  |      
|-------------------- |  | -----
|                     |  | 2005 
|Marketing            |  | $7.2 
|Healthcare Costs     |  | 6.7  
|Retiree Benefits     |  | 8.0  
|Workers Compensation |  | 3.6  
|Other                |  | 12.9 
|Total                |  | $38.4

# Note 12Warranty
Accrual

The
Company provides consumer warranties against manufacturing defects on all firearm products
manufactured in the United States. Estimated future warranty costs are accrued at the time
of sale, using the percentage of actual historical repairs to shipments for the same
period, which is included in other accrued liabilities. Product modifications or
corrections are voluntary steps taken by the Company to assure proper usage or performance
of a product by consumers. The cost associated with product modifications and or
corrections are recognized in accordance with SFAS 5, and charged to operations. Activity
in the warranty accrual consisted of the following at:

|                        |  |      
|----------------------- |  | -----
|                        |  | 2005 
|Balance at January 1    |  | $0.8 
|Current period accruals |  | 2.7  
|Current period charges  |  | (2.7)
|Balance at December 31  |  | $0.8 

In
addition to our warranty accrual, we have a nationwide product safety program under which
we offer to clean, inspect and modify certain bolt action centerfire firearms manufactured
prior to 1982 to remove the bolt-lock feature. As of December 31, 2005 and 2004, our
accrual for the costs of the product safety program was less than $0.1.

20



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 13Retiree
Benefits

Pension Plans:

The
Company sponsors a defined benefit pension plan (the Plan) and a supplemental
defined benefit pension plan (the SERP). Under the provisions of SFAS No.
132R, the disclosure requirements for the Plan and the SERP have been combined.

# Change in Benefit
Obligation:

| |  | 2005 |                                         | 2004 | 
| |  | ---- | --------------------------------------- | ---- | 
| |  |      | Benefit Obligation at Beginning of Year |      | 
| |  |      | Service Cost                            |      | 
| |  |      | Interest Cost                           |      | 
| |  |      | Plan Amendments                         |      | 
| |  |      | Actuarial Assumption Changes            |      | 
| |  |      | Actuarial (Gain)/Loss                   |      | 
| |  |      | Benefits Paid                           |      | 
| |  |      |                                         |      | 
| |  |      | Benefit Obligation at End of Year       |      | 
| |  |      |                                         |      | 

# Change in Plan Assets:

| |  | 2005 |                                                | 2004 | 
| |  | ---- | ---------------------------------------------- | ---- | 
| |  |      | Fair Value of Plan Assets at Beginning of Year |      | 
| |  |      | Actual Return on Plan Assets                   |      | 
| |  |      | Employer Contributions                         |      | 
| |  |      | Benefits Paid and Expenses                     |      | 
| |  |      |                                                |      | 
| |  |      | Fair Value of Plan Assets at End of Year       |      | 
| |  |      |                                                |      | 

| |  | 2005 |                                                              | 2004 | 
| |  | ---- | ------------------------------------------------------------ | ---- | 
| |  |      | Funded Status                                                |      | 
| |  |      | Unamortized Prior Service Cost                               |      | 
| |  |      | Unrecognized Net Actuarial Loss                              |      | 
| |  |      |                                                              |      | 
| |  |      | Net amount recognized in the statement of financial position |      | 
| |  |      |                                                              |      | 

# Amounts recognized in
the statement of financial position as of December 31 consist of:

| |  | 2005 |                                        | 2004 | 
| |  | ---- | -------------------------------------- | ---- | 
| |  |      | Accrued Benefit Liability              |      | 
| |  |      | Intangible Asset                       |      | 
| |  |      | Accumulated other comprehensive income |      | 
| |  |      |                                        |      | 
| |  |      | Net Amount Recognized                  |      | 
| |  |      |                                        |      | 

The
accrued benefit liability is recorded ont he consolidated balabce sheet in the "Retiree Benefits, net of Current
Portion," as well as in the "Other Accrued Liabilites" line item as described in Note 11.

The
following is certain information about our pension plans that have accumulated benefit
obligations in excess of the fair value of their plan assets as of December 31:

| |  | 2005 |                                | 2004 | 
| |  | ---- | ------------------------------ | ---- | 
| |  |      | Projected benefit obligation   |      | 
| |  |      | Accumulated benefit obligation |      | 
| |  |      | Fair value of plan assets      |      | 

21



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Components of Net
Periodic Pension Cost:

| |  | 2005 |                                    | 2004 |  | 2003 |     
| |  | ---- | ---------------------------------- | ---- |  | ---- | ----
| |  |      | Service Cost                       |      |  | $    | 5.0 
| |  |      | Interest Cost                      |      |  |      | 9.5 
| |  |      | Expected Return on Assets          |      |  |      | (8.7
| |  |      | Amortization of Prior Service Cost |      |  |      | (0.2
| |  |      | Recognized Net Actuarial Loss      |      |  |      | 5.9 
| |  |      |                                    |      |  |      |     
| |  |      | Net Periodic Pension Cost          |      |  | $    | 11.5
| |  |      |                                    |      |  |      |     

| |  | 2005 |                                                             | 2004 |  | 2003 |     
| |  | ---- | ----------------------------------------------------------- | ---- |  | ---- | ----
| |  |      | Weighted average assumptions used to determine net periodic |      |  |      |     
| |  |      | benefit cost for years ended December 31:                   |      | 
| |  |      | Discount Rate                                               |      |  |      | 6.00
| |  |      | Expected Long-Term return on plan assets                    |      |  |      | 8.00
| |  |      | Rate of Compensation Increase                               |      |  |      | 4.00
| |  |      | Weighted average assumptions used to determine benefit      |      | 
| |  |      | obligations at December 31:                                 |      | 
| |  |      | Discount Rate                                               |      |  |      | 5.75
| |  |      | Rate of Compensation Increase                               |      |  |      | 4.00

On
October 11, 2005, the Board of Directors of the Company, upon the recommendation of the
Companys Benefit and Investment Committee, approved an amendment to the
Companys Plan to be effective January 1, 2006. As a result of the amendment to the
Plan, effective January 1, 2006 for certain employees of the Company, including certain of
the Companys Named Executive Officers included in the Plan, the future benefit
calculation has been modified beginning after January 1, 2006. However, no
participants final benefit will be less than the amount earned as of December 31,
2005. The impact of this amendment is reflected in the disclosures above.

It
is our policy to review the pension assumptions annually. Pension benefit income or
expense is determined using assumptions as of the beginning of the year, while the funded
status is determined using assumptions as of the end of the year. The assumptions are
determined by management and established at the respective balance sheet date using the
following principles: (1) The expected long-term rate of return on plan assets is
established based upon historical actual asset returns and the expectations of asset
returns over the expected period to fund participant benefits based on the current
investment mix of the Plan; (2) The discount rate is set based on the yield of high
quality fixed income investments expected to be available in the future when cash flows
are paid; and (3) The rate of increase in compensation levels is established based on the
managements expectations of current and foreseeable future increases in total
eligible compensation, while maintaining a consistent inflation component for all economic
assumptions. In addition management considers advice from independent actuaries on each of
these three assumptions.

Our
investment strategy for Plan assets is based on the long-term growth of principle while
attempting to mitigate overall risk to ensure that funds are available to pay benefit
obligations. The Plan has adopted a strategic asset allocation designed to meet the
Plans long-term obligations. The Plans assets are invested in a variety of
investment classes, including domestic and international equities, domestic and
international fixed income securities and other investments. Allowable investment
structures include mutual funds, separate accounts, commingled funds, and collective trust
funds. Prohibited investments include commodities, private placements, and derivative
instruments used solely for leverage.

The
Plan weighted average asset allocations at December 31, 2005, and 2004, by asset category
are as follows:

| |  | TargetAllocations |                                  | ActualAllocations | 
| |  | ----------------- | -------------------------------- | ----------------- | 
|
| |  |                   | Asset Category:                  |                   | 
| |  |                   | Domestic equity funds            |                   | 
| |  |                   | International equity funds       |                   | 
| |  |                   | Domestic fixed income funds      |                   | 
| |  |                   | International fixed income funds |                   | 
| |  |                   | Cash and cash equivalents        |                   | 
| |  |                   |                                  |                   | 
| |  |                   | Total                            |                   | 
| |  |                   |                                  |                   | 

22



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Anticipated
Contributions:

The
Company expects to make cash contributions of approximately $8.0 to the Plan in 2006.

Estimated
Future Benefit Payments Following is a summary, as of December 31, 2005, of the
estimated future benefit payments from the Plans to our retirees in each of the next five fiscal
years and in the aggregate for five fiscal years thereafter.

| |  | 2005
| |  | ----
| |  |     
| |  |     
| |  |     
| |  |     
| |  |     
| |  |     

# Savings Plans:

Prior
to January 1, 2006, the Company sponsored a qualified defined contribution plan and
matched 50% of a participants contributions up to a maximum of 6% of a
participants compensation. All employees hired after May 31, 1996 were also eligible
for a discretionary contribution. The Companys matching expense and contribution to
this plan was approximately $1.5 in 2005, and approximately $1.4 in both 2004 and 2003.

Effective
January 1, 2006, the Company opened a second qualified defined contribution plan that
matches the first 4% of a participants contributions of a participants
compensation (the 401(k) Plan). The 401(k) Plan includes certain employees of
the Company, including certain of the Companys Named Executive Officers included in
the Defined Benefit Plan. The existing qualified defined contribution plan that matches
50% of a participants contributions up to a maximum of 6% of a participants
compensation remains for all employees not included in the 401(k) Plan.

Effective
January 1, 1998, the Company adopted a non-qualified defined contribution plan. The
Companys matching expense and contribution was $0.2 in 2005, and approximately $0.1
in both 2004 and 2003.

# Postretirement Benefit
Plan:

The
Company sponsors an unfunded postretirement defined benefit plan which provides certain
employees and their covered dependents and beneficiaries with retiree health and welfare
benefits.

