As filed with the Securities and Exchange Commission on October 20, 2009

Registration No. 333-

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

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

FREEDOM GROUP, INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		3484 (Primary Standard Industrial Classification Code number)		26-0174491 (I.R.S. Employer Identification Number)

870 Remington Drive
Madison, North Carolina 27025-1776
(336) 548-8700
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Fredric E. Roth, Jr.
General Counsel and Secretary
Freedom Group, Inc.
870 Remington Drive P.O. Box 1776
Madison, North Carolina 27025-1776
(336) 548-8700
(Name, address, including zip code and telephone number, including area code, of agent for service)


Please address a copy of all communications to:
Arnold B. Peinado, III, Esq. Roland Hlawaty, Esq. Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, NY 10005 (212) 530-5000		William J. Miller, Esq. Jonathan A. Schaffzin, Esq. Cahill Gordon & Reindel LLP 80 Pine Street New York, NY 10005 (212) 701-3000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Proposed maximum aggregate offering price(1)(2)	Amount of Registration fee



Common Stock, $0.01 par value	$200,000,000	$11,160

(1): Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act.
(2): Includes shares which may be sold pursuant to the underwriters' over-allotment option.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated , 2009

PROSPECTUS

Common Stock

This is Freedom Group, Inc.'s initial public offering. We are selling shares of our common stock and the selling stockholders are selling shares of our common stock. We will not receive any proceeds from the sale of shares to be offered by the selling stockholders.

We expect the public offering price to be between $ and $ per share. Currently, no public market exists for the shares. After pricing of the offering, we expect that the shares will trade on the under the symbol " ."

Investing in the common stock involves risks that are described in the "Risk Factors" section beginning on page 19 of this prospectus.

	Per Share	Total

Public offering price	$	$
Underwriting discount	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholders	$	$

The underwriters may also purchase up to an additional shares from us, and up to an additional shares from the selling stockholders, at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2009.

The date of this prospectus is , 2009.

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		Page

Prospectus Summary		1
Risk Factors		19
Special Note Regarding Forward-Looking Statements		35
Use of Proceeds		38
Dividend Policy		38
Capitalization		39
Dilution		42
Selected Historical Consolidated Financial Data		44
Unaudited Pro Forma Condensed Consolidated Financial Information		46
Management's Discussion and Analysis of Financial Condition and Results of Operations		55
Business		83
Management		107
Compensation Discussion and Analysis		112
Certain Relationships and Related Person Transactions		138
Principal and Selling Stockholders		141
Description of Certain Indebtedness		144
Description of Capital Stock		147
Shares Eligible for Future Sale		151
Certain United States Federal Income and Estate Tax Considerations for Non-U.S. Holders		153
Underwriting		157
Legal Matters		162
Experts		162
Where You Can Find More Information		162
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (the "SEC"). Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. We and the selling stockholders are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

MARKET AND INDUSTRY DATA

Market and industry data used throughout this prospectus, including information relating to our relative position in the shooting sports industry, is based on the good faith estimates of management, which in turn are based upon management's review of internal surveys, independent industry surveys and publications and other publicly available information, including reports and information prepared by the Sports Marketing Research Group ("SMRG"), the National Shooting Sports Foundation ("NSSF"), the National Rifle Association ("NRA"), the Annual Firearms Manufacturing and Export Report ("AFMER") and Jane's Strategic Advisory Services, in each case with respect to 2007 data, and SportsOneSource, with respect to 2008 data. Market share information is subject to change, however, and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey of market share. In addition, customer preferences can and do change and the definition of the relevant market is a matter of judgment and analysis. As a result, you should be aware that market share, ranking and other similar information set

forth in this prospectus and estimates and beliefs based on such data, may not be reliable. By including such market and industry data and information, we do not undertake a duty to provide such data and information in the future or to update such data and information if it is updated.

TRADEMARKS AND TRADE NAMES

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our service marks or trademarks. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder. Some of the more important trademarks that we use include Remington®, Peters®, UMC®, Premier®, Express®, Ultra-Mag™, Core-Lokt®, Core-Lokt Ultra™, Fireball™, Model 870™, Model 1100™, Model 11-87™, Model 11-87 Super Magnum™, Model 700™, EtronX®, Model 700 Etron X™, Model Seven™, Model 7400™, Model 7600™, Model 597™, Model 300™, M-27™, ARMORLOKT®, Marlin®, H&R 1871®, Parker®, LC Smith®, Bushmaster®, DPMS™, Panther Arms®, EOTAC™, Dakota™, Miller Arms®, Nesika®, RemOil®, Brite-Bore™ and RemAction Cleaner™.

EBITDA

We use the term EBITDA throughout this prospectus. EBITDA is not a measure of performance defined in accordance with generally accepted accounting principles in the United States ("GAAP"). We use EBITDA as a supplement to our GAAP results in evaluating certain aspects of our business, as described below.

EBITDA is included in this prospectus because it is a primary component of the fixed charge coverage ratio used in covenants under the indenture governing the Notes (as defined under "Prospectus Summary—Recent Transactions") and is a basis upon which our management assesses performance. EBITDA assists us in comparing our performance over various reporting periods on a consistent basis because it excludes items that we do not believe reflect our core operating performance.

We believe that EBITDA is useful to investors in evaluating our performance because it is a commonly used financial metric for measuring and comparing the operating performance of companies in our industry. We believe that the disclosure of EBITDA offers an additional financial metric that, when coupled with the GAAP results and the reconciliation to GAAP results, provides a more complete understanding of our results of operations and the factors and trends affecting our business. Further, we believe the inclusion of EBITDA is appropriate to provide additional information to investors about the calculation of certain covenants in the indenture governing the Notes.

EBITDA should not be considered as an alternative to net income (loss), as an indicator of our performance, as an alternative to net cash provided by operating activities, as a measure of liquidity, or as an alternative to any other measure prescribed by GAAP. There are limitations to using non-GAAP measures such as EBITDA. Although we believe that EBITDA may make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations:

(i): other companies in our industry may define EBITDA differently than we do and, as a result, it may not be comparable to similarly titled measures used by other companies in our industry; and
(ii): it excludes financial information that some may consider important in evaluating our performance.

We compensate for these limitations by providing disclosure of the differences between EBITDA and GAAP results, including providing a reconciliation of EBITDA to GAAP results, to enable investors to perform their own analysis of our operating results. For a reconciliation of

consolidated EBITDA to its most directly comparable GAAP measure, net income (loss), see footnote 5 in "Prospectus Summary—Summary Historical and Pro Forma Consolidated Financial Data."

Because of these limitations, EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by relying primarily on our GAAP results and using EBITDA as a supplemental financial metric for evaluation of our operating performance. See our consolidated statements of operations and consolidated statements of cash flows in our consolidated financial statements included elsewhere in this prospectus.

iii

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read together with, the more detailed information and financial statements and related notes thereto appearing elsewhere in this prospectus. You should read the entire prospectus carefully, particularly the "Risk Factors" beginning on page 19 and our consolidated financial statements and the related notes thereto. In this prospectus, unless otherwise indicated or the context otherwise requires, references to (1) the terms "we," "us," "our," the "Company" and "Freedom Group" refer to Freedom Group, Inc. and its subsidiaries on a consolidated basis, (2) the term "FGI" refers to Freedom Group, Inc., (3) the term "Remington" refers to Remington Arms Company, Inc. and its direct and indirect subsidiaries, (4) the terms "Bushmaster" and "BFI" refer to Bushmaster Firearms International, LLC and its direct and indirect subsidiaries, (5) the term "Marlin" refers to the Marlin Firearms Company, (6) the term "DPMS" refers to DPMS Firearms LLC, (7) the term "EOTAC" refers to EOTAC, LLC, (8) the term "INTC" refers to INTC USA, LLC, (9) the term "Precision Arms Center" refers to Precision Arms Center, LLC, (formerly known as Bushmaster Custom Shop, LLC), (10) the term "Dakota Arms" refers to Dakota Arms, LLC, (11) the term "CCM" refers only to Cerberus Capital Management L.P., (12) the term "Cerberus" refers to Cerberus Capital Management, L.P., along with its affiliates, (13) the term "Remington Acquisition" refers to our acquisition of 100% of the shares of RACI Holding, Inc., the then parent company of Remington, on May 31, 2007, (14) the term "Marlin Acquisition" refers to Remington's acquisition of 100% of the shares of Marlin and its subsidiary, H&R 1871, LLC, on January 28, 2008 and (15) the term "Dakota Acquisition" refers to our acquisition of certain assets of Dakota Arms on June 5, 2009. The term "Refinancings" has the meaning given to it in "—Recent Transactions" and the term "Recapitalization" has the meaning given to it in "—The Offering." The Refinancings, the Marlin Acquisition, the Dakota Acquisition, the Recapitalization and the offering referred to in this prospectus are referred to collectively herein as the "Transactions." References to EBITDA are to EBITDA as defined in footnote 5 in "—Summary Historical and Pro Forma Consolidated Financial Data." References to "preferred stock" are to our Series A preferred stock.

Our Company

We are one of the leading firearms, ammunition and related products companies in the world, with #1 commercial market positions across all of our major product categories in the United States, the largest firearms and ammunition market globally. We are an innovator, designer, manufacturer and marketer of an increasingly broad product line which services the hunting, shooting sports, law enforcement and military end-markets under some of the most globally recognized brands including Remington, Marlin, Bushmaster, and DPMS, among others. With a history dating back to 1816, we are America's oldest and largest manufacturer of firearms and ammunition. We believe that our long heritage and reputation for quality have resulted in strong brand recognition and customer loyalty. For example, our Remington brand, which we believe represents an enduring symbol of American values and is trusted and respected by generations of sportsmen, is ranked #2 in brand awareness, second only to Nike among sportsmen according to the SportsOneSource 2009 Brand Index. We believe our scale and product breadth are unmatched within the industry, with approximately 1.1 million long guns and 2.0 billion rounds of ammunition sold during the twelve months ended June 30, 2009. For the twelve months ended June 30, 2009, we generated pro forma net sales and EBITDA of $835.3 million and $150.8 million, respectively.

