STOCKHOLDERS' LETTER



Dear Stockholders:

Fiscal 2003, ended March 1, 2003, marked the beginning of a Company-wide program
devoted  to  building  for future  growth.  In last  year's  Annual  Report,  we
characterized  the upcoming year as one of strategic  investment.  It was all of
that  and  more  as  the  Company  made  meaningful  progress  against  targeted
initiatives, in a difficult business environment.

Overall,  we aimed to strengthen  Topps position as a global marketer of branded
confectionery and entertainment products. In fact, we recently announced that we
will be  reporting  the sports and  entertainment  segments  as one  business --
Entertainment  -- due to their  similarities and the way we are now organized to
manage them.

Here is a sampling  of Topps  strategies  that guided our  activities  last year
along  with some  specific  achievements  against  them to date.  For  financial
details see Management's Discussion beginning on page 5.


Confectionery

In fiscal 2003,  we set out to grow the core brand  franchises of Ring Pop, Push
Pop and Baby Bottle Pop, as measured by heightened consumer  awareness,  greater
retail distribution, and increased sales.

Ring Pop and Push Pop brands both delivered strong  performances with impressive
gains in the United States.  The impetus for progress was execution  against our
three-pronged  strategy  -  providing  children  with  compelling  high  quality
products,  expanding product  availability  (distribution and in-store location)
and advertising on kids' television programs.  Overseas, we also aimed to secure
confectionery  listings  in  several  key  retailers  and  were  on the  mark in
virtually every instance.

Baby Bottle Pop presented a particular challenge, coming off a year-long special
retail promotion at Wal-Mart, as well as our expectation of lower sales in Japan
after the product's  rollout there last year.  Still,  we had reason to envision
that  much,  if not  all,  of that  lost  ground  could  be made up by a  highly
anticipated brand extension.  "Baby Bottle Pop with Candy Juice," was originally
scheduled to reach  market  early enough in the fiscal year to impact  financial
results.  Technical difficulties,  however,  delayed its introduction until this
past January when first shipments were made, at last.

Fast-forwarding  to today,  we are very  encouraged by early reports of consumer
response to the new entry as well as solid trade  acceptance.  "Candy Juice" may
well turn out to have been worth the wait.  Further,  a new brand,  "Juicy  Drop
Pop," is making its initial appearance overseas as we speak.

Another goal for us in fiscal 2003 was to begin  branching  out into other kids'
confectionery  segments by  creating  one or more  brands  outside the  lollipop
category,  for  marketing  in fiscal  2004.  We analyzed  the candy  universe to
identify areas of opportunity based on a variety of factors such as segment size
and growth, price points,  trade channel development and competitive  framework.
Qualitative and  quantitative  research was conducted to gain consumer  insights
about targeted  segments.  That data was used to guide internal and external new
product development activities.

At present,  there are several candidates in development,  at least one of which
is expected to see light of day this  fiscal  year.  Work on these and other new
confectionery products continues apace.


Entertainment

In fiscal 2003, the principal focus was on leveraging our strengths  (brands and
know-how) against current products and new formats.  As mentioned earlier,  this
segment is now comprised of sports and non-sports  products,  including  trading
cards, stickers, albums, internet, and other entertainment offerings.

Our  traditional  sports  card  products  performed  relatively  well during the
period, winning an enviable number of industry awards and, as best one can tell,
gaining  market  share.


<PAGE>

Nonetheless,  the consumer  base for  traditional  cards  declined yet again and
there is little  protection  for sales and margins in such a lengthy down cycle.
Simply too many competitors vie for bits of too small a pie. Accordingly, in the
fourth quarter, we significantly modified our expectations regarding next year's
traditional card sales and took the steps necessary to bring staffing, costs and
marketing plans more in line with reality.

That said, we are as resolved as ever to advance the market leadership  position
Topps has held for decades,  by  continuing to create  innovative  products with
purpose and appeal.  After all, the Topps brand itself is and can continue to be
a powerful sponsor for traditional and  non-traditional  offerings  alike.  Take
"etopps" for instance,  a relatively  new brand of cards we sell  exclusively on
the  internet  via  Initial  Player  Offerings  (IPOs).  Last year the number of
registered  etopps users and buyers  expanded and we will  continue to invest in
its  future.  If you  haven't  already  done so, we invite you to go to the site
(www.etopps.com) and see for yourself what etopps is all about.

Another  major  strategy in fiscal 2003 was to improve  the  performance  of our
European  football  sticker  album  products.  Results  were  outstanding,  even
excluding  World Cup sales which  occur only once every four  years.  We offered
consumers  compelling product innovations,  utilized  considerably more in-store
merchandising  than before and increased  album  sampling  which appears to have
brought more sticker buyers into the fold.

By way of  example,  Topps  Italy  successfully  introduced  a brand new concept
marketed through our  confectionery  distribution  system - Bubble Gum with Mini
Stickers - featuring  Calcio  football  players.  This product was a significant
success,  making the case that  combining  creativity  with brand equity is more
than a good idea. It is an imperative  going forward.  Additional  efforts along
this line can be anticipated.

Last but not least, other Entertainment  opportunities continue to dot our radar
screen  such as  Simpsons  Sticker  Gum,  released  late  last  year.  Presently
scheduled  for  marketing  this year are  Yu-Gi-Oh!  Stickers  and  Albums,  The
Incredible Hulk cards and punch-out cards featuring Beyblade, a popular Japanese
animation property. We remain highly selective as to which licenses are pursued.


Conclusion

We hope the  foregoing  is  helpful  in  providing  perspective  on last  year's
performance.  No doubt, attention to strategic goals will continue to play a key
role in shaping the Company's future.

We would  like to  express  our  appreciation  to the  entire  Topps  family  of
employees,  both here and  abroad,  for their  tireless  efforts.  These are the
people in every  discipline  of the business that make the trains go on time, so
to speak, and not bump into one another.  And Happy Anniversary Bazooka Joe - 50
years young is worth celebrating!

On behalf of the Organization,  we also thank our fans,  collectors,  customers,
licensors, stockholders and suppliers for their valued support.






                                Arthur T. Shorin
                 Chairman, Chief Executive Officer and President



   Edward P. Camp    Michael J. Drewniak    Ira Friedman    Catherine K. Jessup

 William G. O'Connor    Ronald L. Boyum    Michael P. Clancy   Leon J. Gutmann

                John Perillo    Scott Silverstein    Warren Friss


                      OFFICERS OF THE TOPPS COMPANY, INC.







                                       2
<PAGE>

TABLE OF CONTENTS

                                                                      Page
                                                                      ----

Stockholders' Letter..................................................  1


Financial Highlights..................................................  4


Management's Discussion and Analysis of Financial Condition
  and Results of Operations...........................................  5


Consolidated Financial Statements..................................... 11


Notes to Consolidated Financial Statements............................ 15


Report of Independent Public Accountants & Market
  and Dividend Information............................................ 31


Selected Consolidated Financial Data.................................. 33


Directors, Officers, Subsidiaries and Corporate
  Information......................................................... 34













































                                       3
<PAGE>

FINANCIAL HIGHLIGHTS


                                                        Year Ended
________________________________________________________________________________
                                            March         March         March
                                           1, 2003       2, 2002       3, 2001
________________________________________________________________________________
                                                (In thousands of dollars,
                                                    except share data)

Net sales ............................   $   290,079   $   300,180   $   437,440

Income from operations ...............        20,782        36,564       121,917

Net income ...........................        16,936        28,462        88,489

Cash provided by operations ..........         6,200         1,619       104,120

Working capital ......................       141,484       136,389       140,487

Stockholders' equity .................       196,768       194,054       196,542

Net income per share - basic .........   $      0.41   $      0.66     $    1.97

                     - diluted .......   $      0.40   $      0.64     $    1.91

Weighted average shares outstanding

                     - basic .........    41,353,000    43,073,000    45,011,000

                     - diluted .......    42,065,000    44,276,000    46,366,000
================================================================================












































                                       4

<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS


The  Company  has  two   reportable   business   segments:   Confectionery   and
Entertainment.  Consistent with Topps organizational  structure and product line
similarities,  Entertainment  now combines the former  Sports and  Entertainment
segments into one.

The  following  table sets forth,  for the periods  indicated,  net sales by key
business segment:


                                                        Year Ended
________________________________________________________________________________
                                            March         March         March
                                           1, 2003       2, 2002       3, 2001
________________________________________________________________________________
                                               (In thousands of dollars)

Confectionery .......................... $ 146,865     $ 152,127     $ 170,700

Entertainment ..........................   143,214       148,053       266,740

     Total ............................. $ 290,079     $ 300,180     $ 437,440

================================================================================


|X| Fiscal 2003 Versus 2002*
---------------------------

In fiscal 2003, the Company's  consolidated  net sales  decreased 3.4% to $290.1
million  from $300.2  million in fiscal  2002.  This  decrease  was  primarily a
function of a reduction in the popularity of products featuring  Pokemon,  which
generated  $6.0 million in sales in fiscal 2003 versus  $24.1  million in fiscal
2002.  Stronger European currencies served to increase fiscal 2003 sales by $3.9
million.

Net sales of the Confectionery  segment, which includes Ring Pop, Push Pop, Baby
Bottle Pop,  and Bazooka  brand  bubble  gum,  decreased  3.5% in 2003 to $146.9
million  from  $152.1  million in 2002.  Excluding  sales of  Pokemon  products,
confectionery  sales decreased  0.7%.  Sales results reflect solid growth in the
U.S. of Ring Pop and Push Pop, the successful  roll out of Pro Flip Pop in Japan
and the  introduction  of Yu-Gi-Oh!  sticker pops in the U.S. and Canada.  These
gains were  offset by lower sales of Baby  Bottle  Pop.  Confectionery  products
accounted for 51% of the Company's consolidated net sales in both 2003 and 2002.