# Change in Benefit
Obligation:

| |  | 2005 |                                         | 2004 | 
| |  | ---- | --------------------------------------- | ---- | 
| |  |      | Benefit Obligation at Beginning of Year |      | 
| |  |      | Service Cost                            |      | 
| |  |      | Interest Cost                           |      | 
| |  |      | Amendments                              |      | 
| |  |      | Actuarial Loss                          |      | 
| |  |      | Benefits Paid                           |      | 
| |  |      |                                         |      | 
| |  |      | Benefit Obligation at End of Year       |      | 
| |  |      |                                         |      | 

# Accrued Benefit Cost:

| |  | 2005 |                                           | 2004 | 
| |  | ---- | ----------------------------------------- | ---- | 
| |  |      | Funded Status                             |      | 
| |  |      | Unrecognized Net Actuarial loss           |      | 
| |  |      | Unrecognized Prior Service Cost           |      | 
| |  |      |                                           |      | 
| |  |      | Accrued Postretirement Benefit Obligation |      | 
| |  |      |                                           |      | 

23



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

The accrued
postretirement benefit obligation is recorded on the consolidated balance sheet in the "Retiree Benefits net of Current Portion" line.

# Components of Net
Periodic Benefit Cost for the year ended December 31:

| |  | 2005 |                               | 2004 |  | 2003 |    
| |  | ---- | ----------------------------- | ---- |  | ---- | ---
| |  |      | Service Cost                  |      |  | $    | 0.6
| |  |      | Interest Cost                 |      |  |      | 1.3
| |  |      | Net Amortization and Deferral |      |  |      | -  
| |  |      |                               |      |  |      |    
| |  |      | Net Periodic Benefit Cost     |      |  | $    | 1.9
| |  |      |                               |      |  |      |    

# Weighted average
assumptions used to determine net periodic benefit cost for years ended December 31:

| |  | 2005 | 2004                          | 2003
| |  | ---- | ----------------------------- | ----
| |  |      | Discount Rate                 |     
| |  |      | Rate of compensation increase |     

# Assumed Healthcare cost
trend rates at December 31:

| |  | 2005 | 2004                                                                              | 2003
| |  | ---- | --------------------------------------------------------------------------------- | ----
| |  |      | Healthcare cost trend rate assumed for next year                                  |     
| |  |      | Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) |     
| |  |      | Year that the rate reaches the ultimate trend rate                                |     

# Weighted average
assumptions used to determine benefit obligations at December 31:

| |  | 2005 | 2004                         
| |  | ---- | -----------------------------
| |  |      | Discount Rate                
| |  |      | Rate of compensation increase

Assumed
health care cost trend rates have a significant effect on the amounts reported for the
health care plans.  A one-percentage point change in assumed health care cost trend rates
would have the following effects:

| |  | 1-Percentage Point Increase                             | 1-Percentage PointDecrease
| |  | ------------------------------------------------------- | --------------------------
| |  | Effect on total of service and interest cost            |                           
| |  | Effect on accumulated postretirement benefit obligation |                           

Estimated
Future Benefit Payments Following is a summary, as of December 31, 2005, of the
estimated future benefit payments for our postretirement benefit plan in each of the next
five fiscal years and in the aggregate for five fiscal years thereafter.

| |  | 2005           
| |  | ---------------
| |  | 2006           
| |  | 2007           
| |  | 2008           
| |  | 2009           
| |  | 2010           
| |  | Years 2011-2015

24



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 14Debt

At
December 31, long-term debt consisted of the following:

| |  | 2005 |                                     | 2004 | 
| |  | ---- | ----------------------------------- | ---- | 
| |  |      | Revolving Credit Facility           |      | 
| |  |      | 10.5% Senior Notes due 2011         |      | 
| |  |      | Capital Lease Obligations (Note 13) |      | 
| |  |      | Due to RACI Holding, Inc.           |      | 
| |  |      |                                     |      | 
| |  |      | Subtotal                            |      | 
| |  |      | Less: Current Portion               |      | 
| |  |      |                                     |      | 
| |  |      | Total                               |      | 
| |  |      |                                     |      | 

On
March 15, 2006, the Company entered into the Amended and Restated Credit Agreement (the
Amended and Restated Credit Agreement), which replaces the 2003 Credit
Agreement.  Loans and other obligations outstanding under the 2003 Credit Agreement are governed
and deemed to be outstanding under the amended and restated terms and conditions contained in the
Amended and Restated Credit Agreement.  The Amended and Restated Credit Agreement amended certain
terms of the 2003 Credit Agreement, including by;

| |  |  |  |  |  | Increasing the maximum revolver commitment of $140.0 million from $101.0 million, continuing to be
subject to a borrowing base;
| |  |  |  | - |  | -------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  |  | Extending the stated maturity of the Credit Facility to June 30, 2010 from January 23, 2008;.
| |  |  |  | - |  | ---------------------------------------------------------------------------------------------

| |  |  |  |  |  | Amended certain financial covenants, including by (i) decreasing the minumum amounts of Consolidated
EBITDA (as defined in the Amended and Restated Credit Agreement) that we must maintain during certain
periods and (ii) eliminating the leverage covenant;
| |  |  |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  |  | Amending the definition of "Applicable Margin" so that the interest margin applicable to loans under
the Amended and Restated Credit Agreement is determined based on Consolidated EBITDA (as defined in the Amended
and Restated Credit Agreement) rather than leverage, beginning in 2007; and
| |  |  |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  |  |  |  | Amending the minimum amounts of availibility under that Amended and Restatement Credit Agreement that, if
not maintained, result in the imposition of a fixed charge coverage ratio covenant.
| |  |  |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fees estimated of approximately $0.6 were capitalized in March 2006 as debt issuance costs
and will be amortized over the life of the Amended and
Restated Credit Agreement.

The
Companys Amended and Restated Credit Agreement provides up to $140.0 of borrowings
under an asset-based senior secured revolving credit facility through June 30, 2010.
Amounts available under the Amended and Restated Credit Agreement are subject to a
borrowing base limitation based on certain percentages of eligible accounts receivable and
eligible inventory in addition to the minimum availability requirement described below.
The Amended and Restated Credit Agreement also includes a letter of credit sub-facility of up to $15.0, of
which the Company has aggregate outstanding letters of credit of $5.1 as of December 31,
2005.

On
February 8, 2005, in connection with the passage of the one year requirement under the
indenture governing the Notes referred to below to apply an amount equal to net proceeds
from the sale of the fishing line business to permanently repay debt or reinvest in
specified assets, the Company entered into a fourth amendment to the 2003 Credit
Agreement, primarily to permanently reduce its commitments under the 2003 Credit
Agreement from $125.0 to $101.0 and to amend the availability requirements as indicated
below. As a result of the reduction in borrowing capacity, and in accordance with Emerging
Issues Task Force No. 98-14 (EITF 98-14), the Company reduced its debt
acquisition costs by $0.5 upon signing of the fourth amendment to the 2003 Credit
Agreement in February 2005, the expense for which was recorded as Other Income on the
Companys accompanying statement of operations.

On
October 14, 2005, the Company entered into a fifth amendment, effective as of September 30, 2005, to the 2003
Credit Agreement to amend 2005 minimum EBITDA requirements, develop new minimum EBITDA requirements from
January 1 through September 30, 2006, and extend the use of the availability test period from March 31, 2006
to January 1, 2007.  A fee of less than $0.1 was capitalized in October as debt acquisition costs and is being
amortized for fifteen months, which is the life of the amendment.  Absent the fifth amendment, the Company would
have been in violation of its minimum

25



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

EBITDA requirements as of September 30, 2005.  The Company
therefore assessed the classification of its outstanding borrowings under the 2003 Credit Agreement in accordance with
the provisions of Emerging Issues Task Force 86-30, "Classifications of Obligations When a Violation is Waived by the Creditor"
("EITF 86-30").  While there can be no assurances, management believed based on current projections that the Company
would be in compliance with its debt covenants during the next twelve months and, accordingly, classified the outstanding borrowings
under the 2003 Credit Agreement as long term in the third and fourth quarters of 2005.

Under the Amended
and Restated Credit Agreement at
March 31, 2009, the Company will revert back to the requirement of being in compliance
with its original fixed charge coverage ratio that existed prior to the second amendment to the
2003 Credit Agreement in October 2003. Management believes that when the covenants
revert on March 31, 2009, the Company could be in violation of such covenants and may need
to seek measures for maintaining compliance such as further amendments to the Amended and
Restated Credit Agreement, which management has obtained in the past with cooperation and
assistance from its lending group. Management cannot give any assurance, however, that
such future amendments, if needed, can be obtained, and no assurance has been provided
from the Companys lenders that the lenders will agree to any further modifications
or amendments to the Companys Amended and Restated Credit Agreement. If the Company
was to fail to obtain such modifications, management may be required to seek and obtain
alternative financing and no assurances can be given that the Company could do so, and if
it did, no assurances could be given that such alternative financing would be on similar
terms to the Companys Amended and Restated Credit Agreement.