We are the only major U.S. manufacturer of both firearms and ammunition, which we believe is a significant competitive advantage and supports our market leadership position. We believe this leadership position across all of our major product categories is evidenced by our #1 U.S. commercial market shares in shotguns, rifles, and ammunition. We estimate that in calendar year 2008 over 85% of our domestic sales came from product categories where we hold the #1 U.S. commercial market share position. We have a focus on innovation that we believe results in category-defining products, strong brand recognition and long-term customer loyalty.

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The following table details our U.S. commercial market leadership for the major product categories in which we participate.

Categories					Selected Brands

Firearms
	Shotguns	#1	31	%	Remington, Marlin, Parker, H&R, L.C. Smith, Dakota Arms
	Traditional Rifles	#1	36	%	Remington, Marlin, H&R, Dakota Arms
	Modern Sporting Rifles	#1	49	%	Bushmaster, DPMS, Remington
Ammunition		#1	33	%	Remington, UMC, Dakota

Note:: Based on 2007 Firearms and 2006 Ammunition Market Data from SMRG and AFMER, and excludes law enforcement, international and military sales.

In addition to our significant commercial business, we sell products to law enforcement, international, government and military end-markets where we already have a strong presence. For example, we have a significant market share in the domestic law enforcement shotgun market and have a leading market share in military sniper rifles. We believe that our increasingly focused law enforcement and global military products divisions will increase our presence in the law enforcement and defense markets beyond our existing customers, which include the Texas Department of Public Safety, Los Angeles County Sheriff's Department, Los Angeles Police Department, the California Highway Patrol, the Federal Law Enforcement Training Center ("FLETC"), the U.S. Department of Defense ("DOD"), the United States Special Operations Command ("SOCOM"), and the United States Secret Service, as well as international governments including Colombia, the Republic of Georgia, Italy, Poland, Malaysia, Mexico, and Oman.

Today the Freedom Group includes over 10 well-regarded brands, collaborating across all disciplines, from product development to distribution, delivering end-user driven products to the hunting, shooting sports, law enforcement and military end-markets. We have made significant progress in our transition to a customer-focused sales and marketing organization by shifting to a two-tiered sales structure whereby dedicated key account managers sell the full FGI product offering to our top retail accounts while our internal field sales force calls on our network of distributors and dealers. This has allowed us to create a unified customer facing platform capable of selling our entire suite of brands and products across multiple end-markets while providing the ability to leverage our flexible manufacturing capacity to quickly respond to changes in customer preferences and demands.

Our 11 manufacturing facilities and over 2,700 employees represent the largest domestic manufacturing presence in our industry, enabling us to deliver our products throughout the U.S. and internationally to over 80 countries. In addition, our product leadership and innovation are supported by what we believe to be the industry's only domestic freestanding and dedicated research and development facility. Our customer focused sales force, together with our flexible manufacturing capability and research and development efforts, have resulted in 19 planned new product launches in 2009 and a robust future product pipeline.

Our Products

Firearms

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action shotguns and a comprehensive variety of centerfire and rimfire rifle types, including custom and precision guns, lever-action rifles, bolt-action rifles, break-action rifles, single-shot rifles, and modern sporting rifles. We also produce components, including uppers, lowers, barrels and spare parts, which enable gun enthusiasts to build and continually upgrade and customize their firearms. Our brand strategy allows us to address a variety of end-user preferences, ranging from hunting and shooting sports to government, military and law enforcement applications, from beginner to accomplished shooters, as well as build strong brand awareness and generate attractive cross-selling opportunities. As the largest firearms manufacturer in the United States, we sold approximately 1.1 million long guns during the twelve months ended June 30, 2009.

For the twelve months ended June 30, 2009, on a pro forma basis, firearms accounted for $508.3 million in net sales, or 60.9% of our total net sales.

Ammunition

As the only major supplier of both firearms and ammunition in the United States, we believe our ability to sell ammunition creates a unique competitive advantage within the industry and allows us to solidify and extend our existing long-term relationship with our loyal customer base. Our ammunition product offerings consist of a comprehensive line of sporting ammunition and ammunition reloading components, along with ammunition for the government, military, and law enforcement markets, marketed under the Remington, UMC, and Dakota brand names both domestically and internationally. The NRA estimates 70 to 80 million people in the United States own approximately 250 million firearms, creating a large installed base for our ammunition products. We are the largest manufacturer of commercial ammunition in the United States, and sold approximately 2.0 billion rounds of ammunition during the twelve months ended June 30, 2009.

We market an extensive line of ammunition products that range from high volume, promotionally priced ammunition products to premium, high performance products that meet the needs of the most demanding hunters and shooters as well as the military and law enforcement users. This is evidenced by the fact that we have developed and/or manufactured more cartridges than any other ammunition manufacturer. We produce over 1,000 SKUs of ammunition across 60 calibers and gauges for use across the entire spectrum of firearms. We also market frangible training ammunition specifically tailored to meet the requirements of law enforcement and military customers. Additionally, we believe our ability to deliver a complete military solution of firearms and ammunition is distinctive.

Product performance and innovation are core focuses for us and are important differentiators within the industry. We believe we are one of the world's largest producers of centerfire rifle hunting ammunition, and that our Remington Core-Lokt centerfire rifle ammunition is the most widely used. Our Premier STS and Nitro 27 shotshell target loads, viewed as the performance leader in trap, skeet and sporting clays shooting, have won more trophies at the Grand American Trap and World Skeet championship than any other brand.

For the twelve months ended June 30, 2009, on a pro forma basis, ammunition accounted for $307.4 million in net sales, or 36.8% of our total net sales.

Accessories, Licensing and Other

We sell a wide variety of branded accessories, including gun care and cleaning products and folding and collectible knives. We believe we are one of the top brands in complete firearm care, including cleaning chemicals, tools, and kits. Our wide range of oil and lubricants include RemOil, Brite-Bore, RemAction Cleaner and Rem-DriLube, which are highly versatile and widely used firearm oils and cleaning products. Through our majority owned joint venture, EOTAC, we market high quality tactical and discreet garments for military, law enforcement and the private sector. In addition, we hold

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a minority ownership stake in INTC, a leading producer of non-toxic premium based centerfire and shotshell projectiles and a leading manufacturer of frangible bullets.

We also license our trademarks to a discrete number of third parties that manufacture and market sporting and outdoor products that complement our product lines. We offer approximately 3,500 SKUs of licensed product and generate over $110 million in sales for our retail partners. Currently, our trademarks are licensed for use on, among other things, automobiles, sporting and outdoor apparel, caps, gun cases and slings, tree stands, wildlife feeders, sporting dog equipment, air guns, game decoys and calls, hunting and shooting safety and security products, gun safes, and various other nostalgia and novelty goods. We strive to ensure that the quality, image and appeal of these licensed products are consistent with the high-quality nature of our products and brand strength. We believe that these licenses increase the market recognition of our brands, enhance our ability to market our core products, and generate attractive, high margin income. Additionally, we believe there are significant opportunities for our licensed products as we believe consumer preference is continuing to move toward an outdoor lifestyle.

For the twelve months ended June 30, 2009, on a pro forma basis, all other businesses accounted for $19.6 million in net sales, or 2.3% of our total net sales. Licensing represented $3.4 million in other income during the same period.

Our Industry

We compete in the global marketplace for firearms, ammunition, accessories and licensed products in over 80 countries. End customers include police departments, domestic and foreign government organizations, including the U.S. military, and consumers, such as sportsmen, hunters, and recreational shooters. Consumer distribution channels are diverse, and include major chain retail stores, major distributors, smaller dealers, gun clubs and ranges.

Based on data from the NSSF, we estimate that the annual domestic commercial long gun market is approximately $1.1 billion and the commercial ammunition market is approximately $1.0 billion. We estimate total annual purchases of firearms and ammunition by U.S. military and law enforcement are $1.7 billion and $475 million, respectively. Additionally, we believe there are significant opportunities in the international market for our products.

The long gun market represents a significant variety of firearms, including both shotguns and rifles. The use of these firearms ranges from hunting, to law enforcement and defense, to other shooting sports, such as skeet, trap, sporting clays and target shooting. According to the NSSF, domestic consumer long gun sales (based on excise tax data) have grown at a 5% compounded annual growth rate, or the CAGR, from 2004 to 2007 and at higher rates in 2008 and 2009. Within those numbers, we believe the commercial modern sporting rifle market, in which we believe we are the largest producer, has grown at a 36% CAGR. Further, the NSSF estimates that consumer ammunition sales grew at a 17% CAGR during the same period and at higher rates in 2008 and 2009.

Our consumers include people of all ages, gender, educational backgrounds and income levels. The NRA estimates 70 to 80 million people in the U.S. own approximately 250 million firearms. This represents a significant installed base that generates a recurring revenue stream for ammunition, parts and accessory sales. In addition, we believe that a number of other developments in the industry are broadening and renewing consumer interest in hunting and shooting sports, including a renewed interest in the outdoors and product offerings designed to introduce new shooters to hunting and shooting.