Net sales of the Entertainment segment, which includes cards, sticker albums and
Internet activities,  decreased 3.3% in fiscal 2003 to $143.2 million. Excluding
sales of Pokemon  products  which  decreased to $4.5 million in fiscal 2003 from
$18.2 million,  Entertainment  sales  increased  6.9%.  Sales of European sports
sticker  albums  increased  significantly,  driven by the World Cup Soccer  Tour
which  occurs  once every four  years,  substantial  increases  in sales of U.K.
Premier League soccer products and the successful  introduction of a new concept
-- bubble gum with mini stickers -- in Italy. Internet activities, which include
etopps  (cards sold online via an IPO format) and  thePit.com  (an online sports
card exchange), generated $11.9 million in sales and $0.7 million in contributed
margin  losses  (before  overhead) in 2003 versus $5.8 million in sales and $1.4
million in  contributed  margin losses in the prior year.  Sales of  traditional
U.S.  sports  cards were lower in fiscal  2003,  reflecting  continued  industry
declines. In February 2003, the Company restructured its U.S. sports operations,
reducing  headcount  and the number of  products  it  expects  to release  going
forward.  In fiscal 2003, the Company also marketed products  featuring the Star
Wars, Spider-Man,  Yu-Gi-Oh! and Hamtaro properties, among others. Entertainment
products  represented 49% of the Company's  consolidated  net sales in both 2003
and 2002.

Consolidated  gross  profit as a percentage  of net sales  decreased to 35.1% in
2003 from  37.9% in 2002.  Margins  this year were  negatively  impacted  by the
reduction  in sales of  high-margin  Pokemon  products,  an increase in sales of
lower  margin  products  and the  absence of rebates  received  last year from a
foreign distributor.

_______________________

* Unless otherwise  indicated,  all date references to 2003, 2002 and 2001 refer
  to the  fiscal  years  ended  March 1, 2003,  March 2, 2002 and March 3, 2001,
  respectively.





                                       5

<PAGE>

Other income (expense) was $184,000 this year versus an expense of $215,000 last
year, in part the result of government  cash incentives to maintain our New York
office location  received in 2003,  versus non-cash  foreign  exchange losses in
2002 on dollar-denominated cash balances held in Europe.

Selling, general & administrative expenses ("SG&A") increased as a percentage of
net sales to 28.0% in 2003 from 25.7% a year ago. SG&A dollar spending increased
to $81.1  million  from  $77.1  million  due to the  absence  of a $2.4  million
favorable  Internet-related  legal  settlement  received in 2002, a $1.6 million
unfavorable legal settlement recorded in 2003 and an increase in marketing costs
primarily  related to etopps.  Partially  offsetting  these  increases,  was the
elimination of goodwill  amortization  in 2003 in accordance  with FAS 142 which
totaled $1.6  million and lower costs  associated  with the  employee  incentive
compensation program.

Net interest  income  decreased to $2.5 million in fiscal 2003 from $4.9 million
in fiscal 2002 reflecting less favorable interest rates and a lower average cash
balance.

The effective tax rate in 2003 of 27.3% reflects  provisions for federal,  state
and local  income  taxes in  accordance  with  statutory  income tax rates.  The
decrease  versus the 2002 rate of 31.3% was a function of certain  one-time  R&D
and foreign tax benefits received this year.

Net income in fiscal 2003 was $16.9 million,  or $0.40 per diluted share, versus
$28.5 million, or $0.64 per diluted share in 2002.


|X| Fiscal 2002 Versus 2001
---------------------------

In fiscal 2002, the Company's consolidated net sales decreased $137.2 million or
31.4% to $300.2  million from $437.4  million in fiscal 2001.  This decrease was
primarily  a function  of a $155.5  million  decline  in Pokemon  sales to $24.1
million in fiscal 2002 from $179.6 million in fiscal 2001.

Net sales of the Confectionery  segment decreased $18.6 million or 10.9% in 2002
to $152.1  million from $170.7 million in 2001.  Sales of Pokemon  confectionery
products  decreased  $33.0 million to $5.9 million in 2002 from $38.9 million in
2001.  Topps  branded   (non-Pokemon)   confectionery   sales  increased  10.9%,
reflecting strong domestic growth of Ring Pop and Push Pop,  worldwide growth of
Baby Bottle Pop and the  introduction of seasonal candy products.  Confectionery
products  accounted  for 51% of the  Company's  consolidated  net sales in 2002,
compared with 39% in 2001.

Net sales of the  Entertainment  segment  decreased  $118.7  million or 44.5% in
fiscal 2002 to $148.1 million,  reflecting a $122.4 million decrease in sales of
Pokemon  products  to  $18.2  million.  Sales  of  traditional  sports  products
decreased 8.4% due to lower sales of football and basketball products, partially
offset by higher  sales of  baseball  and  European  soccer  products.  Internet
activities, which include etopps and thePit.com, generated $5.8 million in sales
and $1.4 million in  contributed  margin  losses  (before  overhead) in the year
versus $0.1 million in sales and $0.5 million in  contributed  margin  losses in
the prior year. Non-sports card and sticker album releases in 2002 included Lord
of  the  Rings,  Monsters,  Inc.,  Planet  of the  Apes  and  Enduring  Freedom.
Entertainment  products represented 49% of the Company's  consolidated net sales
in 2002, compared with 61% in 2001.

Consolidated  gross  profit as a percentage  of net sales  decreased to 37.9% in
2002 from 45.7% in 2001. Margins in 2002 were impacted by the reduction in sales
of high-margin  Pokemon  products as well as an increase in sports autograph and
relic costs and lower gross profit margins at thePit.com.

Other income  (expense) was an expense of $215,000 in 2002 versus income of $3.0
million in 2001  primarily as a result of non-cash  foreign  exchange  losses in
2002 on dollar-denominated cash balances held in Europe, as well as lower levels
of prompt payment discounts on European inventory purchases.











                                       6

<PAGE>

Selling,  general &  administrative  expenses  increased as a percentage  of net
sales to 25.7% in 2002  from  18.5%  in 2001 as a result  of lower  sales.  SG&A
dollar  spending  decreased to $77.1  million  from $81.0  million due to a $2.4
million  favorable  Internet-related  legal  settlement,  a reduction  in etopps
overhead expenses and lower marketing expenditures overseas.

Net interest  income  decreased to $4.9 million in fiscal 2002 from $5.7 million
in fiscal 2001 reflecting  lower interest rates and a lower average cash balance
than in 2001.

The effective tax rate in 2002 of 31.3% reflects  provisions for federal,  state
and local  income  taxes in  accordance  with  statutory  income tax rates.  The
increase  versus  the 2001  rate of 30.7%  was a  function  of the  lower mix of
international  earnings and the lower  effective rates on those earnings as well
as the absence of certain one-time tax benefits present in 2001.

Net income in fiscal 2002 was $28.5 million,  or $0.64 per diluted share, versus
$88.5 million, or $1.91 per diluted share in 2001.


|X| Quarterly Comparisons
-------------------------

Management believes that  quarter-to-quarter  comparisons of sales and operating
results are  affected by a number of factors,  including  but not limited to new
product introductions, the scheduling of product releases, seasonal products and
the timing of various  expenses such as  advertising.  Thus,  quarterly  results
vary. See Note 17 of Notes to Consolidated Financial Statements.


|X| Inflation
-------------

In the opinion of  management,  inflation  has not had a material  effect on the
operations of the Company.


|X| Liquidity and Capital Resources
-----------------------------------

Management  believes  that the Company has adequate  means to meet its liquidity
and  capital  resource  needs  over the  foreseeable  future  as a result of the
combination of cash on hand,  anticipated  cash from  operations and credit line
availability.

As of  March  1,  2003,  the  Company  had  $114.3  million  in  cash  and  cash
equivalents.

On June 26,  2000,  the  Company  entered  into a credit  agreement  with  Chase
Manhattan Bank and LaSalle Bank National Association. The agreement provides for
a $35.0 million unsecured  facility to cover revolver and letter of credit needs
and expires on June 26, 2004.  Interest rates are variable and a function of the
Company's EBITDA. The credit agreement contains restrictions and prohibitions of
a nature  generally  found in loan  agreements  of this  type and  requires  the
Company, among other things, to comply with certain financial covenants,  limits
the Company's ability to repurchase its shares, sell or acquire assets or borrow
additional  money and prohibits the payment of dividends.  The credit  agreement
may be terminated by the Company at any point over the four year term  (provided
the Company repays all outstanding amounts thereunder) without penalty. The full
$35.0 million credit line was available as of March 1, 2003.

In October 1999, the Board of Directors authorized the Company to purchase up to
5 million  shares of the  Company's  common stock.  In October  2001,  purchases
against this authorization were completed, and the Board of Directors authorized
the purchase of up to an additional 5 million shares of stock. As of March 2003,
the Company had purchased  2.6 million  shares  against this new  authorization.
During fiscal 2003,  the Company  purchased a total of 1.6 million  shares at an
average price per share of $9.01.








                                       7

<PAGE>

During 2003,  the Company's net decrease in cash and cash  equivalents  was $6.8
million  versus a decrease of $37.7  million in 2002.  Cash flow from  operating
activities in 2003 was $6.2 million versus $1.6 million last year,  primarily as
a result of European tax payments in 2002 on the prior  year's  Pokemon  product
sales,  partially  offset by lower net income in 2003.  Cash flow from investing
activities this year reflects $3.8 million in capital expenditures,  principally
on computer software and systems and Ring Pop production  equipment,  versus the
$5.7 million acquisition of thePit.com and $5.1 million in capital  expenditures
last year.  Cash flow from  financing  activities  was driven by treasury  stock
purchases net of cash received from options exercised of $12.9 million this year
versus $24.3 million last year.

Stockholders'  equity of $196.8  million in fiscal 2003 was $2.7  million  above
fiscal 2002 levels, as net income of $16.9 million was partially offset by $12.9
million in net treasury stock purchases.

Future minimum payments under  non-cancelable  leases which extend into the year
2014 are $1,531,000  (2004),  $1,531,000 (2005),  $1,531,000 (2006),  $1,454,000
(2007), $1,400,000 (2008) and $2,980,000 thereafter.

Future  minimum  payments  required  under the  Company's  existing  sports  and
entertainment  contracts,  with various expiration dates extending into the year
2004, are estimated to be $12,162,000.


|X| Critical Accounting Policies
--------------------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires Topps management to
make  estimates  and  assumptions  that affect the reported  amounts of revenue,
expenses,  assets,  liabilities  and the  disclosure  of  contingent  assets and
liabilities.