Key
terms of the Amended and Restated Credit Agreement now include the following:

|(1) |  | The Company is required to maintain a specified minimum amount of availability during
               the period ending on the earlier of (i) March 31, 2009 and (ii) such date as the Company
               may determine (such period, the "Availability Test Period"). For any period during the Availability Test
               Period when such minimum availability requirement is not met, the Company must
               maintain a minimum fixed charge coverage ratio of 1.1 to 1.0. So long as the
               minimum availability requirement is met during the Availability Test Period,
               there is no requirement for the Company to meet the minimum fixed charge coverage ratio.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The Company is required to maintain specified minimum levels of Consolidated EBITDA (as defined
               in the Amended and Restated Credit Agreement) and determined a rolling four quarter basis
               during the Availability Test Period.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | All of Remingtons domestic subsidiaries (other than Remington Steam)
               are either co-borrowers under, or guarantors of, the Amended and Restated Credit Agreement.
               The Amended and Restated Credit Agreement is collateralized by substantially all
               of the Companys real and personal property, including without limitation all of
               the capital stock of the Companys domestic subsidiaries and 65% of the capital stock of the
                Company's future foreign subsidiaries, if any.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Amounts outstanding under the Amended and Restated Credit Agreement bear
               interest at a rate equal to, at the Companys option, (1) an alternate base
               rate plus applicable margin, or (2) a reserve adjusted LIBOR rate plus an
               applicable margin. These margins are subject to periodic adjustment based on
               certain levels of financial performance (based on Consolidated EBITDA) at various times during the term of the
               Amended and Restated Credit Agreement.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | The Amended and Restated Credit Agreement contains limitations on capital
               expenditures exceeding $12.5 during any fiscal year, adjusted upward for any
               previously unspent amounts in prior years that were less than the annual $12.5
               limitation. The Amended and Restated Credit Agreement allows for capital
               expenditures up to $23.5 in the 2006 fiscal year including unused capacity
               carried over from 2005.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | The Amended and Restated Credit Agreement contains limitations on indebtedness,
               liens, investments, mergers and other acquisitions, asset dispositions,
               transactions with affiliates, and dividends and other distributions.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | The Amended and Restated Credit Agreement contains customary events of default.
|--- |  | -------------------------------------------------------------------------------

26



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

|(8) |  | The Company is required to pay certain fees in connection with the Amended and
               Restated Credit Agreement, including (1) letter of credit fees, (2) agency fees
               and (3) an unused commitment fee of 0.375% is payable if the average revolver
               facility balance is 50% or more of the aggregate Revolver Commitments in effect
               on the first day of such month, subject to adjustment upward to 0.500% if the
               average outstanding Credit Facility balance for any month is less than 50% of
               the aggregate revolving commitments in effect on the first day of such month.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | The Amended and Restated Credit Agreement contains other customary affirmative
               and negative covenants including but not limited to those listed above.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
interest rate margin for the ABR and the Euro-Dollar loans at December 31, 2005 is 1.50%
and 3.00%, respectively. The weighted average interest rate under the Companys
2003 Credit Agreement was 6.70% and4.90%for the year ended December
31, 2005 and 2004, respectively.

As
of December 31, 2005 approximately $23.7 in additional borrowing capacity was available as
determined pursuant to the 2003 Credit Agreement.

The
Companys $200.0 aggregate principal amount 10.5% Senior Notes due 2011 (the
Notes) are redeemable at the option of the Company, in whole or in part, any
time on or after February 1, 2007. The redemption price ranges from 105.3% of the
principal amount in 2007 to 100% in the year 2009 and thereafter. In the event of a change
in control, the Notes may be tendered at the option of the holders for the principal
amount plus applicable interest and premium at that date. The Notes are unsecured senior
obligations of the Company that are contractually pari passuwith all existing and
future senior indebtedness, if any, of the Company, but are effectively subordinate to
secured indebtedness, including its indebtedness under the Amended and Restated Credit
Agreement to the extent of the assets securing such indebtedness.

The
indenture for the Notes and the Amended and Restated Credit Agreement contain various
restrictions on the Companys ability to incur debt, pay dividends and enter into
certain other transactions. In addition, the indenture for the Notes permits repurchases
of the Notes on the open market, subject to limitations that may be contained in the
Amended and Restated Credit Agreement.

# Note 15Leases

Future
minimum lease payments under capital leases and noncancellable operating leases, together
with the present value of the net minimum capital lease payments at December 31, 2005, are
as follows:

|                                                     |  |        
|---------------------------------------------------- |  | -------
|                                                     |  |        
|                                                     |  | Capital
|                                                     |  | Leases 
|Minimum Lease Payments for Years Ending December 31: | 
|2006                                                 |  | $0.4   
|2007                                                 |  | 0.4    
|2008                                                 |  | 0.4    
|2009                                                 |  | 0.2    
|2010                                                 |  | 0.1    
|Thereafter                                           |  | --     
|Total Minimum Lease Payments                         |  | 1.5    
|Less: Amount representing interest                   |  | 0.1    
|Present Value of Net Minimum Lease Payments          |  | $1.4   

Rental
expenses for operating leases for 2005, 2004 and 2003 were $1.8, $1.8 and $1.6. The
Company leases a portion of its equipment under operating leases that expire at various
dates through 2011.

27



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 16Stock
Purchase and Option Plans

As
of December 31, 2005, Holding has reserved 39,615 shares of the Class A Common Stock, par
value $.01 per share, of Holding (Common Stock) for issuance in accordance
with the terms of the RACI Holding, Inc. Stock Incentive Plan (the 1999 Stock
Incentive Plan) and the RACI Holding, Inc. 2003 Stock Option Plan (the 2003
Stock Option Plan).

As
of December 31, 2005, 2,230 redeemable shares of Class A Common Stock, 6,637 redeemable
deferred shares of Class A Common Stock and 427 matching options have been issued under
the 1999 Stock Incentive Plan. Options to purchase 12,478 shares of Class A Common Stock
have been granted under the 2003 Stock Option Plan.  As previously disclosed in the Company's
Form 8-K filed on February 28, 2006 under the Exchange Act, the Company's former Chief Operating Officer Ronald
H. Bristol II resigned from his employment with the Company effective February 28, 2006.  On February 28, 2006, Mr. Bristol entered into an
agreement whereby his outstanding 2,270 options were cancelled, and his 781 deferred shares and 141
redeemable shares were converted into Class A Common Stock of Holding.

At
December 31, 2005, management has assessed the fair value of Common Stock to be
approximately $160.00 per share with the assistance of a third party valuation.

At
December 31, 2005 options to purchase 12,905 shares of Common Stock were outstanding, at a
per share exercise price of $220.31, of which 284 options were exercisable. Subject to the
continued service of any option-holder, 143 of the options vest within the next year;
6,239 of the options vest ratably in June 2007 and 2008, respectively; and 6,239 of the
options vest in June 2012. The vesting of options may be accelerated upon the occurrence
of certain events specified in the plans including a change in control as defined therein.
Options not exercised will expire on the tenth anniversary of the date of grant. The
following is a summary of stock option activity under the 1999 Stock Incentive Plan and
the 2003 Stock Option Plan:

|                            | 2005 |  | 2004 |        | 2003 |  
|--------------------------- | ---- |  | ---- | ------ | ---- | -
|
|                            |      | 
|Outstanding at January 1,   |      |  |      | 14,114 |      | $
|Granted                     |      |  |      |       |      |  
|Exercised                   |      |  |      |       |      |  
|Cancelled/Forfeited         |      |  |      | 1,209  |      | $
|                            |      |  |      |        |      |  
|Outstanding at December 31, |      |  |      | 12,905 |      | $
|                            |      |  |      |        |      |  
|Exercisable at December 31, |      |  |      | 284    |      | $
|                            |      |  |      |        |      |  
|Weighted Average            |      | 
|Fair Value Options Granted  |      |  |      | NA     |      |  
|                            |      |  |      |        |      |  

The
exercise price of all outstanding options at December 31, 2005 is $220.31, and the
weighted average contractual life on the unvested options outstanding at December 31, 2005
is estimated to be 4.2 years. Included in the 12,905 options above are 427 options that
were granted in 2004 which are accounted for under FIN 44, Accounting for Certain
Transactions involving Stock Compensation. If the market value of class A common
stock increases, Holding is required to recognize as expense, which will be pushed down to
the Company since the holders of the options are employees of the Company, the incremental
difference above the grant value. For the remaining 12,478 shares of Common Stock, the
Company has adopted the disclosure-only provisions of SFAS No. 123, as amended by SFAS No.
148, Accounting for Stock-Based Compensation. On January 1, 2006, the Company
adopted Statement of Financial Accounting Standards No. 123R, Share Based Payment
(SFAS 123R). See Note 6, Summary of Significant Accounting
Policies.

# Note 17Investment
in Unconsolidated Joint Venture

In
2004, the Company entered into a joint venture agreement with ELSAG, Inc., an
unaffiliated third party, to form RELES.  RELES sells and services a mobile license
plate reading technology sold to state and local law enforcement agencies along with
certain federal agencies. The agreement provides Remington a 50% ownership
interest.  The agreement calls for each member to invest 50% of required capital
investments and receive 50% of distributions, with a maximum contribution amount
of $1.5 by each party.  In addition, Remington provides certain administrative
support functions, while ELSAG, Inc. provides product technology support.
 As a result of certain administrative support functions provided by Remington, the
Company has a receivable from RELES at December 31, 2005 of $0.1.

28



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

Management
has assessed the accounting treatment of RELES under the provisions of FASB Interpretation
No. 46R, Consolidation of Variable Interest Entities (revised December 2003)  an
interpretation of ARB No. 51(FIN 46R), and APB 18, The Equity Method
of Accounting for Investments in Common Stock(APB 18), and has concluded
that RELES is a variable interest entity. However, as the Company is not the primary
beneficiary, RELES is accounted for under the equity method of accounting. Accordingly, an
investment is recognized on the Companys balance sheet (included in Other
Noncurrent Assets) at the carrying value of the Companys cumulative cash
contributions to RELES adjusted for the Companys cumulative equity in (earnings)
loss recorded on the Companys statement of operations, and the Companys 50%
share of RELESs operating results is recorded in the Companys statement of
operations (included in Equity in (Earnings) Loss from Unconsolidated Joint Venture)
during each period that RELES produces financial results.

The
contribution total paid by the Company to RELES in 2005 was $1.0. There have been no
significant revenues associated with RELES during any period.

The
following summarizes the Companys investment account balance associated with RELES
at:

|                                           |  |                  
|------------------------------------------ |  | -----------------
|                                           |  | December 31, 2005
|Account                                    | 
|Investment in Unconsolidated Joint Venture |  | $0.2             
|Equity in Losses from Unconsolidated Joint | 
|Venture                                    |  | 1.0              

Through
December 31, 2005, the Company has made a total of $1.3 in cumulative cash contributions
to RELES. The final payment of $0.2 was paid on March 15, 2006, and accordingly the
Company has no more commitments to fund RELES, although the Company may do so.