We believe the accessories market for our products creates a significant opportunity for revenue growth and enhances the perception of our overall product portfolio. Accessory opportunities range from gun care products and gun parts in our hunting and shooting sports categories to trigger,

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barrel, stock, and grip upgrades, and caliber-changing upper assemblies in the tactical and modern sporting rifle lines.

We believe that a meaningful percentage of current firearm sales are being made to first time gun purchasers, particularly women. We further believe that the introduction of first time shooters, as well as the renewed interest of many existing shooters, will translate to increased participation across the ever-widening array of shooting sports. In addition, the continued adoption of the modern sporting rifle has led to increased growth in the long gun market, especially with a younger demographic of users and those who like to customize or upgrade their firearms. We view this current increase in demand as having significant long-term benefits, including expanding the popularity of shooting sport categories, as well as providing an opportunity to cultivate new, and renew existing, long-term customer relationships across our portfolio of products and brands.

Our Competitive Strengths

We believe our business model provides a broad and attractive value proposition to our customers and we believe that we are distinguished by the following competitive strengths:

Category-Defining Brands

We believe our brand names are some of the most globally recognized in the hunting, shooting sports, law enforcement, and military firearm and ammunition end-markets. This recognition is enhanced by our deep rooted philosophy and heritage of investing in the great American outdoors that is actively driven through our partnerships with hunting, shooting, outdoor sports and conservation organizations.

Built on a legacy of quality and innovation, we believe that the Remington brand represents an enduring symbol of American values and is trusted and respected by generations of sportsmen, lawmen and soldiers. Established in 1816, the Remington brand is ranked #2 in brand awareness, second only to Nike among sportsmen and 8th overall among all sports brands in the SportsOneSource 2009 Brand Index. The brand has been judiciously deployed across virtually every category of our firearms and ammunition. Remington has some of the best-known and longest-selling products in the hunting and shooting sports market, which we believe define their respective categories. For example, the 10 millionth Model 870 pump-action shotgun was produced in April 2009 and we have produced more than 5 million Model 700 bolt-action rifles, which we believe is currently the most widely-distributed rifle in its class.

The Bushmaster and DPMS brands, established in 1973 and 1986, respectively, represent the largest and second largest designers and suppliers of modern sporting rifles, components and parts for the commercial market, in addition to sales to the law enforcement, military and international markets. Bushmaster was one of the first to introduce modern sporting rifles to the consumer market, a segment which is growing faster than the general firearms industry.

Our other firearms brands are leaders in their niche markets:

•: Marlin—Key producer of lever-action and bolt-action rifles
•: Harrington & Richardson—Producer of break-action single-shot rifles and shotguns
•: L.C. Smith—Major producer of aspirational side-by-side and over-under shotguns
•: Parker—Key producer of aspirational high-end brand of artisanal shotguns
•: Dakota Arms—Key producer of aspirational rifles and shotguns often chambered in large calibers

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•: Miller Arms—Producer of customized precision single-shot rifles
•: Nesika—Producer of precision bolt-action rifles and actions

Our ammunition brands, including Remington, UMC and Dakota, also enjoy leading market positions, strong brand recognition and generations of customer loyalty. We believe that Remington Core-Lokt centerfire ammunition is the most widely used, and the Premier STS and Nitro 27 target loads have won more trophies at the Grand American Trap and World Skeet championship than any other brand.

Our EOTAC and INTC joint ventures extend into tactical and discreet clothing and frangible ammunition, respectively.

Leading Market Share Positions

Our core products are ranked #1 across their respective U.S. commercial product categories.

Categories

Firearms
	Shotguns	#1	31	%
	Traditional Rifles	#1	36	%
	Modern Sporting Rifles	#1	49	%
Ammunition		#1	33	%

Note:: Based on SMRG and AFMER data and excludes law enforcement, international and military sales.

Broad Product Portfolio

We have the broadest firearms, ammunition, components, parts and accessory portfolio in our industry. Our products range in price from entry level firearms under the Harrington & Richardson brand to the aspirational hand-crafted Parker Gun and Dakota brands in addition to our core brands of Remington, Bushmaster, DPMS and Marlin. We are the only company in the United States that is a major supplier of both firearms and ammunition. We further leverage consumer loyalty to our brands by offering components and parts for firearms as well as accessories. We also license our trademarks to a discrete number of third parties that manufacture and market sporting and outdoor products that complement our product lines.

Expertise in Designing Innovative, High-Quality Products

We focus on providing generations of consumers with the combined advantage of safety and high-performance products through our superior design and construction, proprietary technology and advanced materials. We are an innovation leader in our industry, supported by more than 45 engineers and technicians and what we believe to be the industry's only domestic freestanding and dedicated firearms research and development facility. Our technicians are keenly focused on aligning our products with the growth trend among consumers for increasingly sophisticated products.

This strategy results in a robust new product pipeline, including our M887 Nitro Mag shotgun, an innovative new pump-action shotgun that features ARMORLOKT, our proprietary protective coating designed for the harshest environments. In addition, we have developed various innovative products for the international, law enforcement and government end-markets under the Remington, Bushmaster and DPMS brands. For example, Remington supplies the M24 Sniper Weapon System to the U.S. Army. Finally, Bushmaster and DPMS, which supplied over 30,000 firearms to law

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enforcement and international customers in 2008, provide firearms to various federal agencies including the DOD.

Recent ammunition product introductions have focused on developing exclusive or proprietary technology with application to performance oriented hunting and shooting sports users and special application law enforcement and military needs.

Multiple Distribution Channels Reaching Diverse End-Markets

Commercial

The combination of our strong brands, wide product breadth, leading market shares and the ability to offer both firearms and ammunition has made us a key partner with our commercial retailers and distributors. We have strong relationships with all of the major chain retail stores that sell firearms and ammunition, including Bass Pro Shops, Cabela's, Dick's Sporting Goods, Gander Mountain, Academy, Big Five and Wal-Mart, as well as with major sporting goods distributors. In addition, we have strong relationships with dealers and shooting ranges, and are actively working with them to grow sales within this channel. Within the commercial business, our products are used across a wide variety of shooting activities, resulting in numerous diverse customer end-markets serving hunters as well as skeet, trap and target shooters, competitive target shooters and a broad variety of recreational shooters.

Military/Law Enforcement/International

In addition to our significant commercial business, we sell products to law enforcement, international, government and military end-markets. These markets represented approximately 19% of our 2008 net sales. We believe that our increasingly focused law enforcement and global military products divisions will increase our presence in the law enforcement and defense markets beyond our existing customers, which include the Texas Department of Public Safety, Los Angeles County Sheriff's Department, Los Angeles Police Department, the California Highway Patrol, FLETC, DOD, the United States SOCOM, and the United States Secret Service, as well as international governments including Colombia, the Republic of Georgia, Italy, Poland, Malaysia, Mexico and Oman. All firearms and ammunition that we sell and export to foreign countries, whether sold commercially or to international governments and militaries, must be licensed and approved by the U.S. Department of State or the U.S. Department of Commerce.

Differentiated, Customer-Focused Sales and Marketing Approach

We have significantly grown and transitioned our dedicated sales force to a two-tiered structure whereby dedicated key account managers sell the full FGI product offering to our top eight retail accounts while our internal field sales force calls on our network of approximately 800 distributors and dealers. This investment and effort has significantly reduced our use of third-party, non-exclusive sales representatives. This sales structure is similar to those utilized by many leading consumer products companies and allows for us to more effectively sell our entire suite of brands and products to our key customers and distributors. We believe this sales structure will lead both to increased market share with our key customers as well as to provide the ability to leverage our flexible manufacturing capacity to quickly respond to changes in customer preferences and demands.

We have also shifted our business from a manufacturing-based "push system" to a customer-focused "pull system," driven by our Chief Sales and Marketing Officers. We have the ability to mine our extensive and proprietary database of consumer contacts and are an industry leader in our ability to capture and analyze point-of-sale and sell through data from our key customers and distributors to determine what products our customers demand. Additionally our key account managers have access to the full suite of FGI products and we believe are leveraged by our retail partners to assist in long range sales planning.

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Our law enforcement and global military products divisions capitalize on key relationships to identify customer needs, so that research and development investments are focused and timely in providing products that meet these needs. We supplement our law enforcement and military efforts through the consultation of our board members who have extensive knowledge and experience.

Attractive Cash Flow Generation

We believe our recurring revenue model further supports our ability to generate strong future cash flows that can be re-invested in research and development, the growth of sales within our distribution channels and in the acquisition of select complementary businesses. We have achieved substantial working capital improvements since 2007 by decreasing average days sales outstanding by 10 days and inventory days by 45 days from January 2007 through June 2009. Our attractive operating margins, variable cost structure, relatively low maintenance capital expenditures and low working capital needs all result in strong cash flow generation.

Proven and Experienced Management Team

Our senior management team has substantial industry and related operational, sales and marketing and financial experience. For example, our Chief Executive Officer, Ted Torbeck, joined us after a 28 year career with General Electric, our Chief Sales Officer, Scott Blackwell, has over 20 years experience in the firearm and law enforcement industry and our Chief Financial Officer, Stephen Jackson, has been with the Company for six years and has over 19 years of financial and accounting experience. Immediately after the offering, our management will own approximately % of our common stock (on a fully diluted basis). In addition to key managers that have been in place at our companies, we have added numerous experienced external professionals to execute our business strategy. Our management team is also supported by a dedicated group of employees who embody an innovation driven culture. The team continues to focus on upside opportunities to establish permanent competitive advantages and drive operational synergies from successfully executed acquisitions and integrations.

