REMINGTON PRODUCTS CO LLC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 - For the fiscal year ended December 31, 2000.

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
Commission file number 333-07429

Remington Products Company, L.L.C.
----------------------------------
(Exact name of registrant as specified in its charter)

Delaware 06-1451076
- -------------------------------------- -----------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

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

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

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

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

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

11% Series B Senior Subordinated Notes due 2006
-----------------------------------------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

PART I

ITEM 1. Business

General

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

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

Description of Business

The Company distributes its products through three operating segments which
are comprised of 1) the North American segment, which sells product through
mass-merchant retailers, department stores and drug store chains throughout the
United States and Canada, 2) the International segment, which sells product
through an international network of subsidiaries and distributors, and 3) the
U.S. Service Stores segment consisting of Company-owned and operated service
stores throughout the United States. Additional financial information relating
to Remington's three operating segments is set forth in Note 14 (Business
Segment and Geographic Information) of the "Notes to the Consolidated Financial
Statements" of the Company appearing elsewhere herein.

Products

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

Shaver and Grooming Products. The Company distributes a complete line of
shaver and grooming products. The Company's primary men's electric shavers
consist of the MicroScreen(R) line of single, dual and triple foil shavers as
well as the MicroFlex(R) line of rotary shavers marketed in North America and
the Fast Track(R) line of rotary shavers marketed internationally. In addition,
the Company also has the Intercept(R) line of premium shavers, primarily
marketed internationally, and certain specialty shavers such as the "Wet/Dry
Sport" shaver. The women's electric shaver category includes a full line of
women's Smooth & Silky(R) wet/dry shavers as well as epilators. The Company
distributes electric shaver accessories consisting of shaver replacement parts
(primarily foils and cutters), preshave products and cleaning agents. Grooming
products consist of the Precision(R) line, including beard and mustache
trimmers, nose hair and ear hair trimmers, and personal groomers, which offer a
selection of grooming accessories, as well as a line of home haircut kits.
Shaver and grooming products accounted for approximately 52%, 48% and 49% of the
Company's net sales for the years ended December 31, 2000, 1999 and 1998,
respectively.

2

Hair Care and Wellness. The hair care products consist of hair dryers,
hairsetters, curling irons, hot air brushes and lighted mirrors. The hair dryer
category includes the Company's Vortex(R) hair dryers, Pro Air(R) chrome dryers
and a line of fashion dryers. The Company's hairsetter products include the
Remington Express Set(R) hairsetter and the Smart Setter(R) hairsetter, both of
which incorporate proprietary technologies of color change and wax core.
Wellness products primarily consist of Remington's Spa Therapy Collection(TM)
and include paraffin wax hand spas, foot spas, facial steamers and manicure
kits. Hair care and wellness products accounted for approximately 31%, 30% and
28% of the Company's net sales for the years ended December 31, 2000, 1999 and
1998, respectively.

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

Distribution

The Company's products are sold in the United States and internationally in
over 85 countries through mass merchandisers, catalog showrooms, drug store
chains and department stores, in addition to the Company's service stores.

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

On a worldwide basis, Wal-Mart accounted for approximately 25%, 22% and 19%
of the Company's net sales during the years ended December 31, 2000, 1999 and
1998, respectively. No other customer accounted for more than 10% of the
Company's net sales in the three year period ended December 31, 2000.

U.S. Service Stores

As of March 1, 2001, the Company owned and operated a chain of 89 service
stores in the United States. During 2000 there were an average of 93 stores open
compared to an average of 99 stores in 1999 and 97 stores in 1998. The stores
are primarily located in shopping malls and outlet malls and sell and service a
variety of Remington and non-Remington shavers, personal care and other
products. The service stores also oversee sales of replacement parts to
approximately 300 independent authorized shaver service dealers across the
United States. In 2000, 1999 and 1998 the Company's U.S. Service Stores segment
generated approximately 12%, 14% and 16%, respectively, of the Company's net
sales.

3

Suppliers

All of the Company's finished goods inventories are manufactured for the
Company by third party suppliers primarily located in China and Japan. The
Company maintains ownership of tools and molds used by many of its suppliers.
The Company's most significant suppliers, Izumi Products, Inc., Fourace
Industries, Ltd. and Raymond Industrial Ltd., accounted for approximately 54% of
the Company's overall cost of sales in 2000. Remington has had a relationship
with its suppliers for many years and management considers its present
relationships to be good.

During 1998, the Company ceased the assembly of foil shavers in Bridgeport,
Connecticut. The Company continues to manufacture foil cutting systems in
Bridgeport using proprietary cutting technology and a series of specially
designed machines. These systems are then shipped to third party suppliers for
inclusion in the finished product.

Research and Product Development

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

During 2000, 1999 and 1998, research and development expenditures by the
Company amounted to approximately $4.2, $4.0 and $4.3 million, respectively.

Patents and Trademarks

The Company owns approximately 112 patent and patent applications in
various countries for both design and utility. The Company's patents primarily
cover electric shavers, cutting and trimming mechanisms and hair care and
wellness products. In addition, the Company maintains over 1,400 different
trademarks around the world, which are utilized in connection with its products.

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

4

Competition

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

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

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

Employees

As of March 1, 2001, the Company employed approximately 830 people worldwide
of which approximately 100 were employed part-time in the Company's service
stores. None of the Company's employees are represented by a union. Remington
believes relations with its employees are good.

Environmental Matters

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

5

International Operations and Distribution

Remington's international segment generated approximately 31%, 36% and 36%
of the Company's net sales in 2000, 1999 and 1998, respectively. The Company's
international network of subsidiaries and distributors currently extends to over
85 countries worldwide. The Company distributes its products through direct
sales forces located in the United Kingdom, Germany, Italy, France, Sweden,
Holland, Ireland, Australia, New Zealand and South Africa. In all other parts of
the world the Company distributes its products through local distributors.

The Company distributes products internationally through department stores,
catalog showrooms, mass merchandisers, drug stores, specialized shaver shops and
mail order distributors as well as through the Company's 11 service stores in
the United Kingdom. In June 2000, the Company sold its 12 service stores in
Australia.

Additional financial information relating to Remington's international
operations is set forth in Note 14 (Business Segment and Geographic Information)
of the "Notes to Consolidated Financial Statements" of the Company appearing
elsewhere herein.

ITEM 2. Properties

The following table sets forth information as of March 1, 2001 concerning
the principal facilities of the Company.

Facility Function Square Feet

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

In addition to these properties, Remington leases offices and/or warehouse
space in the United States, Canada, the United Kingdom, Germany, France, Italy,
Ireland, Australia, New Zealand, South Africa, Hong Kong and China. Remington
also leases retail space for its 100 service stores, of which 89 are in the
United States and 11 are in the United Kingdom. Leases for service stores
generally extend up to five years. The majority of the leases contain escalation
clauses, which provide for increases in rent to enable the lessor to recover
future increases in certain operating costs. Certain leases require additional
payments based on sales volume.

6

ITEM 3. Legal Proceedings

Philips Electronics NV v. Remington Consumer Products Limited

This action involves a claim by Philips, that Remington's sale of rotary
shavers in the United Kingdom infringed plaintiff's design patent and trademark.
Plaintiff is seeking an injunction and damages on all rotary shavers sold by
Remington. Remington is vigorously defending the action. Pursuant to the
judgment after trial, the court found that Remington did not infringe
Plaintiff's design patent or trademark and that Plaintiff's trademark was
invalid. Plaintiff appealed the judgment with respect to the trademark issue and
on May 5, 1999, the Court of Appeal, in a "provisional view," upheld the
decision of the High Court that there was no infringement by Remington of the
registered trademark and that the registered trademark was invalid. The Court of
Appeal held that the issues between the parties raised difficult questions of
construction of the Trademark Directive of the European Community (the
"Directive") and referred seven questions relating to the construction of the
Directive to the European Court of Justice for its opinion. Oral argument before
the European Court of Justice occurred on November 29, 2000. On January 23,
2001, the Advocate General to the European Court of Justice delivered his
opinion in the case to the court, to the effect that the Directive must be
interpreted to mean that, if the essential features of a shape serve the
achievement of a technical result, the shape cannot be the subject of a valid
trademark registration. In so doing, the Advocate General supported the position
advanced by Remington in the case. The Advocate General also noted in his
opinion that this interpretation is not effected by the possibility that
alternative rotary shaver head designs may exist that could achieve the rotary
shaving function. The opinion of the European Court of Justice is expected some
time in the first six months of 2001 although no assurance can be given in this
regard. This opinion will be forwarded to the Court of Appeal which will, in
turn, bring its provisional judgment of May 5, 1999 into line with that opinion.

Due to the limited number of rotary shavers sold by Remington in the United
Kingdom, the potential damages, even if Remington loses the suit, are not
material. Furthermore, pursuant to the terms of an agreement with Izumi Products
Company ("Izumi") dated April 1, 1996, all expenses and losses (including any
potential damages) arising from or in connection with this litigation will be
shared equally with Izumi.

On February 15, 2000, Philips commenced a second action against Remington
in the High Court of Justice of the United Kingdom in a suit captioned
Koninklijke Philips Electronics NV and Remington Consumer Products Limited. The
second suit alleges that the sale of Remington rotary shavers infringes Philips'
registered trademark. Philips seeks injunctive relief, mandatory delivery or
destruction of the allegedly infringing articles, damages, and other relief.
This second case differs from the first action described above only in that it
involves a registered trademark which differs in minor respects from the
registered trademark at issue in the first action. The Company believes that the
issues are the same in both actions and the outcome of the second action will
ultimately be determined based on the outcome of the first action. The second
suit has been stayed by agreement of the parties pending the determination of
the European Court of Justice in the first action.

7

Philips Electronics NV v. Remington Products Australia Pty., Ltd.

This action involves a claim by Philips, that Remington's sale of rotary
shavers in Australia infringes Plaintiff's registered design and trademarks.
Plaintiff had obtained a preliminary injunction (which was subsequently lifted)
and is seeking a permanent injunction and damages with respect to all rotary
shavers sold by Remington in Australia. Remington is vigorously defending the
action. On June 18, 1999, the Australian Federal Court held that: (a) there was
no trademark or design infringement by Remington; (b) there was no obvious or
fraudulent imitation by Remington of Philips' registered design; (c) there was
no misleading or deceptive conduct by Remington; and (d) Remington had not
engaged in unfair competition. The Court also lifted the injunction. In response
to Remington's cross-claim, the Court declined to declare that the Philips'
pending trademark application was invalid or to require that Philips' registered
design or pending trademark application be removed from the appropriate
Registers. Philips appealed all of the findings of the Australian Federal Court,
which appeal was heard on February 28, 29, and March 1, 2000. On June 30, 2000,
the Full Federal Court dismissed the appeal by Philips. On July 28, 2000,
Philips filed an Application for Special Leave to Appeal to the High Court of
Australia. A hearing with respect to such Application is scheduled to be held at
the High Court on April 6, 2001, and the High Court will thereafter determine
whether or not to grant Philips leave to appeal. Such appeal, if granted, would
probably be heard by the High Court either later in 2001 or early in 2002.