On an on-going basis,  Topps  management  evaluates its estimates and judgments,
including those related to revenue recognition, intangible assets, and reserves,
based on historical experience and on various other factors that are believed to
be  reasonable  under the  circumstances.  Actual  results may differ from these
estimates.  Note 1 to the Company's consolidated financial statements,  "Summary
of  Significant  Accounting  Policies",   summarizes  each  of  its  significant
accounting  policies.  Additionally,  Topps  management  believes the  following
critical  accounting  policies,   among  others,  affect  its  more  significant
judgments and estimates used in the  preparation of its  consolidated  financial
statements.

Revenue Recognition:
-------------------
Revenue related to sales of the Company's products is generally  recognized when
products are shipped, the title and risk of loss has passed to the customer, the
sales price is fixed or determinable and  collectibility is reasonably  assured.
Sales made on a returnable  basis are recorded net of a provision  for estimated
returns. These estimates are revised, as necessary, to reflect actual experience
and market conditions.

Intangible Assets:
-----------------
Intangible assets include trademarks and the value of sports,  entertainment and
proprietary  product rights.  Amortization is by the  straight-line  method over
estimated lives of up to twenty years.  Management  evaluates the recoverability
of intangible  assets under the  provisions of SFAS 144,  based on  undiscounted
projections of future cash flows attributable to the individual assets.

Estimates:
---------
The preparation of financial  statements in conformity  with generally  accepted
accounting   principles   requires  Topps   management  to  make  estimates  and
assumptions which affect the reporting of assets and liabilities as of the dates
of the  financial  statements  and revenues and  expenses  during the  reporting
period.  These  estimates  primarily  relate to the provision for sales returns,
allowance for doubtful  accounts,  inventory  obsolescence and asset valuations.
Actual results could differ from these estimates.





                                       8

<PAGE>

|X| Disclosures About Market Risk
---------------------------------

The Company's  exposure to market risk  associated with activities in derivative
financial  instruments  (e.g.,  hedging  or  currency  swap  agreements),  other
financial  instruments and derivative  commodity  instruments is confined to the
impact of  mark-to-market  changes in foreign  currency  rates on the  Company's
forward  contracts and options.  The Company has no long-term  debt and does not
engage in any commodity-related  derivative  transactions.  As of March 1, 2003,
the Company had $27.3 million in forward  contracts  which were entered into for
the purpose of hedging foreign exchange risk associated with forecasted receipts
and disbursements.


|X| New Accounting Pronouncements
---------------------------------

In June 2001, the FASB issued SFAS 141 "Business Combinations." SFAS 141 applies
prospectively to all business combinations  initiated after June 30, 2001 and to
all business combinations  accounted for using the purchase method for which the
date of  acquisition  is July 1, 2001,  or later.  The Company  adopted SFAS 141
during fiscal 2002. The adoption of this standard did not have a material impact
on the Company's financial condition or results of operations.

In June 2001, the FASB issued SFAS 142 "Goodwill and Other  Intangible  Assets."
SFAS 142 addresses financial  accounting and reporting for acquired goodwill and
other intangible assets. Under SFAS 142, goodwill and some intangible assets are
no longer amortized, but rather are reviewed for impairment on a periodic basis.
In addition,  the  standard  includes  provisions  for the  reclassification  of
certain intangibles as goodwill, reassessment of the useful lives of intangibles
and the  identification  of reporting units for purposes of assessing  potential
future  impairment  of  goodwill.  The  standard  also  required  the Company to
complete  a  transitional  impairment  test  within  six  months  of the date of
adoption.  The Company adopted the provisions of this Statement  effective March
3, 2002.  Amortization of existing goodwill,  which was $1.6 million for each of
the  years  ended  March  2,  2002,   March  3,  2001  and  February  26,  2000,
respectively,  ceased upon adoption. The Company completed an impairment test of
goodwill on August 31, 2002 and concluded that no impairment exists.

In August  2001,  the FASB  issued  SFAS 143  "Accounting  for Asset  Retirement
Obligations."  SFAS  143  addresses  financial   accounting  and  reporting  for
obligations associated with the retirement of tangible long-lived assets and the
associated  retirement  costs.  The adoption of SFAS 143 was effective  March 3,
2002.  The  adoption  of this  standard  did not have a  material  impact on the
Company's  financial  condition or results of  operations.  In October 2001, the
FASB issued SFAS 144  "Accounting  for the Impairment or Disposal of Long- Lived
Assets." SFAS 144  superseded  previous  guidance for financial  accounting  and
reporting for the  impairment or disposal of long-lived  assets and for segments
of a business to be  disposed  of. The Company  adopted  SFAS 144 during  fiscal
2002.  The  adoption  of this  standard  did not have a  material  impact on the
Company's financial condition or results of operations.

In April 2002, the FASB issued SFAS 145  "Rescission  of FASB  Statements No. 4,
44, and 64,  Amendment of FASB  Statement  No. 13, and  Technical  Corrections."
Among other changes, SFAS 145 rescinded SFAS 4, "Reporting Gains and Losses from
Extinguishment   of  Debt,"  which  required  all  gains  and  losses  from  the
extinguishment of debt to be aggregated and, if material, to be classified as an
extraordinary item, net of related income tax effects.  The rescission of SFAS 4
is effective for fiscal years  beginning  after May 15, 2002. The primary impact
of  SFAS  145  on  the  Company  is  that  future  gains  and  losses  from  the
extinguishment  of debt will be  subject  to the  criteria  of APB  Opinion  30,
"Reporting  the Results of  Operations - Reporting  the Effects of Disposal of a
Segment of a Business,  and  Extraordinary  Unusual and  Infrequently  Occurring
Events and Transactions."  Therefore, debt extinguishments in future periods may
not be classified as an  extraordinary  item, net of related income tax effects,
but instead as a component of income from continuing operations. The adoption of
this  standard  did  not  have a  material  impact  on the  Company's  financial
condition or results of operations.








                                       9

<PAGE>

In June 2002, the FASB issued SFAS 146  "Accounting  for Costs  Associated  with
Exit or Disposal  Activities" which is effective for exit or disposal activities
initiated after December 31, 2002. SFAS 146 addresses  financial  accounting and
reporting  for costs  incurred in connection  with exit or disposal  activities,
including restructurings, and supersedes Emerging Issues Task Force (EITF) Issue
No. 94-3,  "Liability  Recognition for Certain Employee Termination Benefits and
Other  Costs  to  Exit  an  Activity  (including  Certain  Costs  Incurred  in a
Restructuring)."  Under SFAS 146,  a  liability  related to an exit or  disposal
activity is not recognized  until such liability has actually been incurred,  as
opposed to a liability  being  recognized at the time of a commitment to an exit
plan, which was the standard for liability recognition under EITF Issue 94-3. As
a  result  of  adopting  SFAS  146,  the  Company  did not  record  $570,000  in
restructuring expenses from fiscal 2003 and will recognize them in fiscal 2004.

In  December  2002,  the  FASB  issued  SFAS  148  "Accounting  for  Stock-Based
Compensation  - Transition and  Disclosure"  which is effective for fiscal years
ending  after  December  15,  2002.  SFAS 148  provides  alternative  methods of
transition  for any entity  that  voluntarily  changes  to the fair value  based
method of accounting for stock-based employee compensation. The Company does not
expect  the  adoption  of SFAS 148 to have a  material  effect on its  financial
condition or results of operations.

FIN 45  "Guarantor's  Accounting and  Disclosure  Requirements  for  Guarantees,
Including Indirect  Guarantees of Indebtedness of Others" was issued in November
2002. FIN 45 elaborates on certain disclosure requirements and clarifies certain
recognition criteria related to guarantees.  The disclosure  requirements of FIN
45 are effective for periods ending after December 15, 2002, and the recognition
criteria of FIN 45 are effective on a prospective basis for guarantees issued or
modified  after  December  31,  2002.  The  impact  of FIN  45 on the  Company's
financial  condition or results of operations is not  determinable  since FIN 45
primarily impacts guarantees issued or modified in future periods.



































                                       10

<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS

Topps Company, Inc. and Subsidiaries
(In thousands of dollars, except share data)
<TABLE>
<CAPTION>
                                                                Year Ended
__________________________________________________________________________________________
                                                   March          March           March
                                                  1, 2003        2, 2002         3, 2001
__________________________________________________________________________________________
<S>                                            <C>            <C>             <C>
Net sales ..................................   $    290,079   $    300,180    $    437,440

Cost of sales ..............................        188,345        186,339         237,529

   Gross profit on sales ...................        101,734        113,841         199,911

Other income (expense) .....................            184           (215)          2,964

Selling, general and administrative expenses         81,136         77,062          80,958

   Income from operations ..................         20,782         36,564         121,917

Interest income, net .......................          2,516          4,894           5,717

   Income before provision for income taxes          23,298         41,458         127,634

Provision for income taxes .................          6,362         12,996          39,145

   Net income ..............................   $     16,936   $     28,462    $     88,489
__________________________________________________________________________________________

Net income per share - basic ...............   $       0.41   $       0.66    $       1.97

                     - diluted .............   $       0.40   $       0.64    $       1.91
__________________________________________________________________________________________

Weighted average shares outstanding
                     - basic ...............     41,353,000     43,073,000      45,011,000

                     - diluted .............     42,065,000     44,276,000      46,366,000
==========================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.
































                                       11

<PAGE>

CONSOLIDATED BALANCE SHEETS

The Topps Company, Inc. and Subsidiaries
(In thousands of dollars, except share data)

                                                          March         March
                                                         1, 2003       2, 2002
________________________________________________________________________________

                                     ASSETS
________________________________________________________________________________
Current assets:

   Cash and cash equivalents .........................   $ 114,259    $ 121,057

   Accounts receivable, net ..........................      25,205       20,039

   Inventories .......................................      28,681       23,096

   Income tax receivable .............................       2,029        3,230

   Deferred tax assets ...............................       3,267        4,343

   Prepaid expenses and other current assets .........      10,302       11,807

        Total current assets .........................     183,743      183,572

Property, plant and equipment, net ...................      14,606       14,606

Goodwill .............................................      48,839       46,773

Intangible assets, net ...............................       6,041        7,251

Other assets .........................................       8,399        5,748

Total assets .........................................   $ 261,628    $ 257,950
________________________________________________________________________________

                      LIABILITIES AND STOCKHOLDERS' EQUITY
________________________________________________________________________________

Current liabilities:

   Accounts payable ..................................   $   9,074    $  10,966

   Accrued expenses and other liabilities ............      29,243       30,274

   Income taxes payable ..............................       3,942        5,943

      Total current liabilities ......................      42,259       47,183

Deferred income taxes ................................        --           --

Other liabilities ....................................      22,601       16,713

      Total liabilities ..............................      64,860       63,896

Commitments and contingencies ........................        --           --

Stockholders' equity:

   Preferred stock, par value $.01 per share,
      authorized 10,000,000 shares, none issued ......        --           --

   Common stock, par value $.01 per share, authorized
      100,000,000 shares, issued 49,244,000 in 2003
      and 49,189,000 in 2002 .........................         492          492

   Additional paid-in capital ........................      27,344       26,824

   Treasury stock, 8,564,000 shares in 2003
      and 7,143,000 shares in 2002 ...................     (80,791)     (67,415)

   Retained earnings .................................     262,877      245,941

   Accumulated other comprehensive loss ..............     (13,154)     (11,788)

      Total stockholders' equity .....................     196,768      194,054

Total liabilities and stockholders' equity ...........   $ 261,628    $ 257,950
________________________________________________________________________________

See Notes to Consolidated Financial Statements.