Our Growth Strategy

Our fundamental strategy is to continue to strengthen and broaden our leading market positions across the firearms, ammunition and related product markets. We do so by actively and collectively managing our broad portfolio of powerful brands and products across a diverse set of end-markets. Our core strengths described above, augmented by a constant focus on operational improvements designed to increase manufacturing efficiency, quality and profitability, have been implemented and are continuously refined by our highly experienced management team. Specific additional strategic initiatives include:

Increase Commercial Market Share through Marketing-Focused Organization

The combination of our strong brands, wide product breadth, leading market shares and the ability to offer both firearms and ammunition has cultivated a broad and loyal customer base across a wide range of commercial retailers and distributors. We have invested in our commercial sales organization, growing our headcount by 44% over the past two years, to increase the experience, reach and impact of our team. This investment and effort has significantly reduced our use of third-party, non-exclusive sales representatives. We expect to continue to grow our commercial market share by leveraging our strong brand and product portfolio with our dedicated sales force to increase shelf space. As we continue to see results of our sales and marketing optimization efforts, we will benefit from the key account managers developing stronger ties to and long term plans with our core retailers while the broader sales force capitalizes on an extensive existing dealer network. By increasing our

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consumer points-of-contact and continued focus on a customer driven platform, we believe we will continue to expand our leading market position.

Further Penetrate the Domestic and International Defense and Law Enforcement Channels

Our global military products division, operating under a unified leadership across all of our brands, has focused research efforts on developing products in advance of key emerging imminent firearms solicitation windows for the DOD over the next several years. We have significantly ramped up and augmented our business to take advantage of these opportunities. While we have supplied a number of products to the military and law enforcement channels for many years, we view this area as having high potential for further penetration and growth for a wide variety of our existing products, as well as products we have recently developed and continue to develop. As noted above, our law enforcement and global military products divisions use key relationships to identify customer needs in anticipation of formal bids, so that research and development investments are focused and timely in providing products that meet those needs. Specific opportunities include the development of the next generation tactical sniper system for special operations and conventional military customers, the next generation service rifle for the U.S. Army, an upgrade option to our current M24 Sniper Weapon System for the U.S. Army for greater range and capability, and a materials and coatings sniper rifle study for the Defense Advanced Research Projects Agency (DARPA) that focuses on barrel life and long range accuracy. In addition, we are aligning ourselves with certain suppliers to exploit our competitive advantages and secure future government-funded research and development opportunities in this area.

Our international presence has increased significantly in net sales over the last two years with firearms (sniper systems, shotguns, and service rifles) and ammunition sales to governmental customers in Mexico, Thailand, Malaysia and Afghanistan, among other countries. In addition to the new products mentioned above, we are developing several products specific to the foreign markets, including a 7.62mm semi-auto sniper system and several personal defense weapons. We believe we are well-positioned as an important player in this growing global market and can offer full firearms and ammunition solutions to existing and new foreign military customers. We believe leveraging current and future DOD contracts will further enhance our ability to win international business. All firearm export sales need to be licensed and approved by the United States Department of State or the United States Department of Commerce, and we have a successful track record of obtaining such approvals.

Continued Focus on Innovation and New Product Development

Our team develops new products, such as the weather-resistant M887 Nitro Mag shotgun which was launched in May 2009, as well as processes to bring new products such as the XL7 series of rifles to market more quickly and cost effectively. Our focus on innovation has resulted in the introduction of diverse products such as the Remington R-15 modern sporting rifle, the R-25 modern sporting rifle, the Bushmaster .50 BMG bolt action rifle, and the .308 DPMS modern sporting rifle. In 2009, we also launched the Remington M597 VTR rimfire rifle, the Marlin .338 MXLR/MX lever action line of rifles and the Remington R-15 styled rifle for the new Remington 30AR cartridge, along with a variety of other new ammunition products. We are driving product development for our law enforcement, international and military efforts, as well as additional sales to existing commercial customers with additional part configurations and calibers for the modern sporting rifle. Specific examples include the Adaptive Combat Rifle and 7.62mm semi-auto sniper system. We have numerous new products in development with multiple new firearms product platforms and extensions to existing product lines scheduled for introduction in 2010 and beyond.

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Continue to Optimize Manufacturing Operations

We have augmented and integrated our facilities over the last 18 months and have focused on improving our operating efficiency. To this end, we have completed a number of lean manufacturing projects, including a factory consolidation and six sigma efforts led by the introduction of more than 50 black belt process experts since implementation of the program. Such projects have increased throughput and reduced direct labor, square footage and equipment downtime along with improved cash flow from lower inventory levels. These activities, which we call "continuous cost improvements," will continue to be a cornerstone of our organization as we build and optimize our world class manufacturing platform.

Our manufacturing optimization efforts have also included the shift of some modern sporting rifle components and parts production into our plants and away from third-party vendors. These efforts have made the combined organization considerably more flexible, improved our quality and margins and enabled us to more quickly and efficiently address future changes in demand. The benefits of our past work are starting to appear in our ability to leverage our existing manufacturing footprint during periods of high demand while maintaining variability in our cost structure. We enhance this variability through our use of third parties for many modern sporting rifle components with no long-term contracts, so that we can adjust our inventory quickly and at a low cost.

Pursue Complementary Acquisitions and Strategic Investments

We have built and strengthened our family of brands and products over the past three years, primarily through the successful integration of four primary acquisitions (Bushmaster, Remington, DPMS and Marlin) made between April 2006 and January 2008. We did so with the goal of creating the world's leading firearms and ammunition company. We have a proven track record of successfully identifying and integrating acquisitions, as demonstrated by the integration of our brands, and have achieved significant operational improvements as a result. We intend to continue to identify and pursue add-on strategic acquisitions or investments that expand and enhance our brand, product and intellectual property portfolio. We seek to acquire highly complementary products, intellectual property or external capabilities to expand our portfolio or extend our brands and channel relationships.

We have recently completed three acquisitions which we believe will enhance our business performance. On June 5, 2009, we acquired certain assets of Dakota Arms, a producer of high-end rifles, shotguns and ammunition for approximately $1.8 million, which primarily consisted of inventory and equipment. This acquisition positions us in the largely customized, high precision, large caliber and safari segments of the market, with premium and aspirational firearm and ammunition brands including Dakota Arms, Miller Arms and Nesika, as well as Dan Walter premium gun cases. In addition, on September 22, 2009, we acquired certain assets from S&K Industries, Inc. ("S&K"), a supplier of high quality walnut and laminate wood stocks for our firearms operations for approximately $3.8 million. The assets acquired are primarily inventory, machinery and equipment. We believe this acquisition will reduce certain costs of acquiring the wood stocks and improve efficiencies in our firearms manufacturing processes. Finally, on October 2, 2009, we completed the acquisition of certain assets of Advance Armament Corporation ("AAC") for approximately $10.2 million, with additional contingent consideration of approximately $8.0 million due in 2015 upon achievement of certain employment and financial conditions. AAC manufactures and markets a full line of firearm accessory products used in certain military (including current use by the DOD), law enforcement and commercial markets and provides us further product portfolio expansion.

Recent Transactions

In July 2009, we issued $200.0 million of 10.25% Senior Secured Notes due 2015 at an issue price of 97.827% (the "Notes"), and entered into a new $180.0 million senior secured asset-based

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revolving credit facility (the "ABL Revolver"). We used the proceeds of the Notes together with proceeds from borrowings under the ABL Revolver and cash on hand to repay outstanding indebtedness, and to pay related transaction fees and expenses.

The issuance of the Notes, the borrowing under our ABL Revolver and the related repayments of outstanding indebtedness (including the termination of any commitments thereunder) described above are referred to collectively as the "Refinancings." Prior to the Refinancings, FGI maintained two separate capital structures at its two principal subsidiaries: Remington and BFI. The Refinancings consolidated all significant debt at FGI with all wholly-owned domestic subsidiaries being borrowers and/or guarantors.

Ownership

Immediately after the offering, funds and accounts managed by Cerberus or its affiliated management companies, which we refer to collectively as our controlling stockholder, will control approximately % (approximately % if the underwriters' option to purchase additional shares to cover over-allotments is exercised in full) of our common stock. Established in 1992, Cerberus, along with its affiliates, is one of the world's leading private investment firms. Cerberus currently holds controlling or significant minority investments in companies around the world. Cerberus invests in divestitures, turnarounds, recapitalizations, financial restructurings, public-to-privates and management buyouts in a variety of sectors.

Corporate Information

Our principal executive offices are located at 870 Remington Drive, P.O. Box 1776, Madison, North Carolina 27025-1776, and our telephone number is (336) 548-8700. For information on our corporate history, see "Business—Company Overview—Our History and Corporate Structure."

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THE OFFERING


Common stock offered:
	By Freedom Group, Inc.	shares (or shares if the underwriters exercise their over-allotment option in full).
	By the selling stockholders	shares (or shares if the underwriters exercise their over-allotment option in full).
Shares outstanding after the offering		shares (or shares if the underwriters exercise their over-allotment option in full).
Shares outstanding or issuable after the offering		shares (or shares if the underwriters exercise their over-allotment option in full).
Use of proceeds		The net proceeds to us from this offering will be approximately $ million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering for working capital and other general corporate purposes. See "Use of Proceeds." We will not receive any proceeds from the sale of shares by the selling stockholders.
Dividend Policy		The declaration and payment of any dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other considerations that our board of directors deems relevant. See "Dividend Policy."
Risk factors		See "Risk Factors" and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.
Proposed ticker symbol		" "

The number of shares of common stock outstanding after the offering is based on shares of common stock outstanding as of , 2009 (assuming that the Recapitalization had taken place) and includes common stock underlying options that are exercisable within 60 days of , 2009, but excludes common stock underlying all other options. The number of shares excluded in the previous sentence are included in the number of shares of common stock outstanding or issuable after this offering (which includes the shares issuable upon the exercise of all outstanding options).