# Note 18RACI
Holding Recapitalization Transactions

In the
first quarter of 2003, Remington completed transactions related to the recapitalization of
Holding, resulting in the current capital structure of the Company and Holding:

|(1) |  | A private offering of $200.0 principal amount of Notes due in January
          2011. See Note 14.
|--- |  | --------------------------------------------------------------------------------------------------

|(2) |  | The closing by Remington of a credit facility expiring in January 2008, the
          2003 Credit Agreement. See Note 14.
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(3) |  | The issuance and sale by Holding, for $30.8, of 140,044 shares of common
          stock of Holding to Bruckmann, Rosser, Sherrill & Co. II, L.P. (the
          BRS Fund) and others.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | The issuance of $32.9 aggregate principal amount of senior notes of
          Holding (the Holding Notes). As of December 31, 2005, the Holding
          Notes had a carrying value of $39.8 due to accrued unpaid interest. The Clayton
          & Dubilier Private Equity Fund IV Limited Partnership (the Fund)
          holds all of the Holding Notes. The Company made a $100.0 dividend to Holding in
          connection with the funding of the repurchase of 722,981 shares of common stock
          and the cancellation of 64,144 options in respect of common stock of Holding.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note 19Commitments
and Contingencies

# Purchase Commitments

The
Company has various purchase commitments, approximating $7.5 for 2006, $2.0 for 2007, $1.0
for 2008, $0.6 for 2009 and $0.5 for 2010, for services incidental to the ordinary conduct
of business, including, among other things, a services contract with its third party
warehouse provider and commitments to the Companys joint venture RELES. Such
commitments are not at prices in excess of current market prices. Included in the purchase
commitment amount are the Companys purchase contracts with certain raw materials
suppliers, for periods ranging from one to seven years, some of which contain firm
commitments to purchase minimum specified quantities. During the fourth quarter of 2005,
the Company entered into a settlement of a contract in the Firearms reporting segment,
recognizing a $1.2 gain in the accompanying statement of operations included in the Other
Income, net line item. That contract would otherwise have expired in 2012. The Company has
leased equipment that allows the Company to manufacture its own steam supply as a result
of the contract settlement and accordingly is no longer dependent on a third party for
this manufacturing requirement. Otherwise, such contracts had no significant impact on the
Companys financial condition, results of operations, or cash flows during the
reporting periods presented herein.

29



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Product Liability
Litigation

Since
December 1, 1993, we have maintained insurance coverage for product liability claims
subject to certain self-insured retentions on a per-occurrence basis for personal injury
or property damage relating to occurrences arising after the Acquisition. We believe that
our current product liability insurance coverage for personal injury and property damage
is adequate for our needs. Our current product liability insurance policy runs from
December 1, 2005 through November 30, 2006 and provides for a self-insured retention of
certain self-insured retention amounts per occurrence. It also includes a limited batch
clause provision. Applicable to our primary Products policy, this allows that a single
retention be assessed when the same defects manufactured in a common lot or batch results
in multiple injuries or damages to third parties. The policy excludes from coverage any
pollution-related liability. Based in part on the nature of our products, and the impact
on the insurance market of September 11, 2001 and more recent weather-related and other
events, there can be no assurance that we will be able to obtain adequate product
liability insurance coverage upon the expiration of the current policy. Certain of our
current excess insurance coverage expressly excludes actions brought by municipalities as
described below.

As
a result of contractual arrangements, we manage the joint defense of product liability
litigation involving Remingtonbrand firearms and our ammunition products for both
Remington and the Sellers. As of December 31, 2005, approximately 19 individual bodily
injury cases and claims were pending, primarily alleging defective product design,
defective manufacture and/or failure to provide adequate warnings; some of these cases
seek punitive as well as compensatory damages. We have previously disposed of a number of
other cases involving post-Acquisition occurrences by settlement. Of the individual cases
and claims pending as of December 31, 2005, one involves a matter for
which the Sellers retained liability and are required to indemnify us by a federal
district court jury in Utica, New York, in the trial of a discontinued product matter. The
remaining approximately 18 pending cases involve post-Acquisition occurrences for which we
bear responsibility under the Purchase Agreement; the Sellers have some responsibility for
the costs of one of these cases involving certain shotguns.

The
relief sought in individual cases includes compensatory and, sometimes, punitive damages.
Not all complaints or demand letters expressly state the amount of damages sought. As a
general matter, when specific amounts are provided, compensatory damages sought range from
less than $0.1 to more than $10.0, while demands or punitive damages may range from less
than $0.5, to as much as $100.0. Of the 18 individual post-Acquisition claims pending as
of December 31, 2005, where specific initial demands have been made, claimants purport to
seek approximately $22.3 in compensatory and an unspecified amount in punitive damages. In
the Companys experience, initial demands do not generally bear a reasonable
relationship to the facts and circumstances of a particular matter, and in any event,
typically are reduced significantly as a case proceeds. The Company believes that its
accruals for product liability cases and claims are a superior quantitative measure of the
cost to it of product liability cases and claims.

Municipal
Litigation

In
addition to the individual cases, as a manufacturer of shotguns and rifles, Remington was
named in only three of the actions brought by approximately 30 municipalities, primarily
against manufacturers, distributors and sellers of handguns: (i) City of Boston, et al.
v. Smith & Wesson, et al., No. 99-2590 (Suffolk Super Ct.); (ii) City of St.
Louis, Missouri v. Henry Cernicek, et al., No. 992-01209 (Cir. Ct. St. Louis) & 00
Civil 1895 (U.S. Dist. Ct E.D. Missouri); and (iii) City of New York, et al. v. B.L.
Jennings, Inc., et al., 00 Civil 3641 (JBW) (U.S. Dist. Ct. E.D.N.Y.). Two of these
cases (City of Boston and City of St. Louis) have been dismissed against all
defendants, while the third has been limited to claims against handgun manufacturers
(City of New York). Remington is therefore not a defendant in any pending municipal
action.

As
a general matter, these lawsuits named several dozens of firearm industry participants as
defendants, and claim that the defendants distribution practices allegedly permitted
their products to enter a secondary market, from which guns can be obtained by
unauthorized users; that defendants fail to include adequate safety devices in their
firearms to prevent unauthorized use and accidental misuse; and that defendants
conduct has created a public nuisance. Plaintiffs generally seek injunctive relief and
money damages (consisting of the cost of providing certain city services and lost tax and
other revenues), and in some cases, punitive damages, as well.

30



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

To date, most municipal lawsuits have been dismissed and are no longer subject to appeal,
including that involving local California governments. The remaining lawsuits are in
various stages of motion practice, discovery, and trial preparation. A majority of states
have enacted some limitation on the ability of local governments to file such lawsuits
against firearms manufacturers. In addition, similar legislation limiting such lawsuits on
a federal level has been passed in both houses of Congress, most recently by the House of
Representatives on October 20, 2005. President Bush signed the Protection of Lawful
Commerce in Arms Act on October 26, 2005. However, the court hearing the City of New
Yorks case against handgun manufacturers has held that the law does not prohibit
that lawsuit; the decision is being appealed to the U.S. Court of Appeals for the Second
Circuit.

# Certain Indemnities

As
of the closing of the Acquisition in December 1993 under the Purchase Agreement, we
assumed:

| | 
  a number of specified liabilities, including certain trade payables and contractual
obligations of the Sellers;
| | -------------------------------------------------------------------------------------------------------------------

| | 
  limited financial responsibility for specified
product liability claims relating to disclosed occurrences arising prior to the Acquisition;
| | -----------------------------------------------------------------------------------------------------------------------------------------------

| | 
  limited financial  responsibility for environmental claims relating to the operation of the business prior to the
           Acquisition; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------

| | 
  liabilities for product liability claims relating to occurrences after the
Acquisition, except for claims involving discontinued products.
| | ----------------------------------------------------------------------------------------------------------------------------------------------

All
other liabilities relating to or arising out of the operation of the business prior to the
Acquisition are excluded liabilities (the Excluded Liabilities), which the
Sellers retained. The Sellers are required to indemnify Remington and its affiliates in
respect of the Excluded Liabilities, which include, among other liabilities:

| | 
  liability in excess of our limited financial responsibility for environmental
claims and disclosed product liability claims relating to pre-closing occurrences;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
  liability for product liability litigation related to discontinued products; and
| | ------------------------------------------------------------------------------------

| | 
 certain tax liabilities, and employee and retiree compensation and benefit
liabilities.
| | ------------------------------------------------------------------------------------------

The
Sellers overall liability in respect of their representations, covenants and the
Excluded Liabilities under the Purchase Agreement, excluding environmental liabilities and
product liability matters relating to events occurring prior to the purchase but not
disclosed, or relating to discontinued products, is limited to $324.8. With a few
exceptions, the Sellers representations under the Purchase Agreement have expired.
We made claims for indemnification involving product liability issues prior to such
expiration. See Legal Proceedings.

In
addition, the Sellers agreed in 1996 to indemnify us against a portion of certain product
liability costs involving various shotguns manufactured prior to 1995 and arising from
occurrences on or prior to November 30, 1999. These indemnification obligations
of the Sellers relating to product liability and environmental matters (subject to a
limited exception) are not subject to any survival period limitation, deductible or other
dollar threshold or cap. We and the Sellers are also party to separate agreements setting
forth agreed procedures for the management and disposition of environmental and product
liability claims and proceedings relating to the operation or ownership of the business
prior to the Acquisition, and are currently engaged in the joint defense of certain
product liability claims and proceedings. See Legal Proceedings.