Due to the limited number of rotary shavers sold by Remington in Australia,
the potential damages, even if Remington loses the suit, are not material.
Furthermore, pursuant to the terms of an agreement with Izumi dated April 1,
1996, all expenses and losses (including any potential damages) arising from or
in connection with this litigation will be shared equally with Izumi.

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

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

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

Due to the limited number of rotary shavers sold by Remington in France,
the potential damages, even if Remington loses the suit, are not material.
Furthermore, pursuant to the terms of an agreement with Izumi dated March 31,
2000, all expenses and losses (including any potential damages) arising from or
in connection with the litigation will be shared equally with Izumi.

8

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

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

Due to the limited number of rotary shavers sold by Remington in Italy, the
potential damages, even if Remington loses the suit, are not material.
Furthermore, pursuant to the terms of an agreement with Izumi dated March 31,
2000, all expenses and losses (including any potential damages) arising from or
in connection with the litigation, will be shared equally with Izumi.

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

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

No matters were submitted to a vote of securities holders during the fourth
quarter of 2000.

PART II

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

(a) Market Information

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

(b) Holders

As of March 1, 2001, there were two beneficial owners of the Equity.

(c) Dividends

No cash distributions have been paid with respect to the Equity since its
inception in May 1996. In addition, the Company's long-term debt arrangements,
which are discussed in Note 6 of the "Notes to Consolidated Financial
Statements," significantly restrict the payment of dividends.

9

(d) Recent Sales of Unregistered Securities

None.

ITEM 6. Selected Financial Data

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

Successor Predecessor(1)
-------------------------------------------------------------------- --------------
Year Year Year Year Year 21 Weeks
Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31, December 31, December 31, May 23,
2000 1999 1998 1997 1996 1996
------------ ------------ ------------ ------------ ------------ ---------

Statement of Operations Data:

Net sales $365,149 $318,766 $268,357 $241,572 $185,286 $ 56,713

Operating income (loss) 38,255 29,120 6,016 (2) 14,146 12,508 (16,951)
Interest expense 24,774 21,723 20,499 19,318 12,164 2,228

Net income (loss) (3) 12,737 6,035 (15,337) (7,923) (3,172) (18,191)

Depreciation and amortization 5,753 5,555 5,169 4,767 2,379 2,005

Balance Sheet Data (at period end):

Working capital $106,039 $85,053 $68,294 $76,361 $ 77,860 N/A

Total assets 242,487 223,990 195,727 205,245 214,823 N/A

Total debt 203,266 195,841 187,668 181,240 171,631 N/A

Cumulative Preferred Dividend (4) 44,835 32,921 22,336 12,932 4,576

------------------------------
(1) Represents financial data of RPC, the "predecessor" company, prior to May
23, 1996.
(2) Includes non-recurring charges related to restructuring and reorganization
activities of $9.6 million.
(3) Due to the fact that the Company is a limited liability company ("L.L.C.")
federal income taxes on net earnings of the Company are payable directly by
the members pursuant to the Internal Revenue Code. Accordingly, no
provision has been made for federal income taxes for the Company. However,
certain state and local jurisdictions do not recognize L.L.C. status for
taxing purposes and require taxes to be paid on net earnings. Furthermore,
earnings of certain foreign operations are taxable under local statutes.
(4) Dividend payments are subject to restrictions by the terms of the Company's
debt agreements. See Note 6 of the "Notes to Consolidated Financial
Statements."

10

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

The following table sets forth the Company's consolidated statements of
operations, including net sales by its North American, U.S. Service Stores, and
International operating segments, as well as the Company's consolidated results
of operations expressed as a percentage of net sales for the years ended
December 31, 2000, 1999 and 1998 (in millions except for percentages). The
discussion should be read in connection with the Consolidated Financial
Statements and accompanying notes thereto appearing elsewhere herein.

2000 1999 1998
Net Sales: ------------------ -------------------- --------------------
$ % $ % $ %

North America $207.6 56.9 $158.3 49.7 $130.4 48.6
International 114.8 31.4 116.1 36.4 95.6 35.6
U.S. Service Stores 42.7 11.7 44.4 13.9 42.4 15.8
------- ----- ----- ----- ------- ------
365.1 100.0 318.8 100.0 268.4 100.0
Cost of sales 201.7 55.2 176.3 55.3 159.2(1) 59.3
------- ----- ----- ----- ------- ------
Gross profit 163.4 44.7 142.5 44.7 109.2 40.7

Selling, general and
administrative expenses 123.1 33.8 111.4 34.9 94.4 35.2
Restructuring and
reorganization charge - - - - 6.8 2.5
Intangible amortization 2.0 0.5 2.0 0.6 2.0 0.7
------- ----- ----- ----- ------- ------

Operating income 38.3 10.5 29.1 9.2 6.0 2.3

Interest expense 24.8 6.8 21.7 6.8 20.5 7.6
Other expense 0.4 0.1 0.2 0.1 0.4 0.2
------ ----- ----- ----- ------- ------
Income (loss)before
income taxes 13.1 3.6 7.2 2.3 (14.9) (5.5)
Provision for income taxes 0.4 0.1 1.2 0.4 0.4 0.2
------ ----- ----- ----- ------- ------

Net income (loss) $ 12.7 3.5% $ 6.0 1.9% $(15.3) (5.7)%
====== ===== ===== ===== ======= ======

(1) Includes a $2.8 million charge for inventory write-downs related to
restructuring and reorganization activities.

Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999

Net Sales. Net sales for the year ended December 31, 2000 were $365.1
million, an increase of 15% compared to $318.8 million for the year ended
December 31, 1999. This increase is attributable to the North American
operations which experienced continued strong growth. Net sales in the
International business decreased over the prior year as a result of negative
currency impacts and the U.S. Service Stores segment decreased as a result of
fewer stores. Before the negative impact of foreign currency translation,
consolidated net sales increased 18% over the prior year.

11

Net Sales in North America for the year ended December 31, 2000 increased
31% to $207.6 million compared to $158.3 million for the year ended December 31,
1999 as major product lines experienced strong growth. Shaver and grooming sales
increased primarily as a result of new product introductions in both the men's
and women's shaver lines, the continued strong performance of the Precision(R)
line of beard and mustache trimmers and the 1999 introduction of the personal
groomer. The hair care category experienced significant increases in hair dryer
sales which were primarily driven by a continued demand for the Vortex(R)
hairdryer, while the increased sales of wellness products were led by a strong
demand for the newly introduced models of paraffin wax hand spas.

International net sales were $114.8 million for the year ended December 31,
2000, a decrease of 1% compared to $116.1 million for the year ended December
31, 1999. Excluding the $12.1 million negative impact of foreign currency
translations, net sales in the International business actually increased 9%
primarily as a result of growth in the Company's European markets, particularly
the United Kingdom, Germany, Italy and Ireland. This growth is reflected in all
major product categories as a result of new product introductions and increased
distribution.

Net sales through the Company's U.S. Service Stores decreased 4% to $42.7
million for the year ended December 31, 2000 compared to $44.4 million for the
year ended December 31, 1999. The decrease was due to an average of six fewer
stores open during the year ended December 31, 2000. Same store sales, defined
as all stores operating for twelve months in 2000 and in 1999, increased 3.6%
from 1999 to 2000.

Gross Profit. Gross profit was $163.4 million or 44.7% of net sales for the
year ended December 31, 2000 compared to $142.5 million or 44.7% of net sales
for the year ended December 31, 1999. The gross profit percentage in North
America increased in 2000 primarily due to an improved product mix and the
impact of the Company's continuous cost reduction efforts. This increase was
offset by a decrease in the International percentage which was caused primarily
by the strengthening of the U.S. dollar against foreign currencies as purchases
are made in U.S. dollars. The gross profit percentage in the Company's U.S.
Service Stores for the year ended 2000 remained consistent with 1999.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $123.1 million for the year ended December
31, 2000 compared with $111.4 million for the year ended December 31, 1999.
Despite an increased investment in advertising and promotion, total selling,
general and administrative expenses decreased as a percentage of sales from
34.9% in 1999 to 33.8% in 2000 primarily as a result of the higher sales in
2000.

Operating Income. Operating income for the year 2000 increased to $38.3
million or 10.5% of net sales compared to $29.1 million or 9.2% of net sales in
1999. The increase in operating income is attributable to the increased sales
and lower selling, general and administrative expenses as a percentage of sales.

Interest Expense. Interest expense was $24.8 million for the year ended
December 31, 2000 compared to $21.7 million for the year ended December 31,
1999. The increase is due to higher average borrowings and higher interest rates
during 2000, as well as higher amortization of deferred financing fees.

12

Provision for Income Taxes. The net expense for income taxes was $0.4
million for the year 2000 compared to a net expense of $1.2 million in 1999. The
decrease is due to lower pretax earnings in the International segment and the
recognition of certain foreign tax refunds related to prior years.

Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998

Net Sales. Net sales for the year ended December 31, 1999 increased 19% to
$318.8 million compared to $268.4 million for the year ended December 31, 1998.
Each operating segment experienced sales increases with sales growth occurring
throughout the major product lines. Increases in shavers and accessories was
largely due to the introduction of new products. The grooming category increased
due to new product introductions in 1998 of the men's Precision(TM) line of
beard and mustache trimmers as well as the introduction of the personal groomer
in 1999. Personal care sales increased on the strength of new hair dryers, and
sales of wellness products increased on new product introductions, such as the
paraffin wax hand spa.

Net sales in North America were $158.3 million for the year ended December
31, 1999, an increase of 21% over the prior year. This increase is due to the
introduction of new products in the United States and Canada.

Net sales for the International business increased 21% to $116.1 million in
1999 compared to $95.6 million in 1998. Increases were noted in all major
countries, particularly the United Kingdom, Australia and Germany. Net sales in
1999 were negatively impacted by unfavorable exchange rates compared to 1998 by
approximately $2.4 million, primarily in the U.K. and Germany.