Unless otherwise indicated, all information contained in this prospectus assumes:

•: that the underwriters do not exercise their option to purchase up to additional shares of our common stock from us and the selling stockholders to cover over-allotments, if any;
•: the -for-1 reverse split of all our outstanding common stock and the reclassification of all our outstanding preferred stock into a calculated amount of shares of our common stock, which will occur immediately prior to the closing of this offering (the foregoing, collectively, the "Recapitalization"); the amount of shares of common stock to be issued upon the reclassification of such preferred stock will be determined by ; and

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•: the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, which will occur immediately prior to the closing of this offering.

For more detailed information regarding our common stock and options, see "Description of Capital Stock."

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SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

As a result of the acquisition of the assets of Bushmaster by CCM, which was effective as of April 1, 2006, our financial results for 2006 have been separately presented in our consolidated financial statements for the "Predecessor Entity" for the period January 1, 2006 through March 31, 2006 and for the "Successor Entity" for the period April 1, 2006 through December 31, 2006. We have combined the 2006 Predecessor Entity and Successor Entity periods from January 1, 2006 through December 31, 2006 in the summary historical and pro forma consolidated financial data below, as we believe this combination is more useful to explain our results of operations. This presentation is not a measure under GAAP and it is provided to enhance the reader's understanding of our results of operations for the period presented.

The summary historical financial data below for each of the years ended December 31, 2008 and 2007 and the period from April 1, 2006 to December 31, 2006 are derived from the consolidated financial statements of Freedom Group. The summary historical financial data for the period from January 1, 2006 through March 31, 2006 is derived from the consolidated financial statements of Bushmaster Firearms, Inc. and its subsidiaries. All financial statements described above have been audited by Grant Thornton LLP, independent registered public accounting firm, and are included elsewhere in this prospectus. The summary historical financial data for each of the six month periods ended June 30, 2009 and 2008 are derived from the unaudited consolidated financial statements of Freedom Group included elsewhere in this prospectus. Such unaudited consolidated financial statements, in the opinion of our management, include all adjustments necessary for the fair presentation of our financial condition, results of operations and cash flows for such periods and as of such dates.

The summary unaudited condensed consolidated pro forma financial information for the twelve months ended June 30, 2009 has been derived from the unaudited pro forma consolidated financial information for the year ended December 31, 2008 and for the six months ended June 30, 2008 and 2009 included in "Unaudited Pro Forma Condensed Consolidated Financial Information." The unaudited pro forma consolidated statement of operations data has been adjusted to give effect to the Marlin Acquisition, the Refinancings and the Dakota Acquisition as if they had occurred on January 1, 2008, and the unaudited pro forma, as adjusted consolidated statement of operations data has been adjusted to give effect to the Transactions as if they had occurred on January 1, 2008. The unaudited pro forma consolidated balance sheet data reflects our financial position as if the Refinancings had occurred as of June 30, 2009 and the unaudited pro forma, as adjusted consolidated balance sheet data reflects our financial position as if the Refinancings, the Recapitalization and the offering of our common stock and the use of proceeds thereof had occurred as of June 30, 2009.

The summary unaudited pro forma consolidated financial data is for informational purposes only and does not purport to present what our results of operations and financial condition would have been had these transactions actually occurred as of the dates indicated, nor does it project our results of operations for any future period or our financial condition at any future date.

You should read the following audited and unaudited summary historical and pro forma consolidated financial data of Freedom Group in conjunction with "Selected Historical Consolidated Financial Data," "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and their notes and other financial information appearing elsewhere in this prospectus.

Our results of operations for the year ended December 31, 2006 reflect the combined predecessor and successor operations of Bushmaster. Our results of operations for the year ended December 31, 2007 also include the results of operations of Remington, which we acquired on May 31, 2007. Due to the significant impact of the acquired Remington operations, our financial results for

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periods subsequent to May 31, 2007 may not be comparable to our results from prior-year periods. In addition, on December 13, 2007 we consummated the acquisition of certain assets of DPMS and on January 28, 2008, we consummated the Marlin Acquisition. Due to the impact of the acquired Marlin and DPMS operations, our results of operations for 2008 may not be comparable to our results from prior-year periods. For additional information regarding our acquisitions, see "Business—Company Overview—Our History and Corporate Structure."

	Year Ended December 31,									Six Months Ended June 30, (Unaudited)						Twelve Months Ended June 30, (Pro Forma) (Unaudited)			Twelve Months Ended June 30, (Pro Forma, as Adjusted) (Unaudited)

	2006			2007(3)			2008(3)			2008(3)			2009			2009			2009
	(in millions, except share and per share data)
Income Statement and Other Data
Net Sales(1)	$	58.1		$	384.9		$	722.5		$	316.8		$	427.3		$	835.3		$
Cost of Goods Sold		34.4			306.0			524.4			229.8			282.4			577.6
Gross Profit		23.7			78.9			198.1			87.0			144.9			257.7
Operating Expenses		12.7			70.1			186.9			66.0			78.7			201.9
Operating Income		11.0			8.8			11.2			21.0			66.2			55.8
Interest Expense		4.6			21.2			30.8			15.2			14.6			27.2
Income (Loss) before Taxes		6.4			(12.4	)		(19.6	)		5.8			51.6			28.6
Net Income (Loss)		5.2			(9.0	)		(28.6	)		3.6			33.0			2.2
Net Income (Loss) Applicable to Common Stock		5.2			(9.9	)		(48.2	)		(6.1	)		23.0			(17.7	)
Net Income (Loss) Per Share
Basic	$	0.33		$	(0.62	)	$	(2.97	)	$	(0.38	)	$	1.41		$	(1.09	)	$	(2)
Diluted	$	0.32		$	(0.62	)	$	(2.97	)	$	(0.38	)	$	1.39		$	(1.09	)	$	(2)
Weighted Average Number of Shares Outstanding
Basic		15,937,801			16,084,174			16,236,305			16,166,948			16,332,431			16,318,669			(2)
Diluted		16,052,595			16,084,174			16,236,305			16,166,948			16,554,230			16,318,669			(2)
Operating and Other Financial Data
Net Cash provided by (used in):
Operating Activities	$	6.4		$	70.8		$	52.9		$	(39.4	)	$	53.3
Investing Activities		(77.3	)		(90.7	)		(57.1	)		(49.0	)		(7.9	)
Financing Activities		71.7			43.9			57.3			74.9			(12.2	)

	As of June 30, 2009 (Unaudited)

	Actual			Pro Forma			Pro Forma, as Adjusted
	(in millions)
Balance Sheet Data
Cash and Cash Equivalents	$	111.0		$	18.6		$
Working Capital		271.6			181.0
Total Assets		734.0			655.6
Total Debt(4)		324.3			250.3
Stockholders' Equity (Deficit)		(80.3	)		(82.9	)

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	Year Ended December 31,									Six Months Ended June 30						Twelve Months Ended June 30, (Pro Forma)			Twelve Months Ended June 30, (Pro Forma, as Adjusted)

	2006			2007(2)			2008(2)			2008(3)			2009			2009			2009
	(in millions)
Other Financial Data
EBITDA(5)	$	13.2		$	54.6		$	104.7		$	49.5		$	96.2		$	150.8		$
EBITDA Margin(6)		22.7	%		14.2	%		14.5	%		15.6	%		22.5	%		18.1	%		%
Capital Expenditures	$	0.3		$	8.4		$	18.4		$	7.4		$	4.3		$	15.3		$

	Twelve Months Ended June 30, 2009 (Pro Forma) (Unaudited)

	(in millions, except ratios)
Pro Forma Data
Ratio of Total Debt to EBITDA(4)(5)		1.7	x
Ratio of EBITDA to Interest Expense(5)		5.5	x
Interest Expense	$	27.2

(1): Presented net of federal excise taxes. Federal excise taxes were $54.5 million, $31.0 million and $3.8 million for the years ended 2008, 2007 and 2006, respectively. Federal excise taxes were $38.7 million and $22.4 million for each of the six months ended June 30, 2009 and 2008, respectively. Pro Forma federal excise taxes for the twelve months ended June 30, 2009 were $70.8 million.
(2): Net income (loss) per share and weighted average number of shares outstanding give effect to our proposed Recapitalization.
(3): Results for the year ended December 31, 2007 reflect the impact of the acquired Remington and DPMS operations, which were acquired in May 2007 and December 2007, respectively. Results for the year ended December 31, 2008 and the six months ended June 30, 2008 reflect the impact of the acquired Marlin operations, which was effective January 28, 2008, and the acquired DPMS operations, which was effective December 13, 2007.
(4): Consists of short-term and long-term debt, current portion of long-term debt and capital lease obligations.
(5): "EBITDA" is defined in the indenture governing the Notes. In addition to adjusting net income (loss) to exclude income taxes, interest expense, and depreciation and amortization, EBITDA also adjusts net income (loss) by excluding items or expenses as set forth below. EBITDA is a primary component of the fixed charge coverage ratio used in covenants under the indenture governing the Notes and is a basis on which management assesses performance.

EBITDA is not a measure of performance defined in accordance with GAAP. However, management believes that EBITDA is useful to investors in evaluating our performance because it is a commonly used financial analysis tool for measuring and comparing companies in our industry in areas of operating performance. Management believes that the disclosure of EBITDA offers an additional financial metric that, when coupled with the GAAP results and the reconciliation to GAAP results, provides a more complete understanding of our results of operations and the factors and trends affecting our business.