                                       12

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS


The Topps Company, Inc. and Subsidiaries
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                           Year Ended
_________________________________________________________________________________________________
                                                                  March       March        March
                                                                 1, 2003     2, 2002      3, 2001
_________________________________________________________________________________________________
<S>                                                            <C>          <C>          <C>
Operating Activities

   Net income ..............................................   $  16,936    $  28,462    $  88,489

   Add (subtract) non-cash items included in net income:

      Depreciation and amortization ........................       5,038        5,525        4,345

      Deferred taxes on income .............................       1,076       (3,242)       2,007

   Net effect of changes in:

      Receivables ..........................................      (5,166)      (9,176)      14,960

      Inventories ..........................................      (5,585)         789       (2,188)

      Income tax receivable ................................       1,201        8,339      (11,317)

      Prepaid expenses and other current assets ............       1,505       (7,446)       1,029

      Payables and other current liabilities ...............      (4,924)     (26,439)       7,752

      Other ................................................      (3,881)       4,807         (957)

         Cash provided by operating activities .............       6,200        1,619      104,120

Investing Activities

   Purchase of subsidiary ..................................        --         (5,680)        --

   Additions to property, plant and equipment ..............      (3,807)      (5,108)      (3,360)

         Cash used in investing activities .................      (3,807)     (10,788)      (3,360)

Financing Activities

   Exercise of employee stock options ......................       1,449        5,074        3,266

   Purchase of treasury stock ..............................     (14,305)     (29,364)     (21,374)

         Cash used in financing activities .................     (12,856)     (24,290)     (18,108)

Effect of exchange rate changes on cash and cash equivalents       3,665       (4,225)         236

Net (decrease) increase in cash and cash equivalents .......      (6,798)     (37,684)      82,888

Cash and cash equivalents at beginning of year .............     121,057      158,741       75,853

Cash and cash equivalents at end of year ...................   $ 114,259    $ 121,057    $ 158,741
__________________________________________________________________________________________________

Supplemental disclosure of cash flow information:
Interest paid ..............................................   $      91    $      83    $     119
Income taxes paid ..........................................   $  12,578    $  24,024    $  30,854

</TABLE>
See Notes to Consolidated Financial Statements.








                                       13

<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME



The Topps Company, Inc. and Subsidiaries
(In thousands of dollars)
<TABLE>
<CAPTION>
                                                                   Additional                                     Other
                                                        Common      Paid-in     Treasury      Retained        Comprehensive
                                            Total       Stock       Capital       Stock       Earnings        Income (Loss)
___________________________________________________________________________________________________________________________
<S>                                          <C>        <C>        <C>          <C>           <C>               <C>
Stockholders' equity as of 2/26/2000         $129,175      $478       $18,498     $(16,677)      $128,990         $ (2,114)
___________________________________________________________________________________________________________________________

Net income                                     88,489         -             -            -         88,489                -

Translation adjustment                         (1,430)        -             -            -              -           (1,430)

Minimum pension liability                      (1,584)        -             -            -              -           (1,584)

    Total comprehensive income                 85,475         -             -            -         88,489           (3,014)

Purchase of treasury stock                    (21,374)        -             -      (21,374)             -                -

Exercise of employee stock options              3,266         6         3,260            -              -                -

Stockholders' equity as of 3/3/2001          $196,542      $484       $21,758     $(38,051)      $217,479         $ (5,128)
___________________________________________________________________________________________________________________________
Net income                                     28,462         -             -            -         28,462                -

Translation adjustment                         (3,304)        -             -            -              -           (3,304)

Minimum pension liability                      (3,356)        -             -            -              -           (3,356)

    Total comprehensive income                 21,802         -             -            -         28,462           (6,660)

Purchase of treasury stock                    (29,364)        -             -      (29,364)             -                -

Exercise of employee stock options              5,074         8         5,066            -              -                -

Stockholders' equity as of 3/2/2002          $194,054      $492       $26,824     $(67,415)      $245,941        $ (11,788)
___________________________________________________________________________________________________________________________
Net income                                     16,936         -             -            -         16,936                -

Translation adjustment                          3,399         -             -            -              -            3,399

Minimum pension liability                      (4,765)        -             -            -              -           (4,765)

    Total comprehensive income                 15,570         -             -            -         16,936           (1,366)

Purchase of treasury stock                    (14,305)        -             -      (14,305)             -                -

Exercise of employee stock options              1,449         -           520          929              -                -

Stockholders' equity as of 3/1/2003          $196,768      $492       $27,344     $(80,791)      $262,877        $ (13,154)
___________________________________________________________________________________________________________________________

</TABLE>
See Notes to Consolidated Financial Statements.













                                       14

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation:  The consolidated  financial statements include the
accounts of The Topps Company,  Inc. and its subsidiaries  ("the Company").  All
intercompany items and transactions have been eliminated in consolidation.

The  Company and its  subsidiaries  operate  and report  financial  results on a
fiscal year of 52 or 53 weeks which ends on the  Saturday  closest to the end of
February.  Fiscal 2001 was  comprised of 53 weeks versus 52 weeks in both fiscal
2002 and fiscal 2003.

Foreign Currency  Translation:  The financial statements of subsidiaries outside
the United  States,  except those  subsidiaries  located in highly  inflationary
economies or where costs are primarily U.S. dollar-based, are generally measured
using the local currency as the functional  currency.  Assets and liabilities of
these  subsidiaries  are  translated  at the rates of exchange as of the balance
sheet date. The resultant  translation  adjustments  are included in accumulated
other  comprehensive  income.  Income and expense  items are  translated  at the
average  exchange  rate for the month.  Gains and losses from  foreign  currency
transactions of these  subsidiaries are included in net income. For subsidiaries
operating in highly  inflationary  economies or where  inventory  costs are U.S.
dollar-based, the financial statements are measured using the U.S. dollar as the
functional currency. Gains and losses from balance sheet translation adjustments
are also included in net income.

Derivative Financial Instruments:  Derivative financial instruments are used for
hedging  purposes  by the  Company in the  management  of its  foreign  currency
exposures.  The Company does not hold or issue derivative financial  instruments
for trading purposes.

Gains or losses arising from the derivative  financial  instruments are recorded
in earnings.  On March 4, 2001,  the Company  adopted the provisions of SFAS 133
"Accounting  for  Derivative  Instruments  and Hedging  Activities"  and related
standards,  as  amended.  SFAS 133  provides a  comprehensive  standard  for the
recognition and measurement of derivatives and hedging activities.

Cash  Equivalents:  The  Company  considers  investments  in highly  liquid debt
instruments with a maturity of three months or less to be cash equivalents.

Inventories:  Inventories  are  stated  at  lower  of  cost or  market.  Cost is
determined on the first-in, first-out basis.

Property,  Plant and Equipment ("PP&E"): PP&E is stated at cost. Depreciation is
computed  using  the  straight-line  method.  Estimated  useful  lives  used  in
computing  depreciation  are  twenty-five  years for buildings,  three to twelve
years for machinery,  equipment and software and the remaining  lease period for
leasehold  improvements.  In accordance with SFAS 144, the Company  periodically
evaluates the carrying  value of its PP&E for  circumstances  which may indicate
impairment.

Intangible  Assets:  : Intangible  assets  include  trademarks  and the value of
sports,  entertainment  and proprietary  product rights.  Amortization is by the
straight-line  method over  estimated  lives of up to twenty  years.  Management
evaluates the  recoverability  of intangible assets under the provisions of SFAS
144, based on undiscounted  projections of future cash flows attributable to the
individual assets.

Revenue  Recognition:  Revenue  related to sales of the  Company's  products  is
generally  recognized when products are shipped,  the title and risk of loss has
passed  to  the  customer,   the  sales  price  is  fixed  or  determinable  and
collectibility  is  reasonably  assured.  Sales made on a  returnable  basis are
recorded net of a provision for estimated returns.  These estimates are revised,
as necessary, to reflect actual experience and market conditions.






                                       15

<PAGE>

Estimates:  The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions which affect the reporting of assets and liabilities as of the dates
of the  financial  statements  and revenues and  expenses  during the  reporting
period.  These  estimates  primarily  relate to the provision for sales returns,
allowance for doubtful  accounts,  inventory  obsolescence and asset valuations.
Actual results could differ from these estimates.

Reclassifications:  Certain items in the prior years' financial  statements have
been reclassified to conform with the current year's presentation.  Beginning in
the first quarter of fiscal 2002, prepress, autograph and relic costs related to
future period  releases,  which previously had been included in prepaid expenses
and other current assets, were reclassified to inventory.  Autograph,  relic and
freight costs related to merchandise  sold in the period,  which previously were
included in selling,  general and administrative  expenses, were reclassified to
cost of goods sold.

The Company has adopted the EITF Issue 01-9  accounting  standards  that require
certain trade  promotion  expenses,  such as slotting  fees, to be reported as a
reduction of net sales rather than as marketing  expense.  This presentation has
been reflected on the Consolidated Statements of Operations for the fiscal years
ended March 1, 2003, March 2, 2002 and March 3, 2001.