Net sales by the Company's U.S. Service Stores were $44.4 million for the
year ended December 31, 1999 compared to $42.4 million in 1998, despite a
decrease in the number of stores. During 1999, the Company closed a net of ten
stores, bringing the total number of U.S. stores to 94 at December 31, 1999.
Among the stores closed were ten service stores located within the California
based Fedco chain which were closed in August 1999 in conjunction with the
closing of the Fedco chain. Same store sales increased 4% from 1998 to 1999.
Same store sales are defined as all stores operating for twelve months in 1999
and in 1998 except the ten Fedco stores which includes the first eight months of
1999 and the comparable eight months of 1998.

Gross Profit. Gross profit increased to $142.5 million, or 44.7% of net
sales for the year ended 1999, from $109.2 million, or 40.7% of net sales for
the year ended 1998. Included in 1998 cost of sales is a $2.8 million
non-recurring charge related to the restructuring of the Company's Connecticut
shaver assembly operations. Excluding this charge, 1998 gross profit percentage
would have been 41.7%. The percentage increase over 1998 is due to cost savings
from the 1998 move of the subassembly operations from Bridgeport, CT to a third
party supplier located in China. In addition, changes in product mix to higher
margin products also contributed to the increase.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $111.4 million for the year ended December
31, 1999, compared to $94.4 million for the year ended December 31, 1998, as
investments in advertising, promotion and product development continued and as
distribution increased primarily as a result of higher volume. Selling, general
and administrative expenses, as a percentage of net sales, decreased to 34.9% in
1999 compared to 35.2% in 1998.

13

Operating Income. Operating income for the year ended December 31, 1999
increased to $29.1 million compared to $15.6 million (excluding $9.6 million of
non-recurring charges related to the 1998 restructure) for the year ended
December 31, 1998. The increased sales in 1999 over 1998 of $50.4 million
coupled with the increased gross profit percentage achieved were the primary
reasons for the increase.

Interest Expense. Interest expense increased to $21.7 million in 1999
compared to $20.5 million in 1998 as a result of higher average borrowings in
1999.

Provision for Income Taxes. The provision for income taxes was $1.2 million
in 1999 compared to $0.4 million in 1998 and relates to the Company's foreign
operations. The increase is due to the increased profitability over the prior
year.

Liquidity and Capital Resources

For the year ended December 31, 2000, the Company used approximately $3.9
million in cash for operating activities, compared to $2.0 million of cash
provided by operating activities in 1999. The decrease in cash flow from
operations in 2000 is the result of higher working capital levels necessary to
fund the Company's growth.

The Company's operations are not capital intensive. During 2000 and 1999,
the Company's capital expenditures, including tooling for new products, amounted
to $4.4 million and $3.5 million, respectively. Capital expenditures for 2001
are anticipated to be approximately $5.0 million.

During 2000, the Company's total borrowings, excluding currency impacts,
increased by $10.6 million. However, excluding currency impacts, cash increased
by $1.2 million over 1999, thereby increasing net borrowings by $9.4 million.

The Company's primary sources of liquidity are funds generated from
operations and borrowings available pursuant to the Senior Credit Agreement. The
original Senior Credit Agreement provides for $70.0 million in Revolving Credit
Facilities and $10.0 million in Term Loans. The Revolving Credit Facility is due
on June 30, 2002 and is subject to a borrowing base of 85% of eligible accounts
receivable and 60% of eligible inventory. In addition, the borrowing base can be
increased as needed by $10.0 million over the applicable percentage of eligible
receivables and inventories from March 16 through June 29 of 2001 (still limited
by the total amount of the facilities). The Term Loans are repayable quarterly
and mature on March 31, 2002.

The Senior Credit Agreement was amended to provide $15.0 million in
Supplemental Loans and a temporary Incremental Revolving Credit Facility of
$25.0 million to help fund the Company's seasonal working capital needs. As
required, borrowings under the Incremental Revolving Credit Facility were paid
off as of January 31, 2001, and the Supplemental Loans are due on June 30, 2001.
Additional information with respect to the Company's borrowings is included in
Note 6 of the "Notes to the Consolidated Financial Statements" of the Company
appearing elsewhere herein.

Given the significant growth experienced by the Company since 1997, the
Senior Credit Agreement is no longer adequate to meet the Company's working
capital needs. Further, based on current forecasts, the Company will be in
violation of certain covenants set forth in the Senior Credit Agreement later
this year. As a result of these two factors, the Company is presently preparing
an offering of additional senior subordinated notes on terms that are
substantially similar to the terms of the outstanding senior subordinated notes,
and is also negotiating the terms of a new senior credit facility to replace the
existing Senior Credit Agreement. There can be no assurance, however, that the
Company will successfully issue the senior subordinated notes or negotiate a new
senior credit facility. In the event that the Company is unsuccessful in one or
both of these transactions, it will evaluate other refinancing alternatives
including, among other alternatives, seeking to amend the existing Senior Credit
Agreement. There can be no assurance that the Company would ultimately be
successful in amending the Senior Credit Agreement or in any other refinancing
efforts.

14

Seasonality

Sales of the Company's products are highly seasonal, with a large
percentage of net sales occurring during the Christmas selling season. The
Company typically derives on average 40% of its annual net sales in the fourth
quarter of each year. As a result of this seasonality, the Company's inventory
and working capital needs fluctuate substantially during the year. In addition,
Christmas orders from retailers are often made late in the year, making
forecasting of production schedules and inventory purchases difficult. Any
adverse change in the Company's results of operations in the fourth quarter
would have a material adverse effect on the Company's financial condition and
results of operations for the year.

Inflation

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

EURO Conversion

On January 1, 1999, eleven of fifteen member countries of the European
Union entered a three year transition phase during which one common legal
currency (the "euro") was introduced. Beginning in January 2002, new
euro-denominated bills and coins will be issued, and local currencies will be
removed from circulation. The Company's international businesses affected by the
euro conversion comprise approximately 6% of the Company's net sales for the
year ended December 31, 2000. The Company has addressed the issues raised by the
euro currency conversion, which include, among others, the need to adapt
computer and financial systems and business processes to accommodate
euro-denominated transactions and the impact of one common currency on pricing.
Management believes the introduction of the euro has had no significant impact
to date on financial position, results of operations and cash flows and is not
expected to have a significant impact in the future. Management will continue to
monitor this impact.

15

Forward Looking Statements

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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

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

Interest Rate Risk. The Company's debt portfolio is comprised of fixed rate
debt consisting of $130.0 million of Senior Subordinated Notes and approximately
$73.0 million of variable rate debt, primarily borrowings under the Senior
Credit Agreement. For further details, refer to Note 6, of the "Notes to the
Consolidated Financial Statements" of the Company appearing elsewhere herein.

The Company's primary interest rate exposures relate to its fixed and
variable rate debt, and any cash holdings. For the purposes of the sensitivity
analysis, the potential loss in fair values is based on an immediate change in
the net present values of the Company's interest rate sensitive exposures
resulting from an immediate 10% change in interest rates. The potential loss in
cash flows and earnings is based on the change in the net interest expense over
a one year period due to an immediate 10% change in rates. A hypothetical 10%
change in interest rates does not have a material impact on the fair values,
cash flows or earnings of the Company for either 2000 or 1999.

16

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

The Company's primary currency rate exposures relate to its intercompany
debt, cash and foreign currency forward contracts. For the purposes of this
sensitivity analysis, the potential loss in fair values is based on an immediate
change in the U.S. dollar equivalent balances of the Company's currency
exposures due to a 10% shift in currency exchange rates. The potential loss in
cash flows and earnings is based on the change in cash flow and earnings over a
one-year period resulting from an immediate 10% change in currency exchange
rates. A hypothetical 10% change in the currency exchange rates does not have a
material impact on the fair values, cash flows or earnings of the Company for
either 2000 or 1999.

ITEM 8. Financial Statements and Supplementary Data

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

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

None

17

PART III

ITEM 10. Directors and Executive Officers of the Registrant.

The following table sets forth certain information as of March 1, 2001 with
respect to each executive officer of the Company and individuals who are
directors on the Remington Management Committee.

Name Age Positions and Offices
- ---- --- ---------------------

Neil P. DeFeo 54 Chief Executive Officer, President and Director
Joel K. Bedol 49 Vice President, General Counsel and Secretary
Wilan van den Berg 39 Executive Vice President International
Ann T. Buivid 48 President, U.S. Personal Care and Wellness Division
Alexander R. Castaldi 50 Executive Vice President, Chief Financial and Administrative Officer
Lawrence D. Handler 55 President, Remington Service Stores
Lester C. Lee 41 President, U.S. Shaver and Grooming Division
Timothy G. Simmone 35 Senior Vice President, Chief Technical Officer
Victor K. Kiam, II 74 Chairman and Director
Norman W. Alpert 42 Director
William B. Connell 60 Director
Stephen P. Donovan, Jr. 60 Director
Victor K. Kiam, III 41 Director
Kevin A. Mundt 47 Director
Arthur J. Nagle 62 Director
Daniel S. O'Connell 46 Director
Robert L. Rosner 41 Director
Steven M. Silver 32 Director

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

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

18

Wilan van den Berg has been Executive Vice President International since
September 1998. From 1995 to 1998 he was President and Chief Executive Officer
of Payer Electric Shaver and from 1987 until 1995, he was with the Philips
International Domestic Appliances and Personal Care division of Philips
Electronics N.V. in various sales and marketing positions, including Sales and
Marketing Director for Philips France.

Ann T. Buivid was appointed to the position of President, U.S. Personal
Care and Wellness Division in January 2000. Ms. Buivid previously held the
position of Vice President Worldwide Marketing and New Business Development of
Remington to which she was appointed in September 1998. From 1995 to 1998, Ms.
Buivid was Vice President, North American Marketing and New Business
Development, for the Household Products Group of Black & Decker Inc. Ms. Buivid
is currently a director of The Boyds Collection, Ltd.

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

Lawrence D. Handler has been President, Remington Service Stores, since
June 1996 and was Vice President and Chief Financial Officer of Remington
Service Stores from January 1995, when he joined Remington Products Company,
predecessor to the Company, until June 1996.

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

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

Victor K. Kiam, II has served as Chairman since May 1996. From 1979 until
1996 he served as Chief Executive Officer of Remington Products Company,
predecessor to the Company. Mr. Kiam is the Chairman of RPI Corp., Chairman of
the Board of Ronson P.L.C., Chairman of PIC Design and a director of CT
Holdings, Inc.

Norman W. Alpert has been a Director of Remington since May 1996. Mr.
Alpert is a Managing Director of Vestar Capital and was a founding partner at
its inception in 1988. Mr. Alpert is Chairman of the Board of Directors of Aearo
Corporation and Advanced Organics Holdings, Inc., and a director of
Russell-Stanley Holdings, Inc., Cluett American Investment Corporation,
Siegelgale Holdings, Inc., MCG Capital Corp. and Internet Venture Works, LLC,
all companies in which Vestar or its affiliates have a significant equity
interest.