# Litigation Outlook

Because
the Companys assumption of financial responsibility for certain product liability
cases and claims involving pre-Acquisition occurrences was limited to an amount that has
now been fully paid, with the Sellers retaining liability in excess of that amount and
indemnifying the Company in respect of such liabilities, and because of the Companys
accruals with respect to such cases and claims, the Company believes that product
liability cases and claims involving occurrences arising prior to the Acquisition are not
likely to have a material adverse effect upon the financial condition, results of
operations, or cash flows of the Company. Moreover, although it is difficult to forecast
the outcome of litigation, the Company does not believe, in light of relevant
circumstances (including the current availability of insurance for personal injury and
property damage with respect to cases and claims involving occurrences arising after the
Acquisition, the Companys accruals for the uninsured costs of such cases and claims
and the Sellers agreement to be responsible for a portion of certain
post-Acquisition shotgun-related product liability costs, as well as the type of firearms
products made by the Company), that the outcome of all pending post-Acquisition product
liability cases and claims will be likely to have a material adverse effect upon the
financial condition, results of operations, or cash flows of the Company. Nonetheless, in
part because the nature and extent of liability based on the manufacture and/or sale of
allegedly defective products (particularly as to firearms and ammunition) is uncertain,
there can be no assurance that the Companys resources will be adequate to cover
pending and future product liability occurrences, cases or claims, in the aggregate, or
that a material adverse effect upon our financial condition, results of operations, or
cash flows will not result therefrom. Because of the nature of its products, the Company
anticipates that it will continue to be involved in product liability litigation in the
future.

31



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

At
December 31, 2005 and 2004, the Companys accrual for product liability cases and
claims was $10.1 and $13.4, respectively. The amount of the Companys accrual for
product liability cases and claims is based upon estimates developed as follows. We
establish reserves for anticipated defense and disposition costs to us of those pending
cases and claims for which we are financially responsible. Based on those estimates and an
actuarial analysis of actual defense and disposition costs incurred by the Company with
respect to product liability cases and claims in recent years, the Company determines
estimated defense and disposition costs for unasserted product liability cases and claims.
The Company combines the estimated defense and disposition costs for both pending and
unasserted cases and claims to determine the amount of the Companys accrual for
product liability cases and claims. It is reasonably possible additional experience could
result in further increases or decreases in the period in which such information is made
available. The Company believes that its accruals for losses relating to such cases and
claims are adequate. The Companys accruals for losses relating to product liability
cases and claims includes accruals for all probable losses the amount of which can be
reasonably estimated. Based on the relevant circumstances (including the current
availability of insurance for personal injury and property damage with respect to cases
and claims involving occurrences arising after the Acquisition, the Companys
accruals for the uninsured costs of such cases and claims and the Sellers agreement
to be responsible for a portion of certain post-Acquisition shotgun-related product
liability costs, as well as the type of firearms products made by the Company), the
Company does not believe with respect to product liability cases and claims that any
reasonably possible loss exceeding amounts already recognized through the Companys
accruals has been incurred.

Because
our assumption of financial responsibility for certain product liability cases and claims
involving pre-Acquisition occurrences was limited to an amount that has now been fully
paid, with the Sellers retaining liability in excess of that amount and indemnifying us in
respect of such liabilities, and because of our accruals with respect to such cases and
claims, we believe that product liability cases and claims involving occurrences arising
prior to the Acquisition are not likely to have a material adverse effect upon our
financial condition, results of operations or cash flows. Moreover, although it is
difficult to forecast the outcome of litigation, we do not believe, in light of relevant
circumstances (including the current availability of insurance for personal injury and
property damage with respect to cases and claims involving occurrences arising after the
Acquisition, our accruals for the uninsured costs of such cases and claims and the
Sellers agreement to be responsible for a portion of certain post-Acquisition
shotgun-related product liability costs, as well as the type of firearms products that we
make), that the outcome of all pending post-Acquisition product liability cases and claims
will be likely to have a material adverse effect upon our financial condition, results of
operations or cash flows. Nonetheless, in part because the nature and extent of liability
based on the manufacture and/or sale of allegedly defective products (particularly as to
firearms and ammunition) is uncertain, there can be no assurance that our resources will
be adequate to cover pending and future product liability occurrences, cases or claims, in
the aggregate, or that a material adverse effect upon our financial condition, results of
operations or cash flows will not result therefrom. Because of the nature of our products,
we anticipate that we will continue to be involved in product liability litigation in the
future. Because of the potential nature of injuries relating to firearms and ammunition,
certain public perceptions of our products, and recent efforts to expand liability of
manufacturers of firearms and ammunition, product liability cases and claims, and
insurance costs associated with such cases and claims, may cause us to incur material
costs.

# Environmental

The
Company does not expect current environmental regulations to have a material adverse
effect on the financial condition or results of operations. However, the Companys
liability for future environmental remediation costs is subject to considerable
uncertainty due to the complex, ongoing and evolving process of identifying the necessity
for, and generating cost estimates for, remedial work. Furthermore, there can be no
assurance that environmental regulations will not become more restrictive in the future.
The Company has not identified any loss contingencies with respect to environmental
remediation costs the realization of which the Company believes to be reasonably possible.

32



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 20Income Taxes

The provision (benefit) for income taxes consists of the following components:

|         |  |        | 
|-------- |  | ------ | 
|Federal: |  | 2005   | 
|Current  |  | ($2.4) | 
|Deferred |  | 2.9    | 
|State:   | 
|Current  |  | --     | 
|Deferred |  | (0.1)  | 
|         |  | $0.4   | 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets
and deferred tax liabilities are presented below:

|                                             | 2005 | 2004As Restated
|-------------------------------------------- | ---- | ---------------
|
|Deferred tax assets:                         |      |                
|Accrued employee and retiree benefits        |      | $          3   
|Product, environmental and other liabilities |      | 1              
|Receivables and inventory                    |      | 3              
|Other comprehensive income                   |      | --             
|Federal tax credits                          |      | --             
|State tax credits                            |      | --             
|Net operating losses                         |      | --             
|Total deferred tax assets                    |      | 8              
|Valuation allowance                          |      | (5             
|Net deferred tax asset                       |      | 2              
|Deferred tax liabilities:                    |      |                
|Property, plant and equipment                |      | -              
|Intangibles                                  |      | --             
|Other comprehensive income                   |      | (2             
|Total deferred tax liabilities               |      | (2             
|Net deferred tax asset (liability)           |      | $         0    

As of December 31, 2005, a valuation
allowance of approximately $25.6 has been established against deferred tax assets in
accordance with the provisions of Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes (SFAS No. 109) as compared to the $15.5
reserve that existed as of December 31, 2004.  The $10.1 net increase in the
valuation allowance consisted of an increase of $8.7 taken as a charge against earnings,
primarily related to the $5.9 increase in net deferred tax assets in 2005 for which the benefits may
not be realized and an increase of $2.8 due to a change in the realizability  of the valuation allowance
due to the carryback of the 2005 tax loss recovering the federal income taxes previously paid in the
carryback period.  The $1.4 was recorded against equity as a component of other comprehensive income
directly related to the increase in the minimum pension liability. The income
tax benefits related to the current year net operating loss are offset by the valuation
allowance as the realization of these tax benefits is not certain.  Therefore, the
income tax expense in the statements of operations primarily reflects state income taxes
and the change in the realizability of the valuation allowance.

33



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

Realization
of the deferred tax assets is largely dependent upon future profitable operations, if any,
and the reversals of existing taxable temporary differences. As a result of pre-tax losses
from continuing operations and future taxable income expected to arise primarily from the
reversal of and creation of temporary differences for the foreseeable future, we
determined that in accordance with SFAS No. 109, it is not appropriate to
recognize these deferred tax assets. Although there can be no assurance that such events
will occur, the valuation allowance may be reversed in future periods to the extent that
the related deferred income tax assets no longer require a valuation allowance under the
provisions of SFAS No. 109.

Income
tax payments were approximately zero, $5.6, and $1.8 in 2005, 2004 and 2003, respectively.
In 2005, there were tax refunds of approximately $2.4.

At
December 31, 2005 the Company has various losses, credit and other carry-forwards
available to reduce future taxable income and tax thereon. The carry-forwards, as well as
the related tax benefits associated with the carry-forwards, will expire as follows:

|                |  |                 | 
|--------------- |  | --------------- | 
|Expiration      |  | US Federal loss | 
|                |  | carry-forwards  | 
|1 - 5 years     |  | $  --           | 
|6 - 20 years    |  | --              | 
|Beyond 20 years |  | 0.4             | 
|Total           |  | $   0.4         | 

The following is a
reconciliation of the statutory federal income tax rate to the Company's effective income tax rates:

|                                                        |  |      |     
|------------------------------------------------------- |  | ---- | ----
|                                                        |  | 2005 |     
|Federal statutory rate                                  |  | (35  | .0)%
|State income taxes, net of Federal benefits             |  | 0    | .4  
|Permanent differences                                   |  | 3    | .6  
|State tax net operating losses, net of Federal benefits |  | (10  | .0) 
|State tax credits, net of Federal benefits              |  | (4   | .4) 
|Increase in valuation allowance                         |  | 53   | .4  
|Federal tax credits                                     |  | (2   | .3) 
|Other                                                   |  | (3   | .3) 
|Effective income tax rate                               |  | 2    | .4% 

The
Company is currently subject to ongoing audits by various state tax authorities. Depending
on the outcome of these audits, the Company may be required to pay additional taxes, related penalties or interest.
However, management does not believe that any additional taxes and related interest or
penalties would have a material impact on the Companys financial position, results
of operations, or cash flows.

On
October 22, 2004, President Bush signed the American Jobs Creation Act of 2004 (the
Jobs Act) into law. The Jobs Act includes provisions that, based on our level
of profitability, may materially affect the Companys accounting for income taxes.
The Company has assessed the impact of the Jobs Act and has determined it
had no impact on 2004 or 2005 due to the Companys operating performance.