Income Taxes:  The Company  provides for deferred  income taxes  resulting  from
temporary  differences  between the valuation of assets and  liabilities  in the
financial statements and the carrying amounts for tax purposes. Such differences
are  measured  using the  enacted tax rates and laws that will be in effect when
the differences are expected to reverse.

Employee  Stock  Options:   The  Company   accounts  for  stock-based   employee
compensation based on the intrinsic value of stock options granted in accordance
with  the  provisions  APB  25  "Accounting  for  Stock  Issued  to  Employees."
Information  relating to stock-based  employee  compensation,  including the pro
forma effects had the Company  accounted for stock-based  employee  compensation
based on the fair  value  of stock  options  granted  in  accordance  SFAS  123,
"Accounting for Stock-Based Compensation," is as follows:


                        (In thousands of dollars,
                            except share data)
                         As reported     Pro forma
___________________________________________________
                                     2003
                            -----------------------
Net income                  $ 16,936      $ 15,586

Earnings per share            $ 0.40        $ 0.37
___________________________________________________
                                     2002
                            -----------------------
Net income                  $ 28,462      $ 26,721

Earnings per share            $ 0.64        $ 0.60
___________________________________________________
                                     2001
                            -----------------------
Net income                  $ 88,489      $ 87,279

Earnings per share            $ 1.91        $ 1.88
___________________________________________________


In determining the preceding pro forma amounts under SFAS 123, the fair value of
each option grant is  estimated as of the date of grant using the  Black-Scholes
option-pricing  model with the following  assumptions:  no dividend yield in any
year;  risk free  interest  rate,  estimated  volatility  and expected  life, as
follows: fiscal 2003 - 4.5%, 35% and 6.5 years respectively; fiscal 2002 - 5.7%,
59% and 6.7  years  respectively;  and  fiscal  2001 - 6.5%,  56% and 6.6  years
respectively.







                                       16
<PAGE>


NOTE 2 - EARNINGS PER SHARE

Earnings  per share is  computed  in  accordance  with  SFAS  128.  Basic EPS is
computed  using  weighted  average  shares  outstanding,  while  diluted  EPS is
computed using  weighted  average shares  outstanding  plus shares  representing
stock  distributable  under  stock-based plans computed using the treasury stock
method.

The following  table  represents  the  computation  of weighted  average  shares
outstanding - diluted:

                                                 Year ended
_________________________________________________________________________
                                      March         March         March
                                     1, 2003       2, 2002       3, 2001
_________________________________________________________________________

Weighted average
shares outstanding: Basic          41,353,000    43,073,000    45,011,000

Effect of dilutive stock options      712,000     1,203,000     1,355,000

Diluted                            42,065,000    44,276,000    46,366,000
_________________________________________________________________________


In the above  calculation,  the following shares were not included in the effect
of  dilutive  stock  options  because  they  they had an  anti-dilutive  effect:
1,532,000 (2003), 469,000 (2002) 918,000 (2001).



NOTE 3 - ACCOUNTS RECEIVABLE
                                          March        March
                                         1, 2003      2, 2002
_______________________________________________________________
                                      (In thousands of dollars)

Gross receivables                       $ 43,250     $ 37,565

Reserve for returns                      (16,443)     (15,877)

Allowance for discounts
  and doubtful accounts                   (1,602)      (1,649)

     Net                                $ 25,205     $ 20,039
_______________________________________________________________



NOTE 4 - INVENTORIES
                                          March        March
                                         1, 2003      2, 2002
_______________________________________________________________
                                      (In thousands of dollars)

Raw materials                           $  6,162     $  6,395

Work in process                            2,229        1,274

Finished products                         20,290       15,427

     Total                              $ 28,681     $ 23,096
_______________________________________________________________











                                       17

<PAGE>

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT, NET


                                          March        March
                                         1, 2003      2, 2002
_______________________________________________________________
                                      (In thousands of dollars)

Land                                    $    42      $     42

Buildings and improvements                2,278         2,291

Machinery, equipment and software         26,621       22,801

     Total PP&E                         $ 28,941     $ 25,134

Accumulated depreciation
and amortization                         (14,335)     (10,528)

     Net                                $ 14,606     $ 14,606
______________________________________________________________


NOTE 6 - INTANGIBLE ASSETS

On March 3, 2002, the Company adopted SFAS 141 "Business  Combinations" and SFAS
142  "Goodwill  and Other  Intangible  Assets"  which  require  the  Company  to
prospectively  cease amortization of goodwill and instead conduct periodic tests
of goodwill  for  impairment.  The table below  compares  reported  earnings and
earnings  per share for the year ended March 1, 2003 with  earnings and earnings
per share assuming proforma  application of the new accounting standards for the
year ended March 2, 2002.

                                          March        March
                                         1, 2003      2, 2002
_______________________________________________________________
                                      (In thousands of dollars)

Net income                              $ 16,936     $ 28,462
Add back:
    Goodwill amortization                      -        1,568

Adjusted net income                     $ 16,936     $ 30,030
_______________________________________________________________

Adjusted basic net income per share     $   0.41     $   0.70

Adjusted diluted net income per share   $   0.40     $   0.68
_______________________________________________________________



The Company has evaluated its goodwill and intangible  assets  acquired prior to
June 30,  2002  using the  criteria  of SFAS  141,  and has  determined  that no
intangible  assets  should be  reclassified  to  goodwill.  The Company has also
evaluated  its  intangible  assets  and  determined  that all such  assets  have
determinable lives. Furthermore, the Company has reassessed the useful lives and
residual   values  of  all  intangible   assets  to  review  for  any  necessary
amortization period adjustments.  Based on that assessment,  no adjustments were
made to the amortization  period or residual values of the intangible assets. In
order to  conform  with the  definitions  contained  in SFAS  142,  the  Company
reclassified  $1.5 million in deferred  financing fees from intangible assets to
other  assets and $0.8  million in software  development  costs from  intangible
assets to property, plant and equipment.  Additionally, $1.9 million of deferred
tax assets related to thePit.com acquisition were reclassified to goodwill.

SFAS 142 prescribes a two-phase process for impairment testing of goodwill.  The
first phase,  completed on August 31, 2002,  screens for  impairment;  while the
second phase (if necessary), required to be completed by March 1, 2003, measures
the impairment. The Company has completed the first phase and has concluded that
no  impairment  of goodwill  exists.  Therefore,  completion of phase two of the
transitional impairment test was not necessary.





                                       18

<PAGE>

For the year  ended  March 1,  2003,  no  goodwill  or  other  intangibles  were
acquired, impaired or disposed.  Intangible assets consisted of the following as
of March 1, 2003 and March 2, 2002:

                                                      March 1, 2003
________________________________________________________________________________
                                          Gross       Accumulated
                                     Carrying Value   Amortization        Net
________________________________________________________________________________
                                              (In thousands of dollars)

Licenses & contracts .............     $ 21,879         $(16,594)       $ 5,285

Intellectual property ............       12,584          (12,473)           111

Software & other .................        2,953          ( 2,602)           351

FAS 132 pension ..................          294             --              294

Total intangibles ................     $ 37,710         $(31,669)       $ 6,041
________________________________________________________________________________


                                                      March 2, 2002
________________________________________________________________________________
                                          Gross       Accumulated
                                     Carrying Value   Amortization        Net
________________________________________________________________________________

Licenses & contracts .............     $ 21,879         $(15,717)       $ 6,162

Intellectual property ............       12,584          (12,315)           269

Software & other .................        2,953          ( 2,477)           476

FAS 132 pension ..................          344             --              344

Total intangibles ................     $ 37,760         $(30,509)       $ 7,251
________________________________________________________________________________



Over the next five years the  Company  expects  the annual  amortization  of the
intangible assets detailed above to be as follows:


Fiscal Year                Amount
-----------                ------
                       (in thousands)

2004                       $ 1,060

2005                       $   826

2006                       $   826

2007                       $   748

2008                       $   670

















                                       19
<PAGE>

NOTE 7 - ACCRUED EXPENSES AND OTHER LIABILITIES

                                          March        March
                                         1, 2003      2, 2002
_______________________________________________________________
                                      (In thousands of dollars)

Royalties ............................  $  6,407     $  9,009

Employee compensation ................     5,563        7,136

Payments received in advance .........     3,700        1,391

Advertising and marketing expenses ...     2,271        2,908

Legal settlement .....................     1,612           --

Other ................................     9,690        9,830

     Total ...........................  $ 29,243     $ 30,274
_______________________________________________________________



NOTE 8 - DEPRECIATION AND AMORTIZATION

                                                 Year ended
_________________________________________________________________________
                                      March         March         March
                                     1, 2003       2, 2002       3, 2001
_________________________________________________________________________
                                           (In thousands of dollars)

Depreciation expense ............... $ 3,756      $ 2,601       $ 1,685
Amortization of intangible
  assets ...........................   1,160        1,237         1,004
Amortization of goodwill ...........      --        1,568         1,568
Amortization of deferred
  financing fees ...................     122          119            88

     Total ......................... $ 5,038      $ 5,525       $ 4,345
_________________________________________________________________________


NOTE 9 - LONG-TERM DEBT

On June 26,  2000,  the  Company  entered  into a credit  agreement  with  Chase
Manhattan Bank and LaSalle Bank National Association. The agreement provides for
a $35.0 million unsecured  facility to cover revolver and letter of credit needs
and expires on June 26, 2004.  Interest rates are variable and a function of the
Company's EBITDA. The credit agreement contains restrictions and prohibitions of
a nature  generally  found in loan  agreements  of this  type and  requires  the
Company, among other things, to comply with certain financial covenants,  limits
the Company's ability to repurchase its shares, sell or acquire assets or borrow
additional  money and prohibits the payment of dividends.  The credit  agreement
may be terminated by the Company at any point over the four year term  (provided
the Company repays all outstanding amounts thereunder) without penalty. The full
$35.0 million credit line was available as of March 1, 2003.