19

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

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

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

Kevin A. Mundt has been a Director of Remington since 1997. Mr. Mundt has
been Vice President, Group Business Head of Mercer Management Consulting since
1997 and was co-founder and Managing Director of Corporate Decisions, Inc. since
its inception in 1983 until its merger with Mercer Management Consulting in
1997. Mr. Mundt is a director of Russell-Stanley Holdings, Inc. and Advanced
Organics Holdings, Inc., companies in which Vestar or its affiliates have a
significant equity interest, and of Telephone and Data Systems, Inc.

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

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

20

Robert L. Rosner has been a Director of Remington since May 1996. Mr.
Rosner is a Managing Director of Vestar Capital and was a founding partner at
its inception in 1988. Mr. Rosner presently also serves as Managing Director of
Vestar Capital Partners Europe. Mr. Rosner serves as a Director of
Russell-Stanley Holdings, Inc., a company in which Vestar or its affiliates have
a significant equity interest.

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

ITEM 11. Executive Compensation

Compensation of Executive Officers

The following Summary Compensation Table includes individual compensation
information during each of the last three years for the Company's Chief
Executive Officer and each of the next four most highly compensated executive
officers of the Company who were serving as executive officers of the Company at
the end of 2000 (collectively, the "Named Executive Officers") for services
rendered in all capacities to the Company. The Named Executive Officers'
respective titles are those in effect as of December 31, 2000.

Annual Compensation(1) All Other
Name and Principal Position Year Salary ($)(2) Bonus ($)(3) Compensation ($)(4)
- --------------------------- ---- ------------- ------------ --------------------

Neil P. DeFeo, CEO, President, and 2000 $596,828 $953,800 $5,250
Director 1999 431,635 652,500 2,767
1998 400,000 300,000 2,569

Alexander R. Castaldi, Executive VP 2000 324,231 351,488 4,601
and Chief Financial and 1999 283,077 370,500 3,868
Administrative Officer 1998 265,000 172,250 3,348

Wilan van den Berg, Executive VP 2000 275,000 138,536 (5) 16,000 (6)
International 1999 250,000 187,296 (5) 127,642 (7)
1998 68,750 35,000 30,800 (8)

Lester C. Lee, President, U.S. Shaver and 2000 250,404 222,450 4,811
Grooming Division 1999 218,557 168,399 4,753
1998 205,000 104,612 3,265

Ann T. Buivid, President, U.S. Personal Care 2000 239,231 198,000 4,886
and Wellness Division 1999 200,000 157,500 4,598
1998 64,615 34,162 308

- -----------------------
(1) Does not include value of perquisites and other personal benefits for any
named executive officer since the aggregate amount of such compensation is
the lesser of $50,000 or 10% of the total of annual salary and bonus
reported for the named executive.
(2) Includes compensation earned during the year but deferred pursuant to the
Company's Deferred Compensation Plan.
(3) Bonus amounts shown are those accrued for and paid in or after the end of
the year and include amounts deferred pursuant to the Company's Deferred
Compensation Plan.
(4) The amounts shown consist of Company matching contributions to the
Company's 401(k) Plan unless otherwise noted.
(5) The amounts shown include an expatriate allowance of $50,000 and $25,000
for the year ended December 31, 2000 and 1999, respectively.
(6) The amount shown consists of a car allowance.
(7) The amount consists of relocation expenses and car allowance in the amounts
of $111,642 and $16,000, respectively.
(8) The amounts shown are relocation expenses.

21

Compensation of Directors

Messrs. William B. Connell, Stephen P. Donovan, Jr., and Kevin A. Mundt,
Directors of the Company, each receive annual compensation of $20,000 payable
quarterly for services in such capacity. Commencing in 2001, Mr. Connell, Mr.
Mundt and Mr. Donovan will receive an additional $1,000 for each Management
Committee meeting attended. No other Director of the Company receives any
compensation for services in such capacity. Each of the Directors of Remington
are reimbursed for out-of-pocket expenses incurred in connection with their
attendance at meetings.

Compensation Committee Interlocks and Insider Participation

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

Other Arrangements

The Company has an employment agreement with Mr. DeFeo which, as amended,
provides for his continued employment as President and Chief Executive Officer
through January 2002, which will automatically renew for a period of two years,
unless earlier terminated. The agreement provides for a base salary of not less
than $600,000, and an annual bonus not less than 95% of base salary in the event
the Company achieves 100% of the criteria established by the Management
Committee for such year. The agreement provides for Mr. DeFeo to receive 24
months of salary continuation plus the annual bonuses he would have been
entitled to if his employment is involuntarily terminated other than for "cause"
or if he resigns for "good reason" (which includes a "change of control" of the
Company), or 18 months of salary continuation plus 150% of his annual bonus in
the event the agreement is not renewed by the Company or he resigns for "good
reason" (by reason of a "change of control"). Change of control is defined in
this agreement as when Vestar's beneficial ownership falls below 50% of the
common equity interests in the Company, and Vestar no longer has the legal right
to control management of the Company, provided that such change of control is
not in connection with or after an initial public offering of the Company's
stock. The Company is also required to provide Mr. DeFeo with term life
insurance in the amount of not less than the sum of two times base salary plus
$500,000.

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

22

The Company has entered into an employment agreement with Mr. van den Berg,
which provides for his continued employment as Executive Vice President -
International of the Company through September 20, 2001, and which will
automatically renew for successive one year periods, unless earlier terminated.
The agreement provides for a base salary of $275,000 and a bonus to be
determined in accordance with the bonus plan of Remington Consumer Products
Ltd., a wholly-owned subsidiary of the Company. The agreement also provides for
Mr. van den Berg to receive an expatriate allowance of $50,000 per year. In the
event of the termination of Mr. van den Berg's employment without cause, he is
entitled to receive salary continuation based upon his then current base salary
for a period of 12 months from the date of termination, subject to the Change of
Control Agreement described below.

The Company has entered into agreements with Mr. Lee and Ms. Buivid whereby
such employees would be entitled to salary continuation for 6 months if their
employment was involuntarily terminated other than for "cause" during the term
of the applicable agreement, subject to the Change of Control Agreement
described below.

The Company has entered into Change of Control Agreements with Messrs.
Castaldi, Lee, van den Berg and Ms. Buivid pursuant to which they will be
entitled to payments under certain circumstances in the event of the termination
of their employment following a change of control of the Company (generally, a
reduction of Vestar's ownership which renders it unable to elect a majority of
the board of directors and significant changes in the composition of the board
of directors of the Company). The agreements continue in effect until December
31, 2002, and are thereafter extended for additional one-year periods for as
long as the Company achieves annual earnings before interest, taxes,
depreciation and amortization of at least $50 million. In the event of a "change
of control" of the Company and subsequent termination of the employment of the
executive within a period of twelve months following the change of control
either by the executive for "good reason" or by the Company "without cause", the
executive shall be entitled to an amount calculated as two years of salary and
one year of bonus (based on the Company's existing bonus plan for the year in
which the termination occurs), together with a continuation of benefits for a
two-year period. The executive will be subject to a non-competition restriction
during the two-year period following the termination of employment. The Change
of Control Agreements supercede other severance programs, if any, that the
executive may have with respect to termination of employment following a change
of control.

23

Bonus Plan

The Company has an annual bonus plan (the "Bonus Plan") which is designed
to motivate each employee participant. Approximately 300 employees in the United
States and 200 employees in the international operations will participate in the
Bonus Plan in the year 2001. Under the Bonus Plan, each participating employee
is assigned a target bonus award, representing a percentage of the employee's
annual base salary that will be paid if predetermined performance goals are
achieved. The target bonus awards represent up to 95% of annual base salary if
the base performance goal is achieved, with additional amounts being payable to
the extent such base performance goal is exceeded. Performance goals for the
various divisions of the Company are established annually by the Compensation
Committee of the Company.

Deferred Compensation Plan

The Company has a Deferred Compensation Plan pursuant to which eligible
executive employees (including the Named Executive Officers, except for Mr. van
den Berg) may elect to defer all or a portion of the bonus otherwise payable
under the Company's Bonus Plan and up to 33% of their annual salary, and such
amounts are placed into a deferral account. The participants may select various
mutual funds in which all or a part of their deferral accounts shall be deemed
to be invested. Distributions from a participant's deferral accounts will be
paid in a lump sum or in equal annual installments over a period of up to 15
years beginning upon their termination of employment, death or retirement. All
amounts deferred by the participants pursuant to the Deferred Compensation Plan
are paid to a Trust to be held in order to fund the Company's obligations under
the Deferred Compensation Plan. The assets of the Trust, however, are subject to
the claims of the creditors of the Company in certain circumstances.

Phantom Equity Program

The Company has a Phantom Equity Program under which a maximum of 22% of
the value of the Company's Equity can be awarded to selected officers and other
key employees of the Company and its affiliates. The Phantom Equity Program is
comprised of time based, performance based and super performance based awards.
All awards grant to the recipient a specified percentage of the Equity (the
"applicable percentage").

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

24

The performance and super performance based awards are similar to the time
based awards except that performance based award vests in stages as the Company
achieves specified performance targets while the super performance based award
vests entirely upon the achievement of a single target. Payment of the awards
does not occur until and is dependent upon the achievement of both a performance
criteria and an event criteria. The event criterion is either a Company sale or
Vestar's ownership falling below 10% of the Common Units. As of December 31,
2000, the Company achieved the specified performance targets required for full
vesting of the outstanding performance based awards. Any super performance based
award which is not fully vested by December 31, 2002 will be automatically
terminated.

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

During 2000 time based awards were issued to Mr. DeFeo and Ms. Buivid, for
1.0% and 0.2% of the Equity, respectively.

25

The following table contains information with respect to outstanding
phantom awards for each of the Named Executive Officers as of December 31, 2000:

Amount of Equity Value of
Name Underlying Awards (1) Unexercised Awards (2)
- ---- --------------------- ----------------------

Neil P. DeFeo 5.00 (3) N/A
2.00 (4) N/A

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

Wilan van den Berg 0.50(3) N/A
0.40(4) N/A
0.10(5) N/A

Lester C. Lee 0.90 (3) N/A
0.35 (4) N/A
0.16 (5) N/A

Ann T. Buivid 0.55 (3) N/A
0.20 (4) N/A
0.10 (5) N/A

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

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

(3) Time based awards, which expire on December 31, 2009 of which approximately
70% of the total 8.25 outstanding time based awards presented above have
vested as of March 1, 2001.

(4) Performance based awards which are fully vested.