# Note 21Related
Party Transactions

BRSE, L.L.C.,
the general partner of the BRS Fund, which owned 60.7% of the outstanding Common Stock of
Holding at December 31, 2005 as calculated on a fully diluted basis, is a private investment fund managed by Bruckmann, Rosser,
Sherrill & Co. L.L.C. (BRS). The CDR Fund, which owned 12.8% of the outstanding
Common Stock of Holding at December 31, 2005 (and through proxy controled 26.3% of the
voting rights), is a private investment fund managed by Clayton, Dubilier & Rice, Inc.
(CD&R). CD&R also holds the Holding Notes. Both BRS and CD&R
receive an annual fee for management and financial consulting services provided to the
Company and reimbursement of related expenses. Fees and expenses paid to CD&R were
$0.6 in 2005, 2004 and 2003. Fees and expenses paid to BRS were $0.5 in 2005, 2004 and
2003.

34



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

Remington
paid fees to the law firm of Debevoise & Plimpton LLP during 2005 for legal services
rendered. Franci J. Blassberg, Esq., a member of Debevoise&Plimpton LLP,
is married to Joseph L. Rice, III, who is Chairman, director and stockholder of CD&R and a general
partner of Associates IV.  Fees and expenses
paid to Debevoise & Plimpton LLP for 2005, 2004, and 2003 were $0.4, $0.5, and $2.8. A
portion of the 2003 fees and expenses consisted of fees and expenses related to the
Transaction and the offering of the old notes.

On
January 24, 2003, the Company declared and paid a $100.0 dividend to all shareholders of
record in connection with the funding of the repurchase by Holding of Holding Common Stock
completed on February 12, 2003. In connection with the recapitalization, the 64,144
outstanding options to purchase common stock of Holding were accelerated with respect to vesting
and these options were subsequently
cancelled, which resulted in $4.5 of other compensation expense based on the difference in
the price paid for the acceleration of the vesting of the options and the exercise price of the then
outstanding options. Holding contributed capital of $4.5 in cash to pay for the impact of
the cancellation. As a result of refinancing the Old Credit Facility for the Credit
Facility on January 24, 2003, $1.5 of remaining unamortized debt issuance costs were
expensed. The Company also paid additional interest of $0.7 for the early redemption of
the Refinanced Notes. All of the above, except for $100.0 dividend to Holding, were
recorded in Other Unusual Charges in the accompanying statement of operations.

In
March 2003, Holding contributed to the Company an outstanding receivable of $0.3 owed by
the Company to Holding as a result of the issuance of redeemable deferred shares. The
contribution has been recorded as an additional capital contribution.

In
2003, the Board of Directors of the Company declared and paid dividends of $3.3 to
Holding.

In
2004, the Board of Directors of the Company declared and paid dividends of $2.2 to
Holding.

On
September 30, 2004, Holding contributed to the Company $0.6 in anticipation of a payout to
retire Holding deferred and common shares owed to a Named Executive Officer. The Company
filed a Form 8-K on November 19, 2004 disclosing this event. On November 30, 2004, the
Company paid the amount on behalf of Holding to settle the amount owed.

During
2003, Holding paid $1.0 to vendors on behalf of the Company associated with the
recapitalization of the Company in February 2003 as described in Note 18. The fees paid
were primarily associated with legal and accounting costs in connection with the equity
recapitalization transactions. The fees are appropriately treated as a reduction in
capital as equity has no maturity date, as compared to the debt issuance costs which are
capitalized and amortized over the life of the debt instrument.

During
2004, Holding contributed to the Company $3.2 associated with tax benefits provided to the
Company. The tax sharing agreement among Holding and its subsidiaries provides that
consolidated federal and state tax liabilities are allocated among the members with
positive taxable income. Therefore, the agreement does not provide for payment to Holding
for losses that are availed of by the profitable members of the affiliated group.
Accordingly, Holding is deemed to have contributed the amount of the tax benefits as a
contribution of capital to the Company.

During
2005, Holding contributed to the Company $0.1 associated with cash reserves at Holding
that were transferred to the Company.

As
of December 31, 2005, $1.0 is due to RACI Holding, Inc. which represents three notes
established in connection with a Kentucky tax credits program.

# Note 22Financial
Instruments

The
estimated fair value of the Companys debt at December 31, 2005 was $198.6 compared
to a carrying value of $221.7. The estimated fair value and the carrying value of the
Companys debt at December 31, 2004 was $187.5 and $203.5, respectively. The
estimated fair value of long-term debt is primarily based upon quoted market prices for
the Companys Notes, and based upon carrying value for the Companys short term
indebtedness and its variable-rate Credit Facility.

The
Company purchases copper and lead options contracts to hedge against price fluctuations of
expected commodity purchases. The options contracts limit the unfavorable effect that
price increases will have on metal purchases. At December 31, 2005 the fair value of the
Companys outstanding derivative contracts relating to firm commitments and expected
purchases (aggregate notional amount 40.7 million pounds of copper and lead) up to one
year from such date was $5.6 as determined with the assistance of a third party, which is
recorded in prepaid expenses and other current assets. Net gains/(losses) on a net-of-tax
basis of $2.2, $2.5, and ($0.3) on derivative instruments were reclassified to cost of
goods sold from accumulated other comprehensive income (loss) based on inventory turns,
during the year-to-date periods ended December 31, 2005, 2004, and 2003,
respectively.

35



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 23Segment
Information

The
Company identifies its reportable segments in accordance with Statement of Financial
Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related
Information (SFAS 131). Based upon SFAS 131, the Companys business
is classified into three reportable segments: Firearms, which designs, manufactures, and
markets recreational shotguns and rifles; Ammunition, which designs, manufactures and
markets sporting ammunition and ammunition reloading components; and All Other, which
includes accessory related gun products, the manufacture and marketing of clay targets and
powdered metal products, licensed products, and the distribution of security products to
the federal agency, law enforcement, and military markets. Other reconciling items include
corporate, other assets not allocated to the individual segments and discontinued
operations. The chief operating decision maker is the president and chief executive
officer.

The
Company primarily evaluates the performance of its segments and allocates resources to
them based on Adjusted EBITDA. Adjusted EBITDA differs from the term EBITDA as
it is commonly used, and is substantially similar to the measure Consolidated
EBITDA that is used in the indenture for the Notes. In addition to adjusting net
income to exclude income taxes, interest expense, and depreciation and amortization,
Adjusted EBITDA also adjusts net income by excluding items or expenses not typically
excluded in the calculation of EBITDA, such as noncash items, gain or loss on
asset sales or write-offs, extraordinary, unusual or nonrecurring items, and certain
special payments to Remington employees who hold options and deferred shares
in respect of Holding common stock, consisting of amounts that are treated as compensation
expense by Remington and are paid in connection with payments of dividends to holders of
Holding common stock. Adjusted EBITDA is not a measure of performance defined in
accordance with accounting principles generally accepted in the United States. However,
management believes that Adjusted EBITDA is useful to investors in evaluating the
Companys performance because it is a commonly used financial analysis tool for
measuring and comparing companies in the Companys industry in areas of operating
performance. Adjusted EBITDA should not be considered as an alternative to net income as
an indicator of the Companys performance or as an alternative to net cash provided
by operating activities as a measure of liquidity and may not be comparable to similarly
titled measures used by other companies.

Reportable
segments were separately identified based on segment revenue, Adjusted EBITDA and assets.
Firearms accounted for approximately 49%, 49%, and 50% of our net sales in 2005, 2004 and
2003, respectively, and ammunition accounted for approximately 45%, 45%, and 44% of our
net sales in each of 2005, 2004, and 2003, respectively. The Company has no material
intersegment revenue.

# Information on Segments:

| |  | 2005 |                              | 2004 |  | 2003 |      
| |  | ---- | ---------------------------- | ---- |  | ---- | -----
| |  |      | Net Sales:                   |      |  |      |      
| |  |      | Firearms                     |      |  | $    | 202.2
| |  |      | Ammunition                   |      |  |      | 184.5
| |  |      | All Other                    |      |  |      | 23.7 
| |  |      |                              |      |  |      |      
| |  |      | Consolidated Net Sales       |      |  | $    | 410.4
| |  |      |                              |      |  |      |      
| |  |     
| |  |      | Adjusted EBITDA:             |      | 
| |  |      | Firearms                     |      |  | $    | 21.4 
| |  |      | Ammunition                   |      |  |      | 6.6  
| |  |      | All Other                    |      |  |      | 3.1  
| |  |      | Other Reconciling Items      |      |  |      | 0.3  
| |  |      |                              |      |  |      |      
| |  |      | Consolidated Adjusted EBITDA |      |  | $    | 31.4 
| |  |      |                              |      |  |      |      