                                       20

<PAGE>
NOTE 10 - INCOME TAXES

The  Company  provides  for  deferred  income  taxes  resulting  from  temporary
differences  between the  valuation of assets and  liabilities  in the financial
statements  and the carrying  amounts for tax  purposes.  Such  differences  are
measured  using the  enacted  tax rates and laws that will be in effect when the
differences are expected to reverse. U.S. and foreign operations  contributed to
income before provision for income taxes as follows:

                                                 Year ended
_________________________________________________________________________
                                      March         March         March
                                     1, 2003       2, 2002       3, 2001
_________________________________________________________________________
                                           (In thousands of dollars)

United States .....................  $ 14,157      $ 25,275      $ 36,359

Europe ............................     7,861        15,744        89,201

Canada ............................       992           739         1,762

Latin America .....................       288          (300)          312

Total income before provision
  for income taxes ................  $ 23,298      $ 41,458      $127,634
_________________________________________________________________________


Provision for income taxes consists of:
                                                 Year Ended
_________________________________________________________________________
                                      March         March         March
                                     1, 2003       2, 2002       3, 2001
_________________________________________________________________________
                                           (In thousands of dollars)
Current income taxes:
Federal ...........................  $ 3,899       $ 8,609       $ 6,467

Foreign ...........................    3,301         3,889        27,323

State and local ...................      146           614         2,459

      Total current ...............  $ 7,346       $13,112       $36,249

Deferred income taxes (benefit):
Federal ...........................  $  (434)      $  (719)      $ 1,554

Foreign ...........................     (330)          262         1,020

State and local ...................     (220)          341           322

     Total deferred ...............  $  (984)      $  (116)      $ 2,896

Total provision for income taxes ..  $ 6,362       $12,996       $39,145
_________________________________________________________________________


The reasons for the  difference  between the  provision for income taxes and the
amount  computed by applying  the  statutory  federal  income tax rate to income
before provision for income taxes are as follows:

                                                          Year Ended
________________________________________________________________________________
                                                 March       March       March
                                                1, 2003     2, 2002     3, 2001
________________________________________________________________________________
                                                    (In thousands of dollars)

Computed expected tax provision ............   $  8,154    $ 14,510    $ 44,672

Increase (decrease) in taxes resulting from:
   State and local taxes, net of
   federal tax benefit .....................        617         900       2,327

   Foreign and U.S. tax effects
   attributable to foreign operations ......     (1,387)     (2,274)     (7,080)

   Amortization of intangibles .............         --         549         549

   R&D .....................................       (502)         --          --

   Other permanent differences .............       (520)       (689)     (1,323)

Provision for income taxes .................   $  6,362    $ 12,996    $ 39,145
________________________________________________________________________________


                                       21
<PAGE>

Deferred U.S. income taxes have not been provided on  undistributed  earnings of
foreign  subsidiaries  as the Company  considers such earnings to be permanently
reinvested in the businesses as of March 1, 2003.  These  undistributed  foreign
earnings  could  become  subject  to U.S.  income  tax if  remitted,  or  deemed
remitted, as a dividend. Determination of the deferred U.S. income tax liability
on these unremitted earnings is not practical,  since such liability, if any, is
dependent  on  circumstances  existing  at  the  time  of  the  remittance.  The
cumulative  amount of  unremitted  earnings  from foreign  subsidiaries  that is
expected to be permanently  reinvested was approximately  $27.8 million on March
1, 2003.

During the year the Company received a refund in the amount of $1.3 million from
a foreign tax credit  carryback  claim that was filed with the Internal  Revenue
Service and which reduced the provision for income taxes.  The successful  claim
resulted from a favorable ruling in a prior tax year.

Taxing authorities  periodically challenge positions taken by the Company on its
tax  returns.  On the basis of  present  information,  it is the  opinion of the
Company's management that any assessments resulting from current tax audits will
not have a material  adverse  effect on the  Company's  consolidated  results of
operations or its consolidated financial position.

The  components of current  deferred  income tax assets and  liabilities  are as
follows:

                                                               Year Ended
________________________________________________________________________________
                                                           March       March
                                                          1, 2003     2, 2002
________________________________________________________________________________
                                                       (In thousands of dollars)
Deferred income tax assets:

    Provision for estimated losses on sales returns ....  $ 1,290     $   929

    Provision for inventory obsolescence ...............      852       1,075

    Tax  assets of thePit.com ..........................      581       1,937

    Total deferred income tax assets*  .................  $ 2,723     $ 3,941
________________________________________________________________________________
Deferred income tax liabilities:

    Amortization .......................................  $ 1,224     $ 2,786

    Depreciation .......................................      625         383

    Post-retirement benefits ...........................   (1,889)     (1,593)

    Other ..............................................     (504)     (1,978)

    Total deferred income tax liabilities* .............  $  (544)    $  (402)
________________________________________________________________________________


*Net deferred tax assets of $3,267 and $4,343 are presented on the  Consolidated
 Balance Sheet in fiscal 2003 and 2002 respectively.




















                                       22

<PAGE>

NOTE 11 - EMPLOYEE BENEFIT PLANS

The Company maintains  qualified and  non-qualified  defined benefit pensions in
the U.S. and Ireland as well as a postretirement healthcare plan in the U.S. for
all eligible  non-bargaining  unit  personnel.  The Company has  previously  not
included information on the Irish pension in this footnote.  The Company is also
a participant in a  multi-employer  defined  contribution  pension plan covering
domestic bargaining unit employees.

In addition,  the Company sponsors a defined  contribution plan, which qualifies
under  Sections  401(a) and 401(k) of the  Internal  Revenue  Code (the  "401(k)
Plan").  While all non-bargaining  unit employees are eligible to participate in
the 401(k) Plan,  participation is optional.  The Company does not contribute to
the 401(k) Plan.

The  following  tables   summarize   benefit  costs,  as  well  as  the  benefit
obligations,  plan assets and funded status  associated  with the Company's U.S.
and Irish pension and U.S. postretirement healthcare benefit plans.

<TABLE>
<CAPTION>
                                                                    Postretirement
                                            Pension Benefits     Healthcare Benefits
______________________________________________________________________________________
                                            March      March       March       March
                                           1, 2003    2, 2002     1, 2003     2, 2002
______________________________________________________________________________________
                                                     (In thousands of dollars)
<S>                                       <C>         <C>         <C>        <C>
Reconciliation of change
in benefit obligation

Benefit obligation at beginning of year   $ 31,662    $ 27,691    $  6,981    $  6,836

Service cost ..........................      1,184       1,003         225         217

Interest cost .........................      2,316       1,984         514         479

Benefits paid .........................     (1,120)     (1,200)       (546)       (546)

Actuarial (gains) losses ..............      3,376       1,467       2,390          (5)

Plan amendments/Effect of foreign
currency ..............................        440         717         (46)       --

Benefit obligation at end of year .....   $ 37,858    $ 31,662    $  9,518    $  6,981
______________________________________________________________________________________

Reconciliation of change
in the fair value of plan assets

Fair value of plan assets
at beginning of year ..................   $ 20,329    $ 17,101    $   --      $   --

Actual return on plan assets ..........     (2,445)         20        --          --

Employer contributions ................        689       4,639         546         546

Benefits paid .........................     (1,120)     (1,200)       (546)       (546)

Participant's contributions/Effect
of foreign currency ...................        738        (231)        --          --

Fair value of plan assets
at end of year ........................   $ 18,191    $ 20,329    $    --     $   --
_______________________________________________________________________________________

</TABLE>







                                       23

<PAGE>

<TABLE>
<CAPTION>
                                                                    Postretirement
                                            Pension Benefits     Healthcare Benefits
______________________________________________________________________________________
                                            March      March       March       March
                                           1, 2003    2, 2002     1, 2003     2, 2002
______________________________________________________________________________________
                                                     (In thousands of dollars)
<S>                                       <C>         <C>         <C>        <C>
Funded status

Funded status ..........................  $(19,667)   $(11,332)   $ (9,518)   $ (6,981)

Unrecognized actuarial (gains) losses ..    15,995       9,486       1,347        (915)

Unrecognized prior service cost ........       539         697        --          --

Unrecognized initial transition
obligation .............................      (707)       (608)      2,298       2,774

Net amount recognized in the
consolidated balance sheets.............  $ (3,840)   $ (1,757)   $ (5,873)   $ (5,122)
_______________________________________________________________________________________

Components of amounts recognized in the
consolidated balance sheets

Prepaid benefit cost ...................  $  1,890    $  3,474    $   --      $   --

Accrued benefit liability ..............   (16,879)    (11,686)     (5,873)     (5,122)

Intangible asset .......................       539         691        --          --

Accumulated other comprehensive expense.    10,610       5,764        --          --

Net amount recognized in the
consolidated balance sheets.............  $ (3,840)   $ (1,757)   $ (5,873)   $ (5,122)
_______________________________________________________________________________________

</TABLE>

<TABLE>
<CAPTION>
                                                                           Postretirement
                                       Pension Benefits                 Healthcare Benefits
_________________________________________________________________________________________________
                                  March      March      March       March     March       March
                                 1, 2003    2, 2002    3, 2001     1, 2003   2, 2002     3, 2001
_________________________________________________________________________________________________
                                                   (In thousands of dollars)
<S>                              <C>        <C>        <C>        <C>        <C>        <C>
Components of net periodic
benefit cost

Service cost .................   $ 1,184    $ 1,003    $   817    $   225    $   217    $   175

Interest cost ................     2,316      1,984      1,896        514        479        474

Expected return on plan assets    (1,643)    (1,457)    (1,451)        --         --         --

Amortization of initial
transition obligation ........       (51)       180        152        221        221        221

Prior service cost ...........       133         66        (15)        --         --         --

Actuarial (gains) losses/
Special charges ..............       875        491        192        337        (22)       (82)

Net periodic benefit cost ....   $ 2,814    $ 2,267    $ 1,591    $ 1,297    $   895    $   788
________________________________________________________________________________________________

</TABLE>




                                       24

<PAGE>

As of March 1, 2003 and March 2,  2002,  both the  qualified  and  non-qualified
pension  plans had  accumulated  benefit  obligations  in excess of plan assets.
Information is as follows:


                                            Pension Benefits
_________________________________________________________________
                                            March      March
                                           1, 2003    2, 2002
_________________________________________________________________
                                        (In thousands of dollars)

Projected benefit obligation ..........   $ 33,990    $ 29,150

Accumulated benefit obligation ........   $ 30,495    $ 25,802

Fair value of plan assets .............   $ 15,280    $ 17,420
_________________________________________________________________



The   weighted-average   actuarial   assumptions   used  for  U.S.  pension  and
postretirement healthcare plans are as follows:

                                       Pension and Postretirement
                                            Medical Benefits
_________________________________________________________________
                                            March      March
                                           1, 2003    2, 2002
_________________________________________________________________

Discount rate .........................       6.3%      7.0%

Expected return on plan assets ........       8.0%      8.5%

Rate of compensation increase .........       4.5%      5.0%
_________________________________________________________________


Assumptions  for healthcare  cost increases are as follows:  10% in fiscal 2003,
trending down to a 5.0% increase in fiscal 2008.  Increases in healthcare  costs
could significantly affect the reported postretirement benefits cost and benefit
obligations.  A one percentage point change in assumed  healthcare  benefit cost
trends would have the following effect:

_________________________________________________________________________
                                                   1-Percentage Point
                                                Increase        Decrease
_________________________________________________________________________
                                                (In thousands of dollars)

On total service and interest cost component    $   118         $ ( 97)

On postretirement benefit obligation (APBO)     $ 1,066         $ (914)
_________________________________________________________________________











                                       25

<PAGE>

NOTE 12 - STOCK OPTION PLANS


The  Company  has  Stock   Option   Plans  that  provide  for  the  granting  of
non-qualified  stock  options,  incentive  stock options and stock  appreciation
rights (SARs) to employees,  non-employee  directors and consultants  within the
meaning of Section 422A of the Internal Revenue Code.  Options granted generally
vest over two or three years and expire ten years after the grant date.