(5) Super performance based awards which expire on December 31, 2002.

401(k) Plan

The Company maintains a savings plan (the "Savings Plan") qualified under
Sections 401 (a) and 401(k) of the U.S. Internal Revenue Code. Generally, all
employees of the Company in the United States who have completed at least three
months of service with the Company are eligible to participate in the Savings
Plan. For each employee who elects to participate in the Savings Plan and makes
a contribution thereto, the Company makes a matching contribution of 50% of the
first 6% of annual compensation contributed. The maximum contribution for any
participant for any year is 15% of such participant's eligible compensation, not
to exceed $10,500.

26

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

Set forth below is certain information regarding the ownership of the
Preferred Equity and Common Units of Remington by each person known by Remington
to beneficially own 5.0% or more of the outstanding interests of either the
Preferred Equity or Common Units, each Director and Named Executive Officer and
all Directors and executive officers as a group as of March 1, 2001.

Preferred Equity Common Units
------------------ --------------
Name Capital(1) % Number %
---- ---------- ----- ------- -----

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

-----------------------
(1) Amounts, in dollars, represent the capital contribution to the
Preferred Equity beneficially owned by each person and entity set
forth below. The Preferred Equity has not been denominated in units or
shares.
(2) Vestar's interest in the Company is owned by the Vestar Members, which
are controlled by Vestar. The Vestar Members have assigned a portion
of their interests in the Company to certain co-investors, although
such co-investors will not directly hold any Common Units. The general
partner of Vestar is Vestar Associates L.P., a limited partnership
whose general partner is Vestar Associates Corporation ("VAC"). In
such capacity, VAC exercises sole voting and investment power with
respect to all of the equity interests held of record by the Vestar
Members. Messrs. Alpert, Nagle, O'Connell, Rosner and Silver, who are
Directors of Remington, are affiliated with Vestar in the capacities
described under Item 10, Directors and Executive Officers, and are
stockholders of VAC. Individually, no stockholder, director or officer
of VAC has or shares such voting or investment power within the
meaning of Rule 13d-3 under the Exchange Act. Accordingly, no part of
the Preferred Equity or Common Units is beneficially owned by Messrs.
Alpert, Nagle, O'Connell, Rosner or Silver or any other stockholder,
director or officer of VAC.
(3) The Vestar Members and RPI have entered into the LLC Agreement which
gives Vestar effective control over the management of the Company.
(4) Mr. Kiam's interest in the Company is owned by RPI. The shareholders
of RPI are Mr. Kiam and two Kiam family trusts. Mr. Kiam is a trustee
of each of these trusts. Mr. Kiam disclaims beneficial ownership of
the shares of Remington owned by RPI. The address of Mr. Kiam is 11097
Isle Brook Court, West Palm Beach, Florida, 33414.
(5) Messrs. Alpert, Nagle, O'Connell, Rosner and Silver are affiliated
with Vestar in the capacities described in Item 10, Directors and
Executive Officers. Amounts reported for these individuals consist of
the $30,000,000 of Preferred Equity and 34,440 Common Units
beneficially owned by Vestar through the Vestar Members, of which such
persons disclaim beneficial ownership of this equity. Each such
person's business address is c/o Vestar Equity Partners, L.P., 245
Park Avenue, 41st Floor, New York, New York 10167.

27

ITEM 13. Certain Relationships and Related Transactions

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

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

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

Pursuant to a reimbursement and indemnification agreement (the
"Indemnification Agreement") between the Company, Vestar and the Kiams entered
into in June 1999 in connection with the Guarantee of the unsecured supplemental
loans to the Company under the Senior Credit Agreement (the "Guarantee"), Vestar
and Victor Kiam, II, each receive an annual guarantee fee of $100,000 from the
Company. The Indemnification Agreement will be in effect until the date the
unsecured supplemental loans under the Guarantee are paid in full.

28

PART IV

ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 1. Financial Statements

2. Financial Statement Schedule

3. Exhibits

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

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

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

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

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

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

10.1 Credit and Guarantee Agreement dated as of May 23, 1996 among
Remington, certain of its subsidiaries, various lending
institutions, Fleet National Bank and Banque Nationale de Paris,
as co-documentation agents, and Chemical Bank, as administrative
agent (the "Credit and Guarantee Agreement"). Incorporated by
reference to Exhibit 10.1 in Registration Statement on Form
S-4(File Number 333-07429).

29

10.2 First Amendment and Waiver Number 1, dated as of December 27,
1996, to the Credit and Guarantee Agreement. Incorporated by
reference to Exhibit 10.1 in the Company's Current Report on Form
8-K dated December 24, 1996.

10.3 Second Amendment, dated as of March 30, 1997 to the Credit and
Guarantee Agreement. Incorporated by reference to Exhibit 10.1 in
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 29, 1997.

10.4 Third Amendment, dated as of May 16, 1997 to the Credit and
Guarantee Agreement. Incorporated by reference to Exhibit 10.1 in
the Company's Quarterly Report on Form 10-Q for the quarter ended
June 28, 1997.

10.5 Fourth Amendment, dated as of March 20, 1998 to the Credit and
Guarantee Agreement. Incorporated by reference to Exhibit 10.5 in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1997.

10.6 Fifth Amendment, dated as of March 11, 1999 to the Credit and
Guarantee Agreement. Incorporated by reference to Exhibit 10.6 in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1998.

10.7 Sixth Amendment dated as of June 9, 1999 to the Credit and
Guarantee Agreement. Incorporated by reference to Exhibit 10.1 in
the Company's Current Report on Form 8-K dated June 11, 1999.

10.8 Seventh Amendment dated as of August 18, 2000 to the Credit and
Guarantee Agreement. Incorporated by reference to Exhibit 10.1 in
the Company's Current Report on Form 8-K dated August 24, 2000.

10.9 Company Security Agreement dated as of May 23, 1996 made by
Remington in favor of the Agent. Incorporated by reference to
Exhibit 10.2 in Registration Statement on Form S-4(File Number
333-07429).

10.10 Form of Subsidiaries Security Agreement dated as of May 23, 1996
made by each of Capital, Remington Corporation, L.L.C. ("IP
Subsidiary") and Remington Rand Corporation ("Rand") in favor of
the Agent. Incorporated by reference to Exhibit 10.3 in
Registration Statement on Form S-4(File Number 333-07429).

10.11 Conditional Assignment of and Security Interest in Patent Rights
(United States) dated as of May 23, 1996 made by IP Subsidiary in
favor of the Agent. Incorporated by reference to Exhibit 10.4 in
Registration Statement on Form S-4(File Number 333-07429).

30

10.12 Conditional Assignment of and Security Interest in Patent Rights
(United Kingdom) dated as of May 23, 1996 made by IP Subsidiary
in favor of the Agent. Incorporated by reference to Exhibit 10.5
in Registration Statement on Form S-4(File Number 333-07429).

10.13 Conditional Assignment of and Security Interest in Trademark
Rights (United States) dated as of May 23, 1996 made by IP
Subsidiary in favor of the Agent. Incorporated by reference to
Exhibit 10.6 in Registration Statement on Form S-4(File Number
333-07429).

10.14 Conditional Assignment of and Security Interest in Trademark
Rights (United Kingdom) dated as of May 23, 1996 made by IP
Subsidiary in favor of the Agent. Incorporated by reference to
Exhibit 10.7 in Registration Statement on Form S-4(File Number
333-07429).

10.15 Members Limited Recourse Pledge Agreement dated as of May 23,
1996 made by Remington in favor of the Agent. Incorporated by
reference to Exhibit 10.8 in Registration Statement on Form
S-4(File Number 333-07429).

10.16 Company Pledge Agreement dated as of May 23, 1996 made by
Remington in favor of the Agent. Incorporated by reference to
Exhibit 10.9 in Registration Statement on Form S-4(File Number
333-07429).

10.17 Subsidiaries Pledge Agreement dated as of May 23, 1996 made by
Rand in favor of the Agent. Incorporated by reference to Exhibit
10.10 in Registration Statement on Form S-4(File Number
333-07429).

10.18 Subsidiaries Guarantee dated as of May 23, 1996 made by Capital,
IP subsidiary and Rand in favor of the Agent. Incorporated by
reference to Exhibit 10.11 in Registration Statement on Form
S-4(File Number 333-07429).

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

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

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

31

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

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

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

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

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

10.27 Employment Agreement made as of September 21, 2000 between the
Company and Wilan van den Berg.

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

10.29 Letter Agreement dated August 7, 1998 between the Company and
Ann T. Buivid. Incorporated by reference to Exhibit 10.28 in the
Company's Annual Report on Form 10-K for the year ended December
31, 1999.

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

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

32

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

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

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

10.35 Form of Change in Control Agreement dated September 20, 2000 by
and between the Company and certain Executives.

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

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

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

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

21 Subsidiaries of Remington.

24 Powers of Attorney.

33

SIGNATURES

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

By: /s/ Kris J. Kelley
---------------------------------------------
Kris J. Kelley, Vice President and Controller
Date: March 28, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated below on March 28, 2001.

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

/s/Kris J. Kelley *
- --------------------------------------- -------------------------------------
Kris J. Kelley, Vice President and Victor K. Kiam II, Chairman and
Controller Director

* *
- --------------------------------------- -------------------------------------
Victor K. Kiam III, Director Norman W. Alpert, Director

* *
- --------------------------------------- -------------------------------------
Arthur J. Nagle, Director Daniel S. O'Connell, Director

* *
- --------------------------------------- -------------------------------------
Robert L. Rosner, Director William B. Connell, Director

* *
- --------------------------------------- -------------------------------------
Kevin A. Mundt, Director Steven M. Silver, Director

*By /s/ by Kris J. Kelley *
- ------------------------------------- -------------------------------------
Kris J. Kelley, as Attorney-in-Fact Stephen P. Donovan, Jr., Director

34

INDEX TO FINANCIAL STATEMENTS

Pages
-----

Financial Statements

Independent Auditors' Report F-2

Consolidated Balance Sheets as of December 31, 2000 and 1999 F-3

Consolidated Statements of Operations for each of the years in the three-year
period ended December 31, 2000 F-4

Consolidated Statements of Members' Deficit for each of the years in the
three-year period ended December 31, 2000 F-5

Consolidated Statements of Cash Flows for each of the years in the three-year
period ended December 31, 2000 F-6

Notes to Consolidated Financial Statements F-7

Financial Statement Schedule

Schedule II - Valuation and Qualifying Accounts for each of the years in S-1
the three-year period ended December 31, 2000

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

F-1

Independent Auditors' Report

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

We have audited the accompanying consolidated balance sheets of Remington
Products Company, L.L.C. and subsidiaries (the "Company") as of December 31,
2000 and 1999, and the related consolidated statements of operations, members'
deficit, and cash flows for each of the three years in the period ended December
31, 2000. Our audits also included the consolidated financial statement schedule
listed in the index to the consolidated financial statements. The consolidated
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.