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EBITDA should not be considered as an alternative to net income (loss) as an indicator of our performance or as an alternative to net cash provided by operating activities as a measure of liquidity or as an alternative to any other measure prescribed by GAAP. The primary material limitations associated with the use of EBITDA as compared to GAAP results are (i) it may not be comparable to similarly titled measures used by other companies in our industry, and (ii) it excludes financial information that some may consider important in evaluating our performance. We compensate for these limitations by providing the following disclosure of the differences between EBITDA and GAAP results, including providing a reconciliation of EBITDA to GAAP results, to enable investors to perform their own analysis of our operating results.

EBITDA is calculated as follows:

		Year Ended December 31,								Six Months Ended June 30, (Unaudited)				Twelve Months Ended June 30, (Pro Forma) (Unaudited)

		2006		2007			2008			2008		2009		2009
		(in millions)
Net Income (Loss)		$	5.2	$	(9.0	)	$	(28.6	)	$	3.6	$	33.0	$	2.2
Adjustments:
	Depreciation		0.3		8.7			16.4			8.2		8.3		16.5
	Interest		4.6		21.2			30.8			15.2		14.6		27.2
	Income Tax Expense (Benefit)		1.1		(4.0	)		9.1			2.2		18.7		26.6
	Amortization of Intangibles		1.0		3.0			6.7			4.0		3.6		6.3
	Impairment Charges		—		—			47.4			—		—		47.4
	Other Non-cash Charges(A)		0.2		(2.6	)		4.9			2.4		7.5		10.0
	Non-recurring Charges(B)		0.8		37.3			18.0			13.9		10.5		14.6

	Total Adjustments		8.0		63.6			133.3			45.9		63.2		148.6

	EBITDA	$	13.2	$	54.6		$	104.7		$	49.5	$	96.2	$	150.8

(A): Other non-cash charges include the following:

		Year Ended December 31,								Six Months Ended June 30, (Unaudited)					Twelve Months Ended June 30, (Pro Forma) (Unaudited)

		2006		2007			2008			2008			2009		2009
		(in millions)
Retiree Benefits and Pension Expenses		$	—	$	3.5		$	0.9		$	0.4		$	3.4	$	3.9
Plan Amendments/Curtailment(i)			—		(6.4	)		—			—			—		—
Stock Option Expense			0.2		0.1			1.4			0.8			0.3		0.9
Loss on Disposal of Assets			—		—			0.7			—			0.3		1.0
Inventory Write-off			—		0.3			2.0			1.3			3.5		4.2
Miscellaneous and Non-cash Rent			—		(0.1	)		(0.1	)		(0.1	)		—		—

	Total Other Non-cash Charges	$	0.2	$	(2.6	)	$	4.9		$	2.4		$	7.5	$	10.0

(i): Consists of non-cash gain related to the amendment of our defined benefit plan.

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(B): Non-recurring charges include the following:

		Year Ended December 31,							Six Months Ended June 30, (Unaudited)				Twelve Months Ended June 30, (Pro Forma) (Unaudited)

		2006		2007		2008			2008		2009		2009
		(in millions)
Restructuring and Integration Expenses(i)		$	0.1	$	4.0	$	4.9		$	3.0	$	1.1	$	3.0
Purchase Accounting(ii)			0.4		31.8		6.1			5.6		—		0.5
Write off of Surveillance Products Inventory(iii)			—		—		3.1			3.1		—		—
Gain on Sale of Investment(iv)			—		—		(1.4	)		—		—		(1.4	)
Employee Related Costs(v)			0.1		0.3		3.3			1.8		1.4		2.9
Product Safety Program(vi)			—		—		—			—		6.6		6.6
Other Fees and Transaction Costs(vii)			0.2		1.2		2.0			0.4		1.4		3.0

	Total Non-recurring Charges	$	0.8	$	37.3	$	18.0		$	13.9	$	10.5	$	14.6

(i): Consists of factory integration costs associated with lean six sigma implementation and Marlin back-office integration including external consulting, consulting services by Cerberus Operations and Advisory Company, LLC, an affiliate of Cerberus, travel and equipment transportation expenses.
(ii): Consists of purchase accounting adjustments related to the write-up of inventory and recording of hedging agreements at estimated fair value in accordance with Statement of Financial Accounting Standards ("SFAS") No. 141 (revised 2007), Business Combinations ("SFAS 141(R)"), that were rolled out over the subsequent period for which inventory was sold and period for which hedging contracts were expected to mature.
(iii): Consists of cost of write-downs on inventory incurred upon exit of technology business.
(iv): Consists of gain associated with sale of investment.
(v): Consists of employee separation benefits, relocation and employment search fees.
(vi): Consists of an accrual to reflect the estimated costs related to a product warning campaign related to 17 HMR ammunition and Remington Model 597 17 HMR semi-automatic rifles.
(vii): Consists of costs incurred for the development of DOD organization and fees and expenses associated with due diligence for potential acquisitions and the current refinancing, offset by a gain associated with a federal excise tax audit.
(6): Defined as EBITDA divided by Net Sales.

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RISK FACTORS

An investment in our common stock is subject to a number of risks. You should carefully consider the risks described below together with all the other information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks occurs, our business, financial condition, prospects or results of operations could be harmed. In such an event, the trading price of our common stock could decline and you may lose part or all of your investment.

Risks Relating to Our Business

Unfavorable market trends and regulatory concerns could adversely affect demand for our products and our business.

We believe that a number of trends that currently exist may affect the hunting and shooting sports market:

•: the development of rural property in many locations has curtailed or eliminated access to private and public lands previously available for hunting;
•: environmental issues, such as concern about lead in the environment; and
•: decreases in consumer confidence and levels of consumer discretionary spending.

These trends may have a material adverse effect on our business by impairing industry sales of firearms, ammunition and other shooting-related products.

Our business could be materially adversely affected as a result of general economic and market conditions. Continued volatility and disruption of the credit and capital markets may negatively impact our revenues and our, or our suppliers' or customers', ability to access financing on favorable terms or at all.

We are subject to the effects of general global economic and market conditions. Increases in commodity prices, higher levels of unemployment, higher consumer debt levels, declines in consumer confidence, uncertainty about economic stability and other economic factors that may affect consumer spending or buying habits could adversely affect the demand for products we sell. If the current economic conditions and the related factors remain uncertain or persist, spread or deteriorate further, our business, results of operations or financial condition could be materially adversely affected.

While we intend to finance expansion, renovation and other projects with existing cash, cash flow from operations and borrowings under the ABL Revolver, we may require additional financing to support our continued growth. As widely reported in recent months, the financial crisis in the banking sector and financial markets has resulted in a tightening in the credit markets, a low level of liquidity in many financial markets, and extreme volatility in fixed income, credit and equity markets. Possible consequences from the financial crisis to our business include decreased revenues from our operations attributable to decreases in consumer spending, limitations on our, or our suppliers' or customers', access to capital on terms acceptable to each party or at all, potential failure to satisfy the financial and other restrictive covenants to which we are subject under the ABL Revolver or the indenture governing the Notes, insolvency of key suppliers resulting in product delays, inability of customers to obtain credit to finance purchases of our products and/or customer insolvencies, increased risk that customers may delay payments, fail to pay or default on credit extended to them, and counterparty failures negatively impacting our treasury operations, each of which could have a material adverse effect on our results of operations or financial condition.

Our business is subject to economic, market and other factors beyond our control or ability to predict.

The sale of our products depends upon a number of factors related to the level of consumer spending, including the general state of the economy and the willingness of consumers to spend on

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discretionary items. Historically, the general level of economic activity has significantly affected the demand for sporting goods products in the hunting and shooting sports and related markets. As economic activity slows, consumer confidence and discretionary spending by consumers decline. Competitive pressures arising from any significant or prolonged economic downturn could have a material adverse impact on our financial condition and results of operations, and such impact could be intensified by our leveraged condition.

Moreover, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business and operations. These risks and uncertainties include, but are not limited to, weather and other Acts of God that could result in the loss or destruction of warehoused inventory and stoppages in our ability to manufacture our key products for a sustained period of time.

Significant increases in commodity and energy prices could have a material impact on our financial condition, results of operations or cash flows.

The manufacturing of our products is dependent upon the availability of raw materials such as lead, copper, zinc, steel and brass. Increases in the prices of any of these raw materials as well as an increase in energy prices could have a material impact on our financial condition. We can provide no assurance as to the future trends of these conditions or to what extent future increases could be offset through customer price increases.

Our results of operations are affected by seasonal fluctuations in business, and our inventory management practices have had an effect on our business.

Many of our firearms products are purchased in anticipation of use during the fall hunting season. As a result of the seasonal nature of our sales, our historical working capital financing needs generally have exceeded cash provided by operations during certain parts of the year. Our recent efforts to shorten terms and reduce dating plan billing practices, under which a distributor may purchase these products beginning in December (the start of our firearms dating plan year) and pay for them on extended terms, have moderated this seasonal aspect of working capital financing needs as compared to prior years. However, our working capital financing needs still tend to be higher during the spring and summer months, decreasing during the fall and reaching their lowest points during the winter.

In addition, we believe that worsening economic conditions have caused other customers (dealers and chains) to defer purchases of our products until later in the core fall hunting seasons (September through December) and to utilize lower inventory levels than during prior periods. This overall trend in demand continues to date, and there can be no assurance that such trends will not continue.

As a result of the seasonal nature of our sales and our customers' inventory management practices, our working capital financing needs may significantly exceed cash provided by operations during certain periods in a year.

A substantial amount of our business comes from one "national account" customer. A substantial portion of our accounts receivable is concentrated with two customers. Loss of business from either of these customers could adversely affect our financial condition, results of operations or cash flows.