36



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 

# Reconciliation of
Loss from Operations to Adjusted EBITDA

| |  | Year ended December 31, |                                            
| |  | ----------------------- | -------------------------------------------
|
| |  |                         | Adjusted EBITDA                            
| |  |                         | Adjustments:                               
| |  |                         | Depreciation & Amortization (A)            
| |  |                         | Interest Expense(B)                        
| |  |                         | Other noncash charges (C)                  
| |  |                         | Equity in loss Unconsolidated Joint Venture
| |  |                         | Non-recurring and Restructuring Items (D)  
| |  |                         | Other Unusual Charges(E)                   
| |  |                         | Income Taxes(B)                            
| |  |                         |                                            
| |  |                         | Net Income (Loss)                          
| |  |                         |                                            

|(A) |  | Excludes amortization of deferred debt issuance costs of $1.8, $1.9 and
          $1.8, in 2005, 2004 and 2003, respectively, which is included in interest
          expense.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(B) |  | Amounts include interest expense of zero, $0.1, and $1.8, and income tax expense
          of zero, $0.1, and $0.9, in 2005, 2004 and 2003, respectively, which was
          reclassified to discontinued operations.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(C) |  | Non-cash charges consist of the following: (i) for the year ended December
          31, 2003, a $2.9 accrual for retiree benefits and a $0.5 loss on disposal of
          assets; (ii) for the year ended December 31, 2004, a $7.1 accrual for retiree
          benefits and a $0.3 loss on disposal of assets; and (iii) for the year ended
          December 31, 2005, a $5.6 accrual for retiree benefits and a $0.4 loss on
          disposal of assets.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | Nonrecurring and restructuring expenses consist of the following: (i) for
          the year ended December 31, 2003, $0.2 of severance costs and $0.2 loss on
          disposal of assets; (ii) for the year ended December 31, 2004, $13.6 gain from
          the disposal of discontinued operations; offset by $0.7 from the fees associated
          with an exclusive distribution agreement and $0.2 for accrued severance and
          (iii) for the year ended December 31, 2005, $0.6 for severance charges, $0.3 for
          fees associated with an exclusive distribution agreement, a write-off of debt
          issuance costs of $0.5 associated with the permanent reduction in borrowing
          capacity, $1.0 associated with the write-down in embellishing fixed assets in
          the Firearms reporting unit, and impairment charges of $3.7 associated with the
          write-down in goodwill, trademarks, and fixed assets of the Clay Targets
          reporting unit, offset by $1.2 gain associated with the settlement of a contract
          in the Firearms reporting unit.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(E) |  | In February 2003, Holding distributed on behalf of Remington a special payment
          to holders of all stock options (in connection with the acceleration and
          resulting cancellation of the options) of approximately $220.31 per share, in an
          aggregate amount of $4.5, $0.7 of additional interest for early redemption of
          the Refinanced Notes, and $1.5 expensed for the unamortized debt acquisition
          cost related to the Old Credit Facility.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

37



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Geographic Information:

| |  | 2005 |                       | 2004 |  | 2003 |      
| |  | ---- | --------------------- | ---- |  | ---- | -----
| |  |      | Net Sales:            |      |  |      |      
| |  |      | Domestic              |      |  | $    | 388.0
| |  |      | Foreign               |      |  |      | 22.4 
| |  |      |                       |      |  |      |      
| |  |      | Consolidated Net Sale |      |  | $    | 410.4
| |  |      |                       |      |  |      |      

There
are no material assets owned by the Company outside the United States. Approximately 17%
of the Companys net sales in 2005, 16% in 2004, and 19% in 2003 consisted of sales
made to a single customer. This customer affects sales to both our Firearms and Ammunition
segments. The Companys sales to this customer are not governed by a written contract
between the parties. Although the Company believes its relationship with this customer is
good, the loss of this customer or a substantial reduction in sales to this customer could
adversely affect the Companys financial condition or results of operations. No other
single customer comprises greater than or equal to 10% of sales.

38



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 24Financial
Position and Results of Operations of Remington Arms Company, Inc.

The
following condensed consolidating financial data provides information regarding the
financial position and results of operations of Remington Arms Co, Inc., including
Remingtons 100% owned subsidiaries, RA Brands, L.L.C., and RA Factors, Inc. Separate
financial statements of Holding, Remingtons sole shareholder, are not presented because
management has determined that they would not be material to holders of the Companys
public securities, the Notes. Holding is not a guarantor of the Notes. The Notes are
fully and unconditionally guaranteed on a joint and several basis by all of Remingtons
subsidiaries. Holding does not have any significant independent operations or assets
other than its ownership interest in Remington. Holding has $39.8 aggregate principal
amount, including accrued interest, of senior notes due in 2010 and 2011 which were
created during the recapitalization of Holding in February 2003.

# REMINGTON ARMS
COMPANY, INC. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2005

|                                           | Remington | Combined
GuarantorSubsidiaries | Eliminations | Remington
Arms Co. andSubsidiaries
|------------------------------------------ | --------- | ------------------------------ | ------------ | ----------------------------------
|ASSETS                                     |           |                                |              |                                   
|Current Assets                             |           |                                | $            | 114.9                             
|Receivable from Remington, Net             |           |                                |              |                                  
|Equity method investment in subsidiaries   |           |                                |              | 231.6                             
|Noncurrent Assets                          |           |                                |              | 106.9                             
|                                           |           |                                |              |                                   
|Total Assets                               |           |                                | $            | 453.4                             
|                                           |           |                                |              |                                   
|LIABILITIES AND SHAREHOLDERS EQUITY       |           |                               
|Current Liabilities                        |           |                                | $            | 43.9                              
|Payable to RACI Holding, Inc., Net         |           |                                |              | 1.0                               
|Payable to RA Brands, L.L.C., Net          |           |                                |              | 75.7                              
|Payable to RA Factors, Inc., Net           |           |                                |              | 53.9                              
|Noncurrent Liabilities                     |           |                                |              | 290.0                             
|Shareholders Equity                       |           |                                |              | (11.1                             
|                                           |           |                                |              |                                   
|Total Liabilities and Shareholders Equity |           |                                | $            | 453.4                             
|                                           |           |                                |              |                                   

39



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# REMINGTON ARMS
COMPANY, INC. CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2004  (Restated)

|                                           | Remington | Combined
GuarantorSubsidiaries | Eliminations | Remington
Arms Co. andSubsidiaries
|------------------------------------------ | --------- | ------------------------------ | ------------ | ----------------------------------
|ASSETS                                     |           |                                |              |                                   
|Current Assets                             |           |                                | $            | 108.4                             
|Receivable from Remington, Net             |           |                                |              |                                  
|Equity method investment in subsidiaries   |           |                                |              | 210.2                             
|Noncurrent Assets                          |           |                                |              | 122.9                             
|                                           |           |                                |              |                                   
|Total Assets                               |           |                                | $            | 441.5                             
|                                           |           |                                |              |                                   
|                                           |           |                               
|LIABILITIES AND SHAREHOLDERS EQUITY       |           |                               
|Current Liabilities                        |           |                                | $            | 39.9                              
|Payable to RACI Holding, Inc. Net          |           |                                |              | 0.9                               
|Payable to RA Brands, L.L.C., Net          |           |                                |              | 64.4                              
|Payable to RA Factors, Inc., Net           |           |                                |              | 55.9                              
|Noncurrent Liabilities                     |           |                                |              | 270.5                             
|Shareholders Equity                       |           |                                |              | 9.9                               
|                                           |           |                                |              |                                   
|Total Liabilities and Shareholders Equity |           |                                | $            | 441.5                             
|                                           |           |                                |              |                                   

40



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# REMINGTON ARMS
COMPANY, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

|Year EndedDecember 31, 2005  | Remington | Combined
GuarantorSubsidiaries | Eliminations | Remington
Arms Co. andSubsidiaries
|---------------------------- | --------- | ------------------------------ | ------------ | ----------------------------------
|Sales                        |           |                                | $            | 410.4                             
|Gross Profit                 |           |                                |              | 85.5                              
|Subsidiary Income (Expense)  |           |                                |              | (28.0                             
|Income from Equity Investees |           |                                |              | 21.4                              
|Net (Loss) Income            |           |                                |              | (16.9                             

|Year EndedDecember 31, 2004 (Restated) | Remington | Combined
GuarantorSubsidiaries | Eliminations | Remington
Arms Co. andSubsidiaries
|-------------------------------------- | --------- | ------------------------------ | ------------ | ----------------------------------
|Sales                                  |           |                                | $            | 393.0                             
|Gross Profit                           |           |                                |              | 90.5                              
|Subsidiary Income (Expense)            |           |                                |              | (26.7                             
|Income from Equity Investees           |           |                                |              | 23.5                              
|Net (Loss) Income                      |           |                                |              | (4.1                              

|Year EndedDecember 31, 2003 (Restated) | Remington | Combined
GuarantorSubsidiaries | Eliminations | Remington
Arms Co. andSubsidiaries
|-------------------------------------- | --------- | ------------------------------ | ------------ | ----------------------------------
|Sales                                  |           |                                | $            | 360.7                             
|Gross Profit                           |           |                                |              | 90.5                              
|Subsidiary Income (Expense)            |           |                                |              | (25.7                             
|Income from Equity Investees           |           |                                |              | 11.2                              
|Net (Loss) Income                      |           |                                |              | (3.2                              

41



# REMINGTON ARMS
COMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued) (dollars in millions, except per share
data)

# REMINGTON ARMS
COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS December
31, 2005

|                                                  | Remington |  | Combined
GuarantorSubsidiaries |       | Eliminations |   | Remington
Arms Co. andSubsidiaries | 
|------------------------------------------------- | --------- |  | ------------------------------ | ----- | ------------ | - | ---------------------------------- | 
|Operating Activities                              |           |  |                                |       |              |   |                                    | 
|Net Cash Used in Operating Activities             |           |  | $                              | (6.0  | )            | $ |                                   | 
|                                                  |           |  |                                |       |              |   |                                    | 
|Investing Activities                              |           | 
|Purchase of Property, Plant &Equipment            |           |  |                                | (9.4  | )            |   |                                   | 
|Premiums Paid for Company Owned Life Insurance    |           |  |                                | (0.7  | )            |   |                                   | 
|Cash Contribution to Unconsolidated Joint Venture |           |  |                                | (1.0  | )            |   |                                   | 
|                                                  |           |  |                                |       |              |   |                                    | 
|Net Cash Used in Investing Activities             |           |  |                                | (11.1 | )            |   |                                   | 
|                                                  |           |  |                                |       |              |   |                                    | 
|Financing Activities                              |           | 
|Net Borrowings on Revolving Credit Facility       |           |  |                                | 17.6  |              |   |                                   | 
|Principal Borrowings on Long-Term Debt            |           |  |                                | 0.6   |              |   |                                   | 
|Cash Contribution from RACI Holding, Inc.         |           |  |                                | 0.1   |              |   |                                   | 
|Change in Book Overdraft                          |           |  |                                | (1.1  | )            |   |                                   | 
|                                                  |           |  |                                |       |              |   |                                    | 
|Net Cash Provided by Financing Activities         |           |  |                                | 17.2  |              |   |                                   | 
|                                                  |           |  |                                |       |              |   |                                    | 
|Change in Cash and Cash Equivalents               |           |  |                                | 0.1   |              |   |                                   | 
|Cash and Cash Equivalents at Beginning of Year    |           |  |                                | 0.4   |              |   |                                   | 
|                                                  |           |  |                                |       |              |   |                                    | 
|Cash and Cash Equivalents at End of Year          |           |  | $                              | 0.5   |              | $ |                                   | 
|                                                  |           |  |                                |       |              |   |                                    | 