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

In our opinion, such consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2000 and 1999, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, the consolidated financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects, the information set forth
therein.

DELOITTE & TOUCHE L.L.P.

Stamford, Connecticut
February 7, 2001

F-2

Remington Products Company, L.L.C.

Consolidated Balance Sheets
(in thousands)

December 31,
-------------------------
2000 1999
-------- -------

ASSETS

Current assets:
Cash and cash equivalents $10,342 $ 9,866
Accounts receivable, less allowance for doubtful accounts
of $2,190 in 2000 and $2,335 in 1999 89,388 78,503
Inventories 66,854 55,456
Prepaid and other assets 3,388 4,051
-------- --------
Total current assets 169,972 147,876

Property, plant and equipment, net 12,807 12,718
Intangibles, net 54,522 56,641
Other assets 5,186 6,755
-------- --------
Total assets $242,487 $223,990
======== ========

LIABILITIES AND MEMBERS' DEFICIT

Current liabilities:
Accounts payable $23,886 $23,643
Short-term borrowings 4,732 5,790
Current portion of long-term debt 3,373 2,323
Accrued liabilities 31,942 31,067
-------- --------
Total current liabilities 63,933 62,823

Long-term debt 195,161 187,728
Other liabilities 897 1,222
Commitments and contingencies

Members' deficit:
Members' deficit (12,701) (25,438)
Accumulated other comprehensive income (4,803) (2,345)
------- --------

Total members' deficit (17,504) (27,783)
------- --------
Total liabilities and members' deficit $242,487 $223,990
======== ========

See notes to consolidated financial statements.

F-3

Remington Products Company, L.L.C.

Consolidated Statements of Operations
(in thousands)

Year Ended December 31,
--------------------------------------------------
2000 1999 1998
-------- -------- ----------

Net sales $365,149 $318,766 $ 268,357
Cost of sales 201,765 176,269 159,175
-------- -------- ---------
Gross profit 163,384 142,497 109,182

Selling, general and administrative expenses 123,177 111,434 94,415
Restructuring and reorganization charge -- -- 6,806
Amortization of intangibles 1,952 1,943 1,945
-------- -------- ---------
Operating income 38,255 29,120 6,016

Interest expense 24,774 21,723 20,499
Other expense 345 127 472
-------- -------- ---------
Income (loss) before income taxes 13,136 7,270 (14,955)

Provision for income taxes 399 1,235 382
-------- -------- ---------
Net income (loss) $ 12,737 $ 6,035 $ (15,337)
======== ======== =========

Net income (loss) applicable to common units $ 823 $ (4,550) $ (24,741)
======== ======== =========

See notes to consolidated financial statements.

F-4

Remington Products Company, L.L.C.

Consolidated Statements of Members' Deficit
(in thousands)

Accumulated
Other Total
Preferred Common Other Accumulated Comprehensive Members'
Equity Units Capital Deficit Income Deficit
--------- ------- -------- ----------- ------------- --------

Balance, January 1, 1998 $74,932 $ 7,122 $(73,921) $(24,027) $(2,384) $(18,278)

Preferred Dividend 9,404 (9,404) --
Repurchase of common units (242) (242)
Comprehensive income (loss):
Net loss (15,337)
Foreign currency translation (708)
Cumulative effect of adoption of SFAS 133 (105)
Unrealized hedging loss (71)
Total comprehensive income (loss) (16,221)
------- ------ -------- -------- ------- -------
Balance, December 31, 1998 84,336 6,880 (73,921) (48,768) (3,268) (34,741)

Preferred Dividend 10,585 (10,585) --
Comprehensive income:
Net income 6,035
Foreign currency translation 864
Unrealized hedging gain 59
Total comprehensive income 6,958
------- ------ -------- -------- ------- -------
Balance, December 31, 1999 94,921 6,880 (73,921) (53,318) (2,345) (27,783)

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

See notes to consolidated financial statements.

F-5

Remington Products Company, L.L.C.

Consolidated Statements of Cash Flows
(in thousands)

Year Ended December 31,
----------------------------------------------
2000 1999 1998
------ ------ ------

Cash flows from operating activities:
Net income (loss) $ 12,737 $6,035 $(15,337)

Adjustment to reconcile net income (loss) to net cash
provided by (used in)operating activities:
Depreciation 3,801 3,612 3,224
Amortization of intangibles 1,952 1,943 1,945
Amortization of deferred financing fees 2,790 1,388 1,110
Restructuring and reorganization charge -- -- 6,806
Inventory write-down -- -- 2,760
Deferred income taxes 22 (144) (26)
Foreign currency forward (gains) losses 223 (59) 71
-------- -------- --------
21,525 12,775 553
Changes in assets and liabilities:
Accounts receivable (14,700) (18,505) (6,946)
Inventories (14,431) (5,293) 7,584
Accounts payable 506 7,662 2,622
Accrued liabilities 2,151 5,355 (5,518)
Other, net 1,066 (5) (1,401)
-------- -------- -------
Cash provided by (used in) operating activities (3,883) 1,989 (3,106)
-------- -------- -------

Cash flows from investing activities:
Capital expenditures (4,414) (3,518) (3,879)
-------- -------- -------

Cash flows from financing activities:
Repayments under term loan facilities (1,918) (1,311) (1,426)
Borrowings under term loan facilities -- 15,000 --
Repayments under credit facilities (49,497) (47,254) (38,029)
Borrowings under credit facilities 61,989 41,580 45,661
Equity repurchases -- -- (242)
Debt issuance costs and other, net (1,107) (842) (221)
-------- -------- -------
Cash provided by financing activities 9,467 7,173 5,743
Effect of exchange rate changes on cash (694) (27) 83
-------- ------- -------
Increase (decrease) in cash and cash equivalents 476 5,617 (1,159)
Cash and cash equivalents, beginning of year 9,866 4,249 5,408
-------- ------- -------
Cash and cash equivalents, end of year $ 10,342 $ 9,866 $ 4,249
======== ======= =======

Supplemental cash flow information:
Interest paid $ 21,810 $20,302 $19,144
Income taxes paid (refunded), net $ (17) $ 248 $ 2,331

See notes to consolidated financial statements.

F-6

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

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

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

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

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

Cash and Cash Equivalents:
All highly liquid debt instruments purchased with a maturity of three
months from their date of acquisition or less are considered cash equivalents.

Inventories:
The majority of the Company's inventories are valued at the lower of cost
or market utilizing the first-in, first-out (FIFO) method. Domestic manufactured
inventories, which represent approximately 6% of the consolidated inventories as
of December 31, 2000 and 8% at December 31, 1999, are stated at cost determined
by the last-in, first-out (LIFO) method. As of December 31, 2000 and 1999, the
excess of current replacement cost over LIFO cost of inventories was not
significant.

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

Intangibles:
Patents are being amortized on a straight-line basis over a period of ten
years. All other intangibles are amortized on a straight-line basis over 40
years. Costs associated with obtaining financing arrangements are included in
other assets and are being amortized over the term of the related borrowings.

F-7

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

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

Revenue Recognition:
Revenue from product sales is recognized when the goods are shipped and
title passes to the customer.

Research and Development:
Research and development costs related to both present and future products
are expensed as incurred. Such costs totaled $4.2 million, $4.0 million and $4.3
million for the years ended December 31, 2000, 1999 and 1998, respectively.

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

Hedging Activity:
Effective July 1, 1998, the Company adopted SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires the Company
to recognize all derivatives at fair value. Depending on the nature of the
underlying exposure being hedged, changes in the fair value of derivatives are
recognized either in the statement of operations or other comprehensive income
("OCI"). The ineffective portion of the change in fair value of the derivative
is recognized in earnings.

In accordance with the Company's foreign exchange risk management policy,
the Company's foreign subsidiaries hedge the forecasted purchases of inventory
denominated in currencies different then the subsidiary's functional currency.
The derivative contracts related to these hedges primarily consist of forward
foreign exchange contracts, which are designated as cash flow hedges. These
forward contracts generally have maturities not exceeding twelve months. For
cash flow hedges, the fair value changes of the derivative instruments related
to the effective portion of the hedges are initially recorded as a component of
OCI. Unrealized gains and losses on cash flow hedges accumulate in OCI and are
reclassified into earnings in the periods in which earnings are impacted by the
variability of the cash flows of the hedged item. For forecasted purchases of
inventory, amounts are reclassified when the hedged inventory is reflected in
cost of goods sold. As of December 31, 2000, other than forward foreign exchange
contracts, the Company was not party to any other derivatives as defined by SFAS
No. 133.

At December 31, 2000, the Company had unrealized losses of $0.3 million,
net of tax, classified in OCI for its outstanding hedge contracts related to
forecasted inventory purchases. A significant portion of this amount is expected
to be reclassified to cost of goods sold in the first six months of 2001. For
the year ended December 31, 2000, the losses classified in cost of sales related
to the ineffective portion of the Company's outstanding hedge contracts were
immaterial. The cumulative effect of a change in accounting principle due to
adoption of SFAS No. 133 as of July 1, 1998 had an immaterial impact on earnings
and a $0.1 million impact to OCI.

Prior to the adoption of SFAS No. 133, the Company accounted for its
forward foreign exchange contracts at mark to market through earnings, unless
the contracts were effectively hedging firm commitments, for which unrealized
gains and losses were deferred and recognized as an adjustment of the hedged
item.

Translation of Foreign Currencies:
Assets and liabilities of the Company's foreign subsidiaries are translated
at the exchange rate in effect at each balance sheet date. Statement of
operations accounts are translated at the average exchange rate for the period.
Translation adjustments arising from the use of differing exchange rates from
period to period are included in the cumulative translation adjustment account
in OCI. Foreign currency transaction gains and losses are recognized in earnings
and totaled net losses of $0.9 million, $0.5 million and $0.7 million for the
years ended December 31, 2000, 1999 and 1998, respectively.