The following table summarizes information about the Plans.
<TABLE>
<CAPTION>
                                            March 1, 2003            March 2, 2002             March 3, 2001
<S>                                     <C>           <C>         <C>           <C>         <C>           <C>
________________________________________________________________________________________________________________
                                                     Weighted                  Weighted                 Weighted
                                                     Average                   Average                  Average
                                                     Exercise                  Exercise                 Exercise
Stock Options                            Shares       Price       Shares         Price      Shares       Price
_________________________________________________________________________________________________________________

Outstanding at beginning of year ...     3,956,127    $  6.88     4,309,369     $  6.34     4,684,052    $  5.81

Granted ............................       166,000    $ 10.12       599,306     $ 10.55       569,550    $  9.35

Exercised ..........................      (220,750)   $  6.21      (768,335)    $  4.93      (587,058)   $  3.57

Forfeited ..........................      (143,400)   $ 15.68      (184,213)    $ 14.24      (357,175)   $ 11.25

Outstanding at end of year .........     3,757,977    $  6.73     3,956,127     $  6.88     4,309,369    $  6.34

Options exercisable at end of year..     3,383,854    $  6.32     3,181,109     $  6.08     3,491,735    $  5.97

Weighted average fair value of
options granted during the year ....         $4.12                    $6.86                     $5.84
_________________________________________________________________________________________________________________

</TABLE>


Summarized  information about stock options outstanding and exercisable at March
1, 2003 is as follows:

<TABLE>
<CAPTION>
                                              Options Outstanding                   Options Exercisable
<S>                             <C>             <C>                <C>           <C>            <C>
__________________________________________________________________________________________________________
                                                                    Weighted                     Weighted
                                 Outstanding   Weighted Average     Average      Exercisable     Average
                                    as of         Remaining         Exercise        as of        Exercise
Exercise Price Ranges              3/1/03      Contractual Life      Price          3/1/03         Price
_________________________________________________________________________________________________________

 $ 1.76 - $ 3.53                    939,984         4.9              $ 2.60          939,984     $ 2.60

 $ 3.54 - $ 5.29                    612,250         5.5              $ 4.55          612,250     $ 4.55

 $ 5.30 - $ 7.05                    246,500         3.6              $ 6.20          246,500     $ 6.20

 $ 7.06 - $ 8.81                    603,500         3.2              $ 7.81          603,500     $ 7.81

 $ 8.82 - $10.57                  1,020,493         7.2              $ 9.90          704,495     $ 9.76

 $10.58 - $12.34                    335,250         5.6              $11.10          277,125     $11.00
_________________________________________________________________________________________________________

                                  3,757,977         5.3              $ 6.73        3,383,854     $ 6.32
_________________________________________________________________________________________________________

</TABLE>





                                       26

<PAGE>

NOTE 13 - CAPITAL STOCK

In October 1999, the Board of Directors of the Company authorized the Company to
purchase up to 5 million  shares of stock.  In October 2001,  purchases  against
this  authorization  were completed,  and the Board of Directors  authorized the
purchase of up to an additional 5 million shares of stock.  As of March 1, 2003,
the Company had purchased  2.6 million  shares  against this new  authorization.
During fiscal 2003,  the Company  purchased a total of 1.6 million  shares at an
average price per share of $9.01.


NOTE 14 - SEGMENT AND GEOGRAPHIC INFORMATION

Following  is the  breakdown  of industry  segments as required by SFAS 131. The
Company has two reportable  business segments:  Confectionery and Entertainment.
Consistent with Topps  organizational  structure and product line  similarities,
Entertainment  now combines the former  Sports and  Entertainment  segments into
one.

The Confectionery  segment consists of a variety of lollipop products  including
Ring Pop,  Push Pop and Baby Bottle Pop,  the Bazooka  bubble gum line and other
novelty confectioneries including Pokemon products.

The Entertainment segment primarily consists of cards and sticker album products
featuring sports and non-sports licenses, including Pokemon.

The Company's  management  regularly  evaluates the  performance of each segment
based upon its contributed margin,  which is profit after cost of goods, product
development,  advertising and  promotional  costs and  obsolescence,  but before
unallocated  general and  administrative  expenses and  manufacturing  overhead,
depreciation  and  amortization,  other income,  net interest  income and income
taxes.

The Company does not allocate  assets among its business  segments and therefore
does not include a  breakdown  of assets or  depreciation  and  amortization  by
segment.








































                                       27

<PAGE>

BUSINESS SEGMENTS
                                                          Year Ended
________________________________________________________________________________
                                                March       March       March
                                               1, 2003     2, 2002     3, 2001
________________________________________________________________________________
                                                    (In thousands of dollars)
Net Sales

Confectionery .............................   $146,865     $152,127    $170,700

Entertainment .............................    143,214      148,053     266,740

  Total Net Sales .........................   $290,079     $300,180    $437,440

Contributed Margin

Confectionery .............................   $ 52,101     $ 54,880    $ 64,390

Entertainment .............................     39,313       47,464     119,653

  Total Contributed Margin ................   $ 91,414     $102,344    $184,043
________________________________________________________________________________

Reconciliation of contributed margin to
income before provision for income taxes

Total contributed margin ..................   $ 91,414     $102,344    $184,043

Unallocated general and administrative
expenses and manufacturing overhead .......    (65,778)     (60,040)    (60,745)

Depreciation & amortization ...............     (5,038)      (5,525)     (4,345)

Other income ..............................        184         (215)      2,964

   Income from operations .................     20,782       36,564     121,917

Interest income, net ......................      2,516        4,894       5,717

   Income before provision for income taxes   $ 23,298     $ 41,458    $127,634
________________________________________________________________________________


































                                       28

<PAGE>

Net sales to  unaffiliated  customers and income from  operations,  as presented
below,  are  based  on  the  location  of the  ultimate  customer.  Income  from
operations  is  defined as  contributed  margin  less  unallocated  general  and
administrative   expenses   and   manufacturing   overhead,   depreciation   and
amortization,  and other income.  Identifiable  assets,  as presented below, are
those assets located in each geographic area.

GEOGRAPHIC AREAS
                                             Year Ended
_________________________________________________________________
                                     March      March      March
                                    1, 2003    2, 2002    3, 2001
_________________________________________________________________
                                      (In thousands of dollars)
Net Sales

United States ..................   $212,464   $220,368   $216,780

Europe .........................     48,555     48,387    180,419

Other ..........................     29,060     31,425     40,241

    Total Net Sales ............   $290,079   $300,180   $437,440
_________________________________________________________________

Income from Operations

United States ..................   $ 12,306   $ 22,579   $ 32,591

Europe .........................      5,406     11,216     80,132

Other ..........................      3,070      2,769      9,194

    Total Income from Operations   $ 20,782   $ 36,564   $121,917
_________________________________________________________________

Identifiable Assets

United States ..................   $213,840   $216,170   $171,385

Europe .........................     41,020     35,271    101,819

Other ..........................      6,768      6,509      7,068

    Total Identifiable Assets ..   $261,628   $257,950   $280,272
_________________________________________________________________



NOTE 15 - ACQUISITION OF THEPIT.COM, INC.

On August 26, 2001, the Company acquired all of the outstanding  common stock of
thePit.com,  Inc., which operates a sports card exchange, for a net $5.7 million
in cash.  The  acquisition  was  accounted  for  using  the  purchase  method of
accounting. The financial statements of thePit.com,  Inc. have been consolidated
into the  financial  statements  of the Company.  As part of the purchase  price
allocation,  $780,000  ($470,000  for  technology  and  $310,000  for  marketing
agreements) was reclassified from goodwill to intangibles and is being amortized
over 5 years. The amount of goodwill  remaining after the  reclassification  was
$4.1 million.
















                                       29

<PAGE>

NOTE 16 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of cash,  accounts  receivable,  accounts payable and accrued
liabilities approximates fair value due to their short-term nature.

The Company enters into foreign currency forward  contracts to hedge its foreign
currency  exposure.  As of March 1, 2003,  the Company had  outstanding  foreign
currency forward contracts, which will mature at various dates, in the amount of
$27,286,000,  which is over 60% of the contracts  maturing within six months, as
compared to  $12,504,000  as of March 2, 2002.  The fair value of these  forward
contracts  is the amount the  Company  would  receive  or pay to  terminate  the
contracts.  The  approximate  pre-tax  impact  on  earnings  to the  Company  to
terminate these  agreements as of March 1, 2003 and March 2, 2002 was $(400,000)
and $519,000,  respectively. The Company believes there is no significant credit
risk of  non-performance  by counter  parties of the  foreign  currency  forward
contracts.