42



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# REMINGTON ARMS
COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS December
31, 2004 (Restated)

|                                                  | Remington | Combined
GuarantorSubsidiaries | Eliminations | Remington
Arms Co. andSubsidiaries
|------------------------------------------------- | --------- | ------------------------------ | ------------ | ----------------------------------
|Operating Activities                              |           |                                |              |                                   
|Net Cash Used in Operating Activities             |           |                                | $            | (11.9                             
|Net Cash Provided by Discontinued Operations      |           |                                |              | 0.1                               
|                                                  |           |                                |              |                                   
|Net Cash Used in Operating Activities             |           |                                |              | (11.8                             
|                                                  |           |                                |              |                                   
|                                                  |           |                               
|Investing Activities                              |           |                               
|Net Proceeds from Sale of Assets                  |           |                                |              | 16.3                              
|Dividends Received                                |           |                                |              | 26.5                              
|Capital Expenditures                              |           |                                |              | (7.8                              
|Proceeds from Sale of Property, Plant & Equipment |           |                                |              | 0.4                               
|Cash Contribution to Unconsolidated Joint Venture |           |                                |              | (0.3                              
|                                                  |           |                                |              |                                   
|Net Cash Provided by Investing Activities         |           |                                |              | 35.1                              
|                                                  |           |                                |              |                                   
|                                                  |           |                               
|Financing Activities                              |           |                               
|Net Payments on Revolving Credit Facility         |           |                                |              | (26.5                             
|Cash Dividends Paid                               |           |                                |              | (2.2                              
|Principal Payments on Long-Term Debt              |           |                                |              | (0.5                              
|Capital Contributions from RACI Holding, Inc.     |           |                                |              | 3.2                               
|Amount Paid on Behalf of RACI Holding, Inc.       |           |                                |              | (0.6                              
|Decrease Book Overdraft                           |           |                                |              | 3.3                               
|                                                  |           |                                |              |                                   
|Net Cash Used in Financing Activities             |           |                                |              | (23.3                             
|                                                  |           |                                |              |                                   
|                                                  |           |                               
|Increase (Decrease) in Cash and Cash Equivalents  |           |                                |              |                                  
|Cash and Cash Equivalents at Beginning of Period  |           |                                |              | 0.4                               
|                                                  |           |                                |              |                                   
|Cash and Cash Equivalents at End of Year          |           |                                | $            | 0.4                               
|                                                  |           |                                |              |                                   

43



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# REMINGTON ARMS
COMPANY, INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS December
31, 2003

|                                                                 | Remington | Combined
GuarantorSubsidiaries | Eliminations | Remington
Arms Co. andSubsidiaries
|---------------------------------------------------------------- | --------- | ------------------------------ | ------------ | ----------------------------------
|Operating Activities                                             |           |                                |              |                                   
|Net Cash Used in Operating Activities from Continuing Operations |           |                                | $            | (5.7                              
|Net Cash Used in Operating Activities of Discontinued Operations |           |                                |              | (1.5                              
|Net Cash Used in Operating Activities                            |           |                                | $            | (7.2                              
|                                                                 |           |                                |              |                                   
|Investing Activities                                             |           |                               
|Capital Expenditures                                             |           |                                |              | (6.8                              
|Net Cash Used in Investing Activities from Continuing Operations |           |                                |              | (6.8                              
|                                                                 |           |                                |              |                                   
|Net Cash Used in Operating Activities of Discontinued Operations |           |                                |              | (0.1                              
|Net Cash Used in Investing Activities                            |           |                                |              | (6.9                              
|                                                                 |           |                                |              |                                   
|Financing Activities                                             |           |                               
|Net Borrowings from Revolving Credit Facility                    |           |                                |              | 17.3                              
|Cash Dividends Paid                                              |           |                                |              | (103.3                            
|Proceeds from Issuance of Long-Term Debt                         |           |                                |              | 200.0                             
|Principal Payments on Long-Term Debt                             |           |                                |              | (87.8                             
|Capital Contributions from RACI Holding, Inc.                    |           |                                |              | 4.5                               
|Book Overdraft                                                   |           |                                |              | (4.1                              
|Debt Issuance Costs                                              |           |                                |              | (12.4                             
|                                                                 |           |                                |              |                                   
|Net Cash Provided by Financing Activities                        |           |                                |              | 14.2                              
|                                                                 |           |                                |              |                                   
|Increase (Decrease) in Cash and Cash Equivalents                 |           |                                |              | 0.1                               
|Cash and Cash Equivalents at Beginning of Period                 |           |                                |              | 0.3                               
|                                                                 |           |                                |              |                                   
|Cash and Cash Equivalents at End of Period                       |           |                                | $            | 0.4                               
|                                                                 |           |                                |              |                                   

44



# REMINGTON ARMSCOMPANY, INC.

# NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(Continued)
(dollars in millions, except per share data)

# Note 25Quarterly
Financial Data (unaudited)

|                                                  | AsReported | AsRestated |     |     |    
|------------------------------------------------- | ---------- | ---------- | --- | --- | ---
|
|Net Sales                                         |            | $84        | .9  | $84 | .9 
|Gross Profit                                      |            | 17         | .7  | 17  | .7 
|Net (Loss) Income from continued operations(1)(2) |            | (10        | .1) | (10 | .0)
|Net Income from discontinued operations           |            | (0         | .1) | (0  | .1)
|Net (Loss) Income(1)(2)                           |            | (10        | .2) | (10 | .1)

|                                                | AsReported | AsRestated | AsReported | AsRestated | AsReported | AsRestated | AsReported | AsRestated
|----------------------------------------------- | ---------- | ---------- | ---------- | ---------- | ---------- | ---------- | ---------- | ----------
|
|Net Sales                                       |            | $83        | .9         | $83        | .9         | $87        | .2         | $87       
|Gross Profit                                    |            | 19         | .5         | 19         | .5         | 16         | .5         | 16        
|Net (Loss) Income from continuing operations(2) |            | (2         | .5)        | (2         | .4)        | (4         | .3)        | (4        
|Net (Loss) Income from discontinued operations  |            | (0         | .2)        | (0         | .2)        | 0          | .3         | 0         
|Gain on Sale of Assets                          |            | 13         | .0         | 13         | .0         | 0          | .5         | 0         
|Net Income (Loss)(1)                            |            | 10         | .3         | 10         | .4         | (3         | .5)        | (3        

|(1) | Impairment charges of $3.7 were recorded in the first
quarter of 2005 associated with the Clay Targets reporting unit - See Note 4.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(2) | A valuation allowance of $15.5 was recorded on the Company's
deferred tax asset in December 2004 and was increased to $25.6 throughout 2005 ($2.6 in the first quarter, $2.6 in the second
quarter, $0.4 in the third quarter, and $3.1 in the fourth quarter, with an equity reduction in the fourth quarter of $1.4) - See Note 20.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

45



Schedule II

# REMINGTON ARMS COMPANY, INC.

# Valuation and Qualifying Accounts

# Years Ended December 31, 2005, 2004, and 2003

# (Dollars in Millions)

|                                  | Balance at  Beginning of Period | Charged to  Cost and Expenses | Deductions to Reserve | Balance at  End of Period
|--------------------------------- | ------------------------------- | ----------------------------- | --------------------- | -------------------------
|Description:                      |                                
|Deducted from Asset Account:      |                                 |                               |                       |                          
|Allowance for Doubtful Accounts   |                                 |                               |                       |                          
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2005                 |                                 | $      (0.5)                  |                       | $                  0.0   
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2004                 |                                 | $      (0.5)                  |                       | $                  0.0   
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2003                 |                                 | $      (2.1)                  |                       | $                  0.8   
|Description:                      |                                 |                               |                       |                          
|Deducted from Asset Account:      |                                 |                               |                       |                          
|Inventory Reserves                |                                 |                               |                       |                          
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2005                 |                                 | $      (1.6)                  |                       | $                  (1.2) 
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2004                 |                                 | $      (2.7)                  |                       | $                  (0.9) 
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2003                 |                                 | $      (2.5)                  |                       | $                  (1.8) 
|Description:                      |                                 |                               |                       |                          
|Deducted from Asset Account:      |                                 |                               |                       |                          
|Valuation for Deferred Tax Assets |                                 |                               |                       |                          
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2005                 |                                 | $      (15.5)                 |                       | $                  (8.7) 
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2004                 |                                 | $      0.0                    |                       | $                 (15.5) 
|YEAR ENDED                        |                                 |                               |                       |                          
|December 31, 2003                 |                                 | $      0.0                    |                       | $                  0.0   

46



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Documents filed as part of this report:

|                     | Page | 
|-------------------- | ---- | 
|(1) List of Exhibits | 49   | 



47



SIGNATURES

Pursuant to the requirements of the 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
as of April 4, 2006.

REMINGTON ARMS COMPANY, INC./s/ Thomas L. MillnerThomas L. MillnerChief Executive Officer,President and Director


48



# EXHIBIT INDEXForm 10-K/A for Fiscal
Year Ended December 31, 2005

ExhibitNumber
                    
                  
                  
                   
                   
Description of Document

| | 31.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the
             Sarbanes-Oxley Act of 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------

| | 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.**
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------

| | 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
             Sarbanes-Oxley Act of 2002.**
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------

| | ** | The following exhibits shall not be deemed filed for purposes of Section 18 of
the Securities Exchange Act of 1934, or otherwise subject to the liability of that
Section. In addition, Exhibit No. 32.1 and Exhibit No. 32.2 shall not be deemed
incorporated into any filing under the Securities Act of 1933 or the Securities Act of
1934.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

49