Our dedicated sales force and key account managers market our products directly to national accounts (consisting primarily of mass merchandisers) and to federal, state and local government agencies. Approximately 15% and 9% of our total sales for the year ended December 31, 2008 and for the six months ended June 30, 2009, respectively, and 13% and 6% of our accounts receivable balance as of December 31, 2008 and as of June 30, 2009, respectively, were attributable to one national

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account, Wal-Mart. Our sales to Wal-Mart are generally not governed by a written long-term agreement. In the event that Wal-Mart significantly reduces or terminates its purchases of firearms and/or ammunition from us, our financial condition, results of operations or cash flows, could be adversely affected.

Wal-Mart, together with another customer, accounted for approximately 21% and 16% of our accounts receivable balance as of December 31, 2008 and as of June 30, 2009, respectively. This other customer, due to the timing of its purchasing, usually maintains significant amounts of accounts receivable at the end of our fiscal year. In the event that this customer incurs financial difficulty and is unable to pay its account in full, our financial condition, results of operations or cash flows could be adversely affected.

We have experienced a significant increase in demand for certain of our products since late 2008. There can be no assurance that this increased demand for certain firearms and ammunition will continue.

Demand for firearms and ammunition has increased significantly since late 2008, which we believe has been due in part to increased consumer uncertainty relating to new and potentially more restrictive legislation, and the increase of home defense spending in light of the global economic downturn. While we view this increase in demand as a significant long-term opportunity to expand our customer base and strengthen our customer relationships, there can be no assurance that this increased demand will continue or that demand will not decrease in the near or long-term. Any decrease in market demand for our products could have a material adverse effect on our business, financial condition, results of operations or cash flows.

We are dependent on a number of key suppliers. Loss of or damage to our relationships with these suppliers could have a material adverse effect on our business, financial condition, results of operations or cash flows.

To manufacture our various products, we use many raw materials, including steel, zinc, lead, brass, copper, plastics and wood, as well as manufactured parts purchased from independent manufacturers. An extended interruption in the supply of these or other raw materials or in the supply of suitable substitute materials would disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, we may incur additional costs in sourcing raw materials from alternative producers.

For a number of our raw materials, we rely on one or a few suppliers. Alternative sources, many of which are foreign, exist for each of these materials. We do not, however, currently have significant supply relationships with any of these alternative sources. We cannot estimate with any certainty the length of time that would be required to establish alternative supply relationships, or whether the quantity or quality of materials that could be so obtained would be sufficient.

In addition, we rely on a limited number of vendors to perform machining processes on key rifle components. Any disruption of the operations of one of our key vendors could materially impact our ability to obtain certain rifle components. In the event that we lose one of our principal vendors, we may not be able to find an alternative vendor in a timely fashion, and as a result, our ability to produce rifles could be materially and adversely affected.

We have been increasing the prices on certain of our products and shortening sales terms. These higher product selling prices coupled with reduced sales terms could limit sales, which could negatively impact our business, financial condition, results of operations or cash flows.

We have imposed price increases on our customers in an attempt to offset cost increases relating to materials and energy (including lead, copper, zinc, brass, steel and fuel) that we have experienced. We have also worked to reduce sales terms over the past several years related to certain working capital initiatives. These higher product prices and shorter sales terms could limit our sales in

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the future and could negatively impact our business, financial condition, results of operations or cash flows.

We may not be able to compete successfully within our highly competitive markets, which could adversely affect our business, financial condition, results of operations or cash flows.

The markets in which we operate are highly competitive. Product image, name, quality and innovation are the primary competitive factors in the firearms industry. Product differentiation exists to a much lesser extent in the ammunition industry, where price is the primary competitive factor. Reductions in price by our competitors in the ammunition industry could force us to reduce prices or otherwise alter terms of sale as a competitive measure, which could adversely affect our business, financial condition, results of operations or cash flows.

Our competitors vary by product line. Some of our competitors are subsidiaries of large corporations with substantially greater financial resources than us. Although we believe that we compete effectively with all of our present competitors, we may not continue to do so, and our ability to compete could be adversely affected by our leveraged condition. See "Business—Competition."

An increase in revenues to government, law enforcement and military sales channels could result in increased uncertainty to the timing of our sales revenues.

Government, law enforcement and military sales channels are typically in the form of contract sales arrangements. We are exposed to these channels through our sale of certain firearms and ammunition products. An increasing percentage of our sales revenues could therefore be subject to contract negotiations. This trend could cause sales revenue amounts to be increasingly volatile and uncertain with respect to the timing of orders.

We intend to evaluate acquisitions, joint ventures and other strategic initiatives, any of which could distract our management or otherwise have a material adverse effect on our business, financial condition, results of operations or cash flows.

Our future success may depend on opportunities to buy or obtain rights to other businesses or technologies that could complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities. In particular, we intend to evaluate potential mergers, acquisitions, joint venture investments, strategic initiatives, alliances, vertical integration opportunities and divestitures. However, we may not experience the anticipated benefits of these transactions. In addition, we may be unable to effectively integrate any acquired businesses into our organization, and may not succeed in managing such acquired businesses or the larger company that results from such acquisitions. If we attempt to engage in these transactions, we expose ourselves to various inherent risks, including:

•: accurately assessing the value, future growth potential, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition candidates;
•: unanticipated expenses and potential delays related to integration of the operations, technology, and other resources of the acquired companies;
•: the potential loss of key personnel of an acquired or combined business;
•: our ability to achieve projected economic and operating synergies;
•: difficulties successfully integrating, operating, maintaining and managing newly-acquired operations or employees;
•: difficulties maintaining uniform standards, controls, procedures and polices;
•: unanticipated changes in business and economic conditions affecting an acquired business;

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•: the possibility we could incur impairment charges if an acquired business performs below expectations;
•: the potential strain on our financial and managerial controls and reporting systems and procedures;
•: exposure to legal claims for activities of the acquired business prior to acquisition; and
•: the diversion of our management's attention from our existing business to integrate the operations and personnel of the acquired or combined business or implement the strategic initiative.

If any of the foregoing risks materializes, our results of operations and the results of the proposed transactions would likely differ from our expectations and market expectations, and our stock price could, accordingly, decline. In addition, we may not be able to complete desirable transactions for reasons including a failure to secure financing or due to restrictions in agreements with third parties.

If we are unable to retain key management personnel, our business could be adversely affected.

Our success is dependent to a large degree upon the continued service of our executive management team. We have entered into employment agreements with certain of our executives. The loss of any member of our executive management team could have a material adverse effect on our business, financial condition and results of operations.

Because of the nature of potential injuries relating to firearms and ammunition, certain public perceptions of our products, and recent efforts to expand liability of manufacturers of firearms and ammunition, product liability cases and claims, and insurance costs associated with such cases and claims, may cause us to incur significant costs.

We are currently defending product liability litigation involving Remington brand firearms (including firearms manufactured under the Marlin, H&R and L.C. Smith names) and our ammunition products (including ammunition manufactured under the UMC and Peters names). As of August 31, 2009, approximately 16 individual bodily injury cases or claims were pending, primarily alleging defective product design, defective manufacture and/or failure to provide adequate warnings. Some of these cases seek punitive as well as compensatory damages. There were no pending product liability cases involving our other brands.

Because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products is uncertain, particularly as to firearms and ammunition, our resources may not be adequate to cover pending and/or future product liability occurrences, cases or claims, in the aggregate, and such cases and claims may have a material adverse effect upon our business, financial condition or results of operations. Insurance coverage for these risks is expensive and relatively difficult to obtain. Our insurance costs were approximately $5.6 million for the fiscal year ended December 31, 2008. Any inability to obtain insurance, any significant increases in the cost of insurance we obtain, or any losses in excess of our insurance coverage could have a material adverse effect on our business, financial condition or results of operations. See "Business—Legal Proceedings and Related Matters."

Our business is subject to extensive governmental legislation and regulation that may restrict our operations, increase our costs of operations, or adversely affect the demand for our products by limiting the availability and/or increasing the cost of our products.

The manufacture, sale and purchase of firearms and ammunition are subject to extensive federal, state and local and foreign governmental regulation. Although we do not believe that current regulations have had such an impact to date, future regulations may adversely affect our operations by limiting the types of products that we can manufacture and/or sell, or imposing additional costs on us or on our customers in connection with the manufacture and/or sale of our products. Such regulations

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may also adversely affect demand for our products by imposing limitations that increase the costs of our products, making it more difficult or cumbersome for our distributors or end users to transfer and own our products, or creating negative consumer perceptions with respect to our products.

Current federal regulations include:

•: licensing requirements for the manufacture and/or sale of firearms and ammunition;
•: a national system of instant background checks for all purchases of firearms from federal license holders, including purchases of our firearms products and purchases from license holders at gun shows; and
•: a federal system of Department of State and Commerce Department licensing governing the sale, export and distribution of firearms and ammunition.

In addition, bills have been introduced in Congress to establish, and to consider the feasibility of establishing, a nationwide database recording so-called "ballistic images" of ammunition fired from new guns. Should such a mandatory database be established, the cost to us, our distributors and our customers could be significant, depending on the type of firearms and ballistic information included in the database. Bills have also been introduced in Congress in the past several years that would affect the manufacture and sale of ammunition, including bills to regulate the manufacture, importation and sale of armor-piercing bullets, to prohibit the manufacture, transfer or importation of .25 caliber, .32 caliber and 9 mm handgun ammunition, and to increase or impose new taxes on the sales of certain types of ammunition, as well as bills addressing the use of lead in ammunition. Certain of these bills would apply to ammunition of the kind we produce, and accordingly, if enacted, could have a material adverse effect on our business.