NOTE 17 - QUARTERLY RESULTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>
                                              2003                                   2002
__________________________________________________________________________________________________________
                               1st       2nd       3rd       4th       1st       2nd       3rd       4th
__________________________________________________________________________________________________________
                                              (In thousands of dollars, except share data)
<S>                          <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net sales ................   $87,739   $69,999   $66,656   $65,685   $86,892   $81,214   $72,052   $60,022

Gross profit on sales ....    32,635    25,296    21,649    22,154    37,702    36,207    22,259    17,673

Income from operations ...    10,665     6,311       813     2,993    16,993    12,295     5,917     1,359

Net income ...............     7,341     4,692     2,910     1,993    11,629     8,852     6,532     1,449

Net income per share
  - basic ................   $  0.17   $  0.11   $  0.07   $  0.05   $  0.27   $  0.20   $  0.15   $  0.03
  - diluted ..............   $  0.17   $  0.11   $  0.07   $  0.05   $  0.26   $  0.20   $  0.15   $  0.03
__________________________________________________________________________________________________________
</TABLE>


NOTE 18 - COMMITMENTS AND CONTINGENCIES

Future minimum payments under  non-cancelable  leases which extend into the year
2014 are $1,531,000  (2004),  $1,531,000 (2005),  $1,531,000 (2006),  $1,454,000
(2007), $1,400,000 (2008) and $2,980,000 thereafter.

Future  minimum  payments  required  under the  Company's  existing  sports  and
entertainment  contracts,  with various expiration dates extending into the year
2004, are estimated to be $12,162,000.

Total royalty  expense under the Company's  sports and  entertainment  licensing
contracts was $25,344,000 (2003), $25,669,000 (2002) and $46,727,000 (2001).

Advertising and marketing  expenses (which encompass media spending and consumer
promotions  costs)  included in selling,  general  and  administrative  expenses
amounted to $20,145,000 (2003), $18,790,000 (2002), and $21,514,000 (2001).

The Company  transacts  business in many  countries,  utilizing  many  different
currencies.  It is thus exposed to the effect of exchange rate  fluctuations  on
sales and purchase  transactions.  The Company enters into both foreign currency
forward  contracts  and options on currency  forward  contracts  to manage these
exposures and to minimize the effects of foreign  currency  transactions on cash
flow.  Such  contracts  are  entered  into  primarily  to hedge  against  future
commitments.  The Company does not engage in foreign currency  speculation.  The
Company  may be  exposed  to credit  losses in the event of  non-performance  by
counterparties to these instruments.  Management believes,  however, the risk of
incurring  such losses is remote as the  contracts  are entered  into with major
financial institutions.






                                       30

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


Board of Directors and Stockholders

The Topps Company, Inc.:

We have  audited  the  accompanying  consolidated  balance  sheets  of The Topps
Company,  Inc. and  Subsidiaries  as of March 1, 2003 and March 2, 2002, and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for each of the three  years in the  period  ended  March 1,  2003.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of The Topps Company, Inc. and Subsidiaries as
of March 1, 2003 and March 2, 2002 and the results of their  operations and cash
flows  for  each of the  three  years  in the  period  ended  March  1,  2003 in
conformity with accounting principles generally accepted in the United States of
America.

As discussed in Note 6 of the notes to the consolidated financial statements, in
2003 the  Company  changed  its  method of  accounting  for  goodwill  and other
intangible  assets to conform to  Statement of  Financial  Accounting  Standards
("SFAS") No. 142.



/DELOITTE & TOUCHE LLP/
----------------------
DELOITTE & TOUCHE LLP

New York, New York
April 4, 2003
































                                       31
<PAGE>

MARKET AND DIVIDEND INFORMATION

The  Company's  common stock is traded on the Nasdaq  National  Market under the
symbol TOPP. The following table sets forth, for the periods indicated, the high
and low sales  price for the common  stock  during the last two fiscal  years as
reported  on the  Nasdaq  National  Market.  As of March  1,  2003,  there  were
approximately 4,500 holders of record.


                             Fiscal year ended       Fiscal year ended
                               March 1, 2003           March 2, 2002
_________________________________________________________________________
                            High Price  Low Price   High Price  Low Price
_________________________________________________________________________
First quarter                $ 11.06      $ 9.35      $ 10.40     $ 8.78

Second quarter               $ 10.57      $ 8.20      $ 12.29     $ 9.60

Third quarter                $  9.93      $ 7.36      $ 12.16     $ 9.05

Fourth quarter               $  9.97      $ 7.79      $ 12.49     $ 9.06
_________________________________________________________________________


The  Company  did not pay a dividend  in fiscal  2003,  and any future  dividend
payments,  should they occur, would require an amendment of the Company's Credit
Agreement.  See "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations  -  Liquidity  and  Capital  Resources"  and  "Notes  to
Consolidated Financial Statements - Note 9."
















































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<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>

                                            2003           2002           2001           2000           1999
________________________________________________________________________________________________________________
                                                (In thousands of dollars, except share data, unaudited)
<S>                                    <C>            <C>            <C>            <C>            <C>
OPERATING DATA:

Net sales ..........................   $    290,079   $    300,180   $    437,440   $    374,193   $    229,414

Gross profit on sales ..............        101,734        113,841        199,911        166,895         93,037

Selling, general and administrative
 expenses ..........................         81,136         77,062         80,958         72,798         70,534

Income from operations .............         20,782         36,564        121,917         94,852         26,658

Interest income (expense), net .....          2,516          4,894          5,717          1,712           (454)

Net income .........................         16,936         28,462         88,489         59,215         15,571

Income from operations per share
                     - basic .......   $       0.50   $       0.85   $       2.71   $       2.04   $       0.57

                     - diluted .....   $       0.49   $       0.83   $       2.63   $       2.00   $       0.57

Net income per share - basic .......   $       0.41   $       0.66   $       1.97   $       1.28   $       0.34

                     - diluted .....   $       0.40   $       0.64   $       1.91   $       1.25   $       0.33

Cash dividends .....................           --             --             --             --             --

Wtd. avg. shares outstanding
                     - basic .......     41,353,000     43,073,000     45,011,000     46,398,000     46,415,000

                     - diluted .....     42,065,000     44,276,000     46,366,000     47,463,000     46,678,000
________________________________________________________________________________________________________________

BALANCE SHEET DATA:

Cash and equivalents ...............   $    114,259   $    121,057   $    158,741   $     75,853   $     41,728

Working capital ....................        141,484        136,389        140,487         71,952         24,919

Net property, plant and equipment ..         14,606         14,606         11,181          9,181          7,429

Long-term debt, less current portion           --             --             --             --            5,158

Total assets .......................        261,628        257,950        280,272        203,313        151,453

Stockholders' equity ...............   $    196,768   $    194,054   $    196,542   $    129,175   $     77,224
________________________________________________________________________________________________________________
</TABLE>


Certain items in the prior years' financial statements have been reclassified to
conform with the current year's presentation. Fiscal 2000 and 1999 Net sales and
SG&A do not reflect the  reclassification  of slotting  expenses included in the
figures for fiscal  2001,  2002 and 2003.  Fiscal  1999  Income from  operations
includes  non-recurring  income  of  $3.5  million  related  to the  sale of the
Company's Cork, Ireland manufacturing facility and of equipment in Cork, Ireland
and Duryea, Pennsylvania.











                                       33

<PAGE>

<TABLE>
<CAPTION>
<S>                             <C>                            <C>
BOARD OF DIRECTORS

Arthur T. Shorin*               Ann Kirschner                  Jack H. Nusbaum
Chairman, Chief Executive       President                      Senior Partner and Chairman
Officer and President           Comma International            Willkie Farr & Gallagher


Allan A. Feder                  David Mauer                    Richard Tarlow
Independent Business            Chief Executive Officer        Chairman
Consultant                      E&B Giftware, LLC              Carlson & Partners


Stephen D. Greenberg            Edward D. Miller*              Stanley Tulchin*
Managing Director               Senior Advisor                 Chairman
Allen & Company, LLC            Former President and CEO       Stanley Tulchin
                                AXA Financial, Inc.            Associates, Inc.

</TABLE>

*Nominated to stand for re-election to the Company's Board of Directors at the
 2003 Annual Meeting of Stockholders.


<TABLE>
<CAPTION>
<S>                             <C>                            <C>                          <C>
OFFICERS

Arthur T. Shorin                Edward P. Camp                 Ira Friedman                 Catherine K. Jessup
Chairman, Chief Executive       Vice President and President   Vice President -             Vice President - Chief
Officer and President           - Hobby Division               Publishing and New Product   Financial Officer
                                                               Development

Scott Silverstein               Michael P. Clancy              Warren Friss                 William G. O'Connor
Executive Vice President        Vice President -               Vice President -  Internet   Vice President -
                                International and Managing     Business and General         Administration
                                Director, Topps                Counsel
                                International Limited

Ronald L. Boyum                 Michael J. Drewniak            Leon J. Gutmann              John Perillo
Vice President - Marketing      Vice President -               Assistant Treasurer and      Vice President - Operations
and Sales and General           Manufacturing                  Assistant Secretary
Manager Confectionery

</TABLE>




<TABLE>
<CAPTION>
<S>                             <C>                             <C>                          <C>
SUBSIDIARIES

Topps Argentina SRL             Topps Canada, Inc.             Topps International          Topps UK Limited
Managing Director -             General Manager -              Limited                      Managing Director -
Juan P. Georgalos               Michael Pearl                  Managing Director -          Jeremy Charter
                                                               Michael P. Clancy

Topps Europe Limited            Topps Italia SRL               Topps Enterprises, Inc.      Topps Finance, Inc.
Managing Director -             Managing Director -
Christopher Rodman              Furio Cicogna

</TABLE>









                                       34

<PAGE>

<TABLE>
<CAPTION>
<S>                             <C>                             <C>
CORPORATE  INFORMATION

Annual Meeting                  Corporate Counsel               Registrar and Transfer Agent
Thursday, June 26, 2003         Willkie Farr & Gallagher        American Stock Transfer
10:30 A.M.                      787 Seventh Avenue                  & Trust Company
J.P.  Morgan Chase & Co.        New York, NY 10019              59 Maiden Lane
270 Park Avenue                                                 New York, NY 10038
New York, NY  10017                                             877-777-0800 ext 6820

Investor Relations              Independent Auditors
Brod Group, LLC                 Deloitte & Touche LLP
445 Park Avenue                 Two World Financial Center
New York, NY 10036              New York, NY 10281

</TABLE>

________________________________________________________________________________

Form 10-K -- A copy of the  Company's  Annual  Report on Form 10-K as filed with
the  Securities and Exchange  Commission  will be available at the Topps website
www.topps.com or upon written request to the Assistant Treasurer.
















































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