F-8

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

2. Inventories

Inventories were comprised of the following as of December 31, 2000 and
1999 (in thousands):

2000 1999
-------- ---------

Finished goods $63,673 $53,351
Work in process and raw materials 3,181 2,105
------- -------
$66,854 $55,456
======= =======

3. Property, Plant and Equipment

Property, plant and equipment as of December 31, 2000 and 1999 consisted of
(in thousands):

2000 1999
-------- --------

Land and buildings $ 2,517 $2,517
Leasehold improvements 4,573 4,615
Machinery, equipment and tooling 9,867 9,705
Furniture, fixtures and other 7,233 4,872
------- ------
24,190 21,709

Less accumulated depreciation (11,383) (8,991)
------- -------
$12,807 $12,718
======= =======
4. Intangibles

Intangibles were comprised of the following (net of accumulated
amortization of $8,936 and $7,020 thousand) as of December 31, 2000 and 1999,
respectively (in thousands):

2000 1999
-------- --------

Goodwill $28,529 $29,509
Tradenames 23,482 24,145
Patents 2,511 2,987
------ -------

$54,522 $56,641
======= =======
5. Accrued Liabilities

Accrued liabilities were comprised of the following as of December 31, 2000
and 1999 (in thousands):

2000 1999
-------- --------

Advertising and promotion expenses $10,980 $ 8,263
Compensation and benefits 7,635 7,391
Income and other taxes payable 2,868 4,377
Interest 2,263 2,089
Distribution expense 1,145 3,295
Other 7,051 5,652
------- -------
$31,942 $31,067
======= =======

F-9

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

6. Debt

Long-term debt at December 31, 2000 and 1999 consisted of (in thousands):

2000 1999
-------- --------
Senior Subordinated Notes $130,000 $130,000
Revolving Credit Facilities 48,721 37,718
Term and Supplemental Loans 18,978 21,207
Capital Leases 835 1,126
-------- --------
198,534 190,051
Less current portion (3,373) (2,323)
-------- --------
$195,161 $187,728
======== ========
11% Senior Subordinated Notes:

The 11% Series B Senior Subordinated Notes due 2006 (the "Senior
Subordinated Notes") are general unsecured obligations of the Company which
mature on May 15, 2006. Interest accrues at the rate of 11% per annum and is
payable semi-annually in arrears. The Senior Subordinated Notes are redeemable,
in whole or in part, at the option of the Company at any time on or after May
15, 2001 at a redemption price ranging from 105.5% to 100.0% of the principal
amount then outstanding plus accrued and unpaid interest, depending when
redeemed, and any applicable damages.

Senior Credit Agreement:

The Senior Credit Agreement, which expires on June 30, 2002, provides for a
term loan of $5.0 million to the Company and $5.0 million to the Company's U.K.
subsidiary (the "Term Loans"), $15.0 million in supplemental term loans (the
"Supplemental Loans") comprised of $7.5 million in secured loans (the "Secured
Supplemental Loans") and $7.5 million in unsecured loans which are guaranteed by
the Company's controlling shareholder (the "Unsecured Supplemental Loans") and a
revolving credit facility of $50.0 million to the Company and $20.0 million to
the Company's U.K. subsidiary (the "Original Revolving Credit Facilities"). In
August 2000 the Senior Credit Agreement was amended to provide an incremental
revolving credit facility of $25.0 million (the "Incremental Revolving Credit
Facility") thereby increasing the total revolving credit facilities available to
the Company and its U.K. subsidiary from $70.0 million to $95.0 million
(collectively the "Revolving Credit Facilities"). This additional financing was
used to fund increased seasonal working capital requirements and for general
corporate purposes.

The Revolving Credit Facilities are subject to a borrowing base of 85% of
eligible accounts receivable and 60% of eligible inventory for the applicable
borrower. In addition, the borrowing base can be increased as needed by $10.0
million over the applicable percentage of eligible receivables and inventories,
(still limited to the $95.0 million total facilities) from March 16 through
December 15 of 2000 and March 16 through June 29 of 2001. Borrowings under the
Incremental Revolving Credit Facility of $25.0 million and the Original
Revolving Credit Facilities of $70.0 million are due on January 31, 2001 and
June 30, 2002, respectively. As of December 31, 2000, outstanding borrowings
under the Incremental Revolving Credit Facility and Original Revolving Credit
Facility were $1.1 million and $47.6 million, respectively. Availability under
the Revolving Credit Facilities was approximately $35.4 million as of December
31, 2000. The availability has been reduced by approximately $1.5 million in
short-term commercial and stand-by letters of credit outstanding as of December
31, 2000.

The Term Loans under the Senior Credit Agreement are payable in quarterly
installments. Aggregate scheduled installments remaining over the next two years
ending December 31, 2002 are $3.0 and $1.0 million, respectively. The
Supplemental Loans are payable on June 30, 2001. The obligations under the
Senior Credit Agreement, excluding the Unsecured Supplemental Loans, are
guaranteed by each of the Company's domestic subsidiaries and secured by their
assets and properties and pledge of the common equity interests.

F-10

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

Interest rates per annum applicable to the loans under the Senior Credit
Agreement, excluding the Supplemental Loans, are based, at the Company's option,
upon (a) in the case of the Company, a Eurodollar rate ("LIBOR") plus 2.5% or
the greater of (i) prime rate plus 1.25% and (ii) the federal funds rate plus
1.75% and (b) in the case of loans to the Company's U.K. subsidiary, a
EuroSterling Rate plus 2.5% or the Sterling Base Rate plus 2.5%; provided,
however, the interest rates are subject to adjustment based on certain
requirements of financial performance. Interest on the Secured Supplemental
Loans is based, at the Company's option, on LIBOR plus 6% or the greater of (i)
the prime rate plus 4.75% and (ii) the federal funds rate plus 5.25%. Interest
on the Unsecured Supplemental Loans is based, at the Company's option, on LIBOR
plus 1% or the greater of (i) the prime rate and (ii) the federal funds rate
plus 0.5%. Interest is payable quarterly in arrears, including a commitment fee
of 0.5% on the average daily unused portion of the Revolving Credit Facilities.

Debt Covenants:

The Senior Credit Agreement requires the Company to meet certain financial
tests, the more restrictive of which require the Company to maintain certain
interest coverage and leverage ratios, as defined. The Senior Subordinated Note
indenture and the Senior Credit Agreement also contain a number of operating
covenants which impose restrictions with respect to certain business matters,
including the amount and terms under which the Company can obtain additional
financing in the future. In addition, these agreements limit the amount of
dividends that the Company is permitted to pay. As of December 31, 2000, the
Company was in compliance with its debt covenants.

Short Term Borrowings:

Short Term Borrowings consist of local revolving credit lines at some of
the Company's foreign subsidiaries and totaled approximately $4.7 million and
$5.8 million as of December 31, 2000 and 1999, respectively. These facilities
are collateralized by assets of the subsidiaries or are guaranteed by the
Company. The weighted average interest rate under these facilities was
approximately 7.1% in 2000 and 5.9% in 1999.

7. Membership Equity

The Vestar Members and RPI (collectively the "Members") have entered into
an Amended and Restated Limited Liability Company Agreement (the "LLC
Agreement"), which governs the relative rights and duties of the Members. The
ownership interests of the Members in the Company consist of preferred members'
equity (the "Preferred Equity") and common units (the "Common Units"), together,
the "Equity". The Common Units represent the common equity of the Company. As of
December 31, 2000, the Company's Common Units were owned 50% by the Vestar
Members and 50% by RPI, however, in accordance with the LLC Agreement, Vestar
effectively controls the Management Committee and the affairs and policies of
the Company. The Preferred Equity is entitled to a cumulative preferred dividend
of 12% per annum, compounded quarterly, and to an aggregate liquidation
preference of $62.0 million (net of any prior repayments of Preferred Equity)
plus any accrued but unpaid preferred dividends. As of December 31, 2000 the
aggregate unpaid Preferred Equity, including accrued dividends of $44.8 million,
totaled $106.8 million of which the Vestar Members own 48.4% and RPI owns 51.6%.

In January 1998, the Company repurchased any remaining outstanding common
units owned by certain officers of the Company, cancelled all outstanding
related options and adopted a new Phantom Equity Program. Under this program, as
amended, a maximum of 22% of the value of the Company's Equity can be awarded to
selected officers and other key employees of the Company. The Phantom Equity
Program is comprised of time based, performance based and super performance
based awards. All awards grant to the recipient a specified percentage of the
Equity (the "applicable percentage").

F-11

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

A time based award vests in five equal annual installments, upon the sale
of the Company or upon an initial public offering of the Company's stock,
whichever comes first. The performance and super performance based awards are
similar to the time based awards except that performance based award vests in
stages as the Company achieves specified performance targets while the super
performance based award vests entirely upon the achievement of a single target.
As of December 31, 2000, the Company achieved the specified performance target
required for full vesting of the outstanding performance based awards. Payment
of the awards does not occur until and is dependent upon the achievement of both
a performance criteria and an event criteria. The event criteria is a Company
sale, IPO, or when Vestar's ownership falls below 10% of the Common Units. Any
super performance based award which is not fully vested by December 31, 2002
will be automatically terminated.

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

8. Restructure and Reorganization Charge

In the second quarter of 1998, the Company announced a plan to restructure
its Connecticut shaver assembly and warehousing operations ("the Plan"). The
Plan consisted of relocating the shaver assembly operations to an existing
Remington third party supplier located in China and relocating the warehousing
function to a third party provider in California. The Plan affected the
employment of approximately 235 employees located at the Company's two
Connecticut facilities, the majority of which were factory employees. During
1998, the Company recorded total non-recurring charges of $9.6 million related
to the Plan, of which $6.8 million was charged to restructuring and
reorganization and $2.8 million was charged to cost of sales related to
inventory write-downs associated with the Plan.

The Company substantially completed the relocation of the Connecticut
shaver assembly to Asia, and the relocation of the Connecticut warehousing
facility to a third party in California in the fourth quarter of 1998. In
December 1998, the Company terminated substantially all of the affected
employees, and approximately $0.5 million of severance and other benefit costs
were charged against the restructuring reserve. The remaining amounts were paid
out in 1999. In the fourth quarter of 1998, the Company terminated its lease
obligations with respect to certain equipment and machinery utilized in the
factory and warehouse, however, the Company continued to pay non-cancelable
lease obligations for its Connecticut warehouse facility until they expired in
1999. As of December 31, 1999, all restructuring costs had been completed and no
future liabilities exist. Total cash outlays for restructuring activities in
1999 and 1998 were $2.2 and $1.1 million, respectively.

9. Income Taxes

U.S. Federal income taxes on net earnings of the Company are payable
directly by the members pursuant to the Internal Revenue Code. Accordingly, no
provision has been made for U.S. Federal income taxes for the Company. However,
certain state and local jurisdictions do not recognize partnership status for
taxing purposes and require taxes be paid on net earnings. Furthermore, earnings
of certain foreign operations are taxable under local statutes. Foreign pretax
earnings/(losses) were $1,371, $4,264, and $(1,613) thousand for the years ended
December 31, 2000, 1999 and 1998, respectively.