In September 2004, the United States Congress declined to renew the Federal Assault Weapons Ban of 1994 ("AWB"), which generally prohibited the manufacture of certain firearms defined under that statute as "assault weapons" and the sale or possession of "assault weapons." Various states and local jurisdictions have adopted their own version of the AWB, some of which apply to Bushmaster, DPMS and certain Remington sporting firearms products. If a statute similar to AWB were to be re-enacted it could have a material adverse effect on our business.

State and local laws and regulations may place additional restrictions on gun ownership and transfer as described below.

•: Some states have recently enacted, and others are considering, legislation restricting or prohibiting the ownership, use or sale of specified categories of firearms and ammunition. Many states currently have mandatory waiting period laws in effect for the purchase of firearms, including rifles and shotguns. Although there are few restrictive state or local regulations applicable to ammunition, several jurisdictions are considering such restrictions on a variety of bases.
•: Some states have enacted regulations prohibiting the sale of firearms unless accompanied by an internal and/or external locking device. In several states, this requirement is imposed on both handguns and long guns. Some states are also considering mandating the inclusion of various design features on safety grounds. Most of these regulations as currently contemplated would be applicable only to handguns.
•: To date, two states have established registries of so-called "ballistic images" of ammunition fired from new guns. Although neither law mandates the inclusion of such "imaging" data from long guns in their registries, these or other states may do so in the future. Proposed legislation in at least one other state would be applicable to our rifles and would call for "imaging" of both cartridges and projectiles.

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We believe that existing federal and state legislation relating to the regulation of firearms and ammunition have not had a material adverse effect on our sales of these products. However, the regulation of firearms and ammunition may become more restrictive in the future and any such development might have a material adverse effect on our business, financial condition, results of operations or cash flows. In addition, regulatory proposals, even if never enacted, may affect firearms or ammunition sales as a result of consumer perceptions. See "Business—Regulation."

Although we are primarily a manufacturer of long guns, the trends regarding firearms regulation, as well as pending industry litigation, and the consumer perception of such developments, may adversely affect sales of firearms, ammunition and other shooting-related products by such means as increasing costs of production and/or reducing the number of distribution outlets for our products.

Environmental litigation and regulations may restrict or increase the cost of our operations and/or impair our financial condition.

We are subject to a variety of federal, state and local environmental laws and regulations which govern, among other things, the discharge of hazardous materials into the air and water, the handling, treatment, storage and disposal of such materials, as well as remediation of contaminated soil and groundwater. We have programs in place that monitor compliance with those requirements and believe that our operations are in material compliance with them. In the normal course of our manufacturing operations, we are subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions and water discharges into the environment.

Based on information known to us, we do not expect current environmental regulations or environmental proceedings and claims to have a material adverse effect on our financial condition, results of operations or cash flows. However, it is not possible to predict with certainty the impact on us of future environmental compliance requirements or of the cost of resolution of future environmental proceedings and claims, in part because the scope of the remedies that may be required is not certain, liability under federal environmental laws is, under certain circumstances, joint and several in nature, and environmental laws and regulations are subject to modifications and changes in interpretation. Environmental regulations may become more burdensome in the future and any such development, or discovery of unknown conditions, may require us to make material expenditures or otherwise materially adversely affect the way we operate our business, as well as have a material adverse effect on our financial condition, results of operations or cash flows. See "Business—Environmental Matters."

Worse-than-assumed economic and demographic experience for our postretirement benefit plans (e.g., discount rates, investment returns, and health care cost trends) could negatively impact our financial condition, results of operations or cash flows.

We sponsor plans to provide postretirement pension and health care for certain of our retired employees. The measurement of our obligations, costs and liabilities associated with these benefits requires that we estimate the present values of projected future payments to all participants. We use many assumptions in calculating these estimates, including discount rates, investment returns on designated plan assets, health care cost trends, and demographic experience (e.g., mortality and retirement rates). To the extent that actual results are less favorable than our assumptions there could be a substantial adverse impact on our financial condition, results of operations or cash flows.

Our future pension costs and required level of contributions could be unfavorably impacted by changes in actuarial assumptions and future market performance of plan assets, which could adversely affect our financial condition, results of operations or cash flows.

We have significant defined benefit pension obligations. The funding position of our pension plans is impacted by the performance of the financial markets, particularly the equity markets, and the

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discount rates used to calculate our pension obligations for funding and expense purposes. Recent significant declines in the financial markets have negatively impacted the value of the assets in our pension plans. In addition, lower bond yields may reduce our discount rates resulting in increased pension contributions and expense.

Funding obligations are determined under government regulations and are measured each year based on the value of assets and liabilities on a specific date. If the financial markets do not provide the long-term returns that are expected under the governmental funding calculations, we could be required to make larger contributions. The equity markets can be, and recently have been, very volatile, and therefore our estimate of future contribution requirements can change dramatically in relatively short periods of time. Similarly, changes in interest rates can impact our contribution requirements. In a low interest rate environment, the likelihood of higher contributions in the future increases.

A disruption to certain of our manufacturing and distribution facilities could have a material adverse effect on our financial condition, results of operations or cash flows.

The Ilion, New York, Lonoke, Arkansas, Mayfield, Kentucky, North Haven, Connecticut, Elizabethtown, Kentucky, Memphis, Tennessee, Windham, Maine, St. Cloud, Minnesota and Madison, North Carolina facilities are critical to our success. These facilities house our principal production, research, development, engineering, design, shipping and headquarters functions. Any event that causes a disruption of the operation of any of these facilities for even a relatively short period of time might have a material adverse affect on our ability to produce and ship products and to provide service to our customers.

Resources devoted to research and development may not yield new products that achieve commercial success.

We devote significant resources to investment in research and development. The research and development process is expensive, prolonged and entails considerable uncertainty. Development of a new firearms product typically takes between one and three years. Because of the complexities and uncertainties associated with research and development, products that we are currently developing may not complete the development process or obtain the regulatory approvals required for us to market such products successfully. The development of new products may take longer and cost more to develop and may be less successful than we currently anticipate as a result of:

•: products that may appear promising in development but fail to reach market within the expected or optimal time frame, or fail to ever reach market, for any number of reasons, including efficacy and the difficulty or excessive cost to manufacture; or
•: failure to enter into or successfully implement optimal alliances where appropriate for the discovery and commercialization of products, or otherwise to maintain a consistent scope and variety of promising late-stage pipeline products; or
•: failure of one or more of our products to achieve or maintain commercial viability.

We cannot assure you that any of our products currently in our development pipeline will be commercially successful.

If we are unable to favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is not able to provide an unqualified attestation report on the effectiveness of our Company's internal controls over financial reporting, our stock price could be materially adversely affected.

We will be required to certify to and report on, and our independent registered public accounting firm will be required to attest to, the effectiveness of our internal control over financial reporting on an annual basis, beginning with the second Annual Report on Form 10-K that we file with the SEC after completion of this offering. Following this offering, we expect to devote considerable

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resources, including management's time and other internal resources, to a continuing effort to comply with regulatory requirements relating to internal controls, as we have not previously been subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended. If we cannot favorably assess the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm is unable to provide an unqualified attestation report on the effectiveness of our Company's internal controls over financial reporting, investor confidence and, in turn, our stock price could be materially adversely affected.

Our success depends on sustaining the strength of our brands.

The willingness of consumers to purchase our products depends in part upon our ability to offer attractive brand value propositions. This in turn depends in part on consumers attributing a higher value to our products than to alternatives. If the difference in the value attributed to our products as compared to those of our competitors narrows, or if there is a perception of such a narrowing, consumers may choose not to buy our products. If we fail to promote and maintain the brand equity of our products, then consumer perception of our products' quality may be diminished and our financial condition, results of operations or cash flows could be materially adversely affected.

Our inability to protect our intellectual property or obtain the right to use intellectual property from third parties could impair our competitive advantage, reduce our revenue, and increase our costs.

Our success and ability to compete depend in part on our ability to protect our intellectual property. We rely on a combination of patents, copyrights, trade secrets, trademarks, confidentiality agreements, and other contractual provisions to protect our intellectual property, but these measures may provide only limited protection. Our failure to enforce and protect our intellectual property rights or obtain the right to use necessary intellectual property from third parties could reduce our sales and increase our costs. In addition, the laws of some foreign countries do not protect proprietary rights as fully as do the laws of the United States.

Patents may not be issued for the patent applications that we have filed or may file in the future. Our issued patents may be challenged, invalidated, or circumvented, and claims of our patents may not be of sufficient scope or strength, or issued in the proper geographic regions, to provide meaningful protection or any commercial advantage. We have registered certain of our trademarks in the United States and other countries. We may be unable to enforce existing trademarks or obtain new registrations of principle or other trademarks in key markets. Failure to obtain or enforce such registrations could compromise our ability to protect fully our trademarks and brands and could increase the risk of challenge from third parties to our use of our trademarks and brands.

Labor disputes may cause work stoppages, strikes and disruptions.

The workforce at our Ilion, New York manufacturing facility is unionized and covered by a collective bargaining agreement, which expires on October 28, 2012. As a result, any labor disputes at this facility, including work stoppages, strikes and disruptions, could have a material adverse impact on our business.

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Risks Relating to our Indebtedness

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial health and on our ability to obtain financing in the future and to react to changes in our business and which could adversely affect the price of our common stock.

We have substantial indebtedness. As of June 30, 2009, after giving effect to the Transactions and the use of proceeds of this offering, we would have had $ million of total indebtedness. In addition, subject to restrictions in our debt instruments, we may incur additional indebtedness in the future. If new debt is added to our current debt levels, the related risks that we now face could intensify.

Our significant amount