F-12

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

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

2000 1999 1998
-------- -------- ---------

Current:
Foreign $ (55) $ 1,371 $ 329
State and local 26 8 79
Deferred:
Foreign 428 (144) (26)
----- ------- -----
Total $ 399 $ 1,235 $ 382
===== ======= =====

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

Income taxes computed at statutory U.S.
Federal income tax rate $ 4,734 $ 2,545 $(5,234)
Partnership status for U.S. federal income
tax purposes (4,254) (1,052) 4,670
State and local income taxes 26 8 79
Foreign tax refunds (924) -- --
Adjustment for foreign income tax rates 817 (266) 867
------- ------- ------
Provision for income taxes $ 399 $ 1,235 $ 382
======= ======= ======

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

2000 1999 1998
------ ------ ------

Depreciation and other $ (2) $ 171 $ 171
Foreign tax loss carryforwards 1,158 1,323 1,853
----- ----- -----
1,156 1,494 2,024

Less valuation allowance (1,163) (1,179) (1,853)
------- ------- ------
Total deferred tax assets (liabilities), net $ (7) $ 315 $ 171
======= ======= ======

The valuation allowance relates primarily to the foreign tax loss
carryforwards, which have been fully reserved due to the uncertain nature of
their ultimate realization based upon past performance. Approximately $0.5
million of the $3.2 million in foreign tax loss carryforwards expire between
2003 through 2005, while the remaining $2.7 million has no expiration date.

F-13

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

10. Commitments and Contingencies

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

Operating Capital
Leases Leases
--------- --------

2001 $ 3,610 $ 416
2002 2,661 322
2003 1,912 201
2004 1,285 --
2005 992 --
2006 and thereafter 5,169 --
------- ------
Total minimum lease payments $15,629 939
=======
Less: amount representing interest 104
------
Present value of minimum lease payments $ 835
======

Rent expense was $7,004, $7,342 and $7,077 thousand for the years ended
December 31, 2000, 1999 and 1998.

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

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

11. Employee Savings Plan

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

Information regarding the Company's pension plan as of December 31, 2000 and
1999 are as follows (in thousands):

Change in Benefit Obligation: 2000 1999
------ ------
Benefit obligation at beginning of year $6,678 $ 6,902
Service cost 385 468
Interest cost 363 398
Amendments -- (278)
Actuarial (gain) loss 1,338 (429)
Benefits paid (1,369) (196)
Currency exchange rate effects (502) (187)
------ -----
Benefit obligations at end of year 6,893 6,678
------ -----
Change in Plan Assets:
Fair value of plan assets at beginning of year 8,327 6,909
Actual return on plan assets (256) 1,375
Employer contributions 384 319
Participant contributions 116 110
Benefits paid (1,369) (196)
Currency exchange rate effects (642) (190)
------- ------
Fair value of plan assets at end of year 6,560 8,327
------- -------
Funded Status (333) 1,649
Unrecognized net actuarial (gain) loss 772 (1,534)
------ -------
Prepaid benefit cost $ 439 $ 115
====== =======
F-14

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

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

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

Year Ended December 31,
--------------------------------------
2000 1999 1998
------ ------ ------

Components of Net Periodic Benefit Cost:
Service cost $ 259 $293 $ 359
Interest cost 370 395 461
Expected return on plan assets (426) (631) (529)
----- ----- -----
Net periodic benefit cost $ 203 $ 57 $ 291
===== ===== =====

Employee Savings Plan. The Company has a savings accumulation plan (the
"Plan") under Section 401(k) of the Internal Revenue Code covering substantially
all regular employees in the United States. The Plan is subject to the
provisions of ERISA. The Plan allows for employees to defer up to the lesser of
15% of their annual earnings or within limitations on a pre-tax basis through
voluntary contributions to the plan. The Plan provides for contributions in an
amount equal to 50% of their employees' contributions up to a maximum of 6% of
their total salary. The Company's matching contributions were $0.3 million for
each of the years ended December 31, 2000, 1999 and 1998.

12. Financial Instruments, Credit Risk and Other

Fair Value of Financial Instruments:

The carrying amounts for cash and cash equivalents, accounts receivable,
short-term borrowings, accounts payable and accrued liabilities approximate fair
value due to the short maturities of these instruments. The fair value and book
value at December 31, 2000 of long-term fixed rate debt was approximately $102.2
million and $130.0 million, respectively. The fair value and book value at
December 31, 1999 of long-term fixed rate debt was approximately $100.1 million
and $130.0 million, respectively.

Concentration of Credit Risk:

Financial instruments, which potentially subject the Company to
concentration of credit risk, consist principally of cash and accounts
receivable. The Company places its cash with high credit quality institutions.
At times such amounts may be in excess of the FDIC insurance limits. As of
December 31, 2000, the Company had an uncollateralized receivable with Wal-Mart
which represented approximately 20% of the Company's accounts receivable
balance. During calendar 2000, sales to Wal-Mart represented approximately 25%
of the Company's net sales. The Company performs ongoing credit evaluations of
its customers' financial condition but does not require collateral to support
customer receivables. The Company establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends and other information.

Foreign Currency Exposure Management:

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

F-15

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

At December 31, 2000, forward contracts to sell approximately 11.6 million
UK Pounds Sterling, 5.0 million Australian dollars and 0.8 million euros were
outstanding, all of which mature in 2001. At December 31, 1999, forward
contracts to sell 6.0 million UK Pounds Sterling and 4.7 million Australian
dollars were outstanding and matured at various dates in 2000. The accounting
for hedges is discussed separately under Hedging Activity within Footnote 1.

Other:

The Company's finished goods are manufactured for the Company by
third-party suppliers located primarily in China and Japan. The Company's most
significant suppliers, Izumi Industrial Inc., Fourace Industries, Ltd. and
Raymond Industrial Ltd., accounted for approximately 54% of the Company's
overall cost of sales in 2000. Although the Company considers its present
relationships with these suppliers to be good, any adverse change in the
relationships with these suppliers, the financial condition of these suppliers,
the Company's ability to import outsourced products or these suppliers' ability
to manufacture and deliver outsourced products on a timely basis would have a
material adverse effect on the Company.

13. Related Party Transactions

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

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

Pursuant to a reimbursement and indemnification agreement (the
"Indemnification Agreement") between the Company, Vestar and the Kiams entered
into in June 1999 in connection with the Guarantee of the Unsecured Supplemental
Loans to the Company under the Senior Credit Agreement (the "Guarantee"), Vestar
and Victor Kiam, II, each receive an annual guarantee fee of $100,000 from the
Company. The Indemnification Agreement will be in effect until the date the
Unsecured Supplemental Loans and all other amounts guaranteed by the Guarantee
are paid in full.

F-16

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

14. Business Segment and Geographical Information

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

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

Information by segment and geographical location is as follows (in
thousands):

Year Year Year
Ended Ended Ended
December 31, December 31, December 31,
2000 1999 1998
------------ ----------- ------------

Net Sales:
North America $207,610 $158,333 $130,316
International 114,794 116,044 95,611
U.S. Service Stores 42,745 44,389 42,430
-------- -------- --------
Total $365,149 $318,766 $268,357
======== ======== ========

Operating Income:
North America $32,278 $ 20,318 $ 11,766
International 8,533 10,888 5,372
U.S. Service Stores 3,197 3,469 3,613
Depreciation and amortization (5,753) (5,555) (5,169)
Restructuring and reorganization charge -- -- (6,806)
Inventory write-down -- -- (2,760)
-------- --------- --------
Total $ 38,255 $ 29,120 $ 6,016
======== ======== ========
Segment Assets:
North America $146,828 $129,011 $122,073
International 86,746 84,906 62,264
U.S. Service Stores 8,913 10,073 11,390
------- -------- --------
Total $242,487 $223,990 $195,727
======== ======== ========
Capital Expenditures:
North America $ 3,136 $ 1,705 $ 1,743
International 714 1,091 969
U.S. Service Stores 564 722 1,167
------- -------- -------
Total $ 4,414 $ 3,518 $ 3,879
======= ======= =======

F-17

Remington Products Company, L.L.C.

Notes to Consolidated Financial Statements (continued)

Net sales in the United Kingdom represented approximately 17%, 19% and 19%
of the Company's net sales during the years ended December 31, 2000, 1999 and
1998, respectively. No other country contributed more than 10% of net sales.

The Company's largest customer, Wal-Mart, accounted for approximately 25%,
22% and 19% of the Company's net sales during the years ended December 31, 2000,
1999 and 1998, respectively, and is serviced primarily by the North American
segment. No other customer accounted for more than 10% of the Company's net
sales during the years ended December 31, 2000, 1999 and 1998.

15. Quarterly Financial Information (unaudited, in thousands)

Three Months Ended
-----------------------------------------------------------------
2000 March 31 June 30 September 30 December 31 Total Year
- -------------- -------- ---------- ------------ ----------- ----------

Net sales $48,639 $69,234 $83,973 $163,303 $365,149
Gross profit 21,407 30,725 37,397 73,855 163,384
Operating income 330 6,536 10,865 20,524 38,255
Income (loss) before income taxes (5,555) 669 4,674 13,348 13,136
Net income (loss) (5,297) 1,599 4,483 11,952 12,737
Net income (loss) applicable to
common units (8,145) (1,334) 1,462 8,840 823

1999
- --------------
Net sales $43,586 $59,437 $73,050 $142,693 $318,766
Gross profit 19,053 25,858 32,057 65,529 142,497
Operating income 270 1,596 8,536 18,718 29,120
Income (loss) before income taxes (4,457) (3,680) 2,883 12,524 7,270
Net income (loss) (4,131) (3,653) 2,853 10,966 6,035
Net income (loss) applicable to
common units (6,661) (6,259) 169 8,201 (4,550)

F-18

REMINGTON PRODUCTS COMPANY, L.L.C.

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

Additions
Balance at Charged to Balance at
Beginning Costs and End
of Year Expenses Deductions of Year
---------- ---------- ---------- ----------

Year Ended December 31, 2000

Allowance for doubtful accounts $2,335 $ 206 $ (351) $ 2,190

Allowance for cash discounts and returns 10,166 20,197 (19,483) 10,880

Year Ended December 31, 1999

Allowance for doubtful accounts $2,749 $ 534 $ (948) $ 2,335

Allowance for cash discounts and returns 7,655 22,690 (20,179) 10,166

Year Ended December 31, 1998

Allowance for doubtful accounts $ 734 $ 2,242 $ (227) $ 2,749

Allowance for cash discounts and returns 8,925 15,299 (16,569) 7,655

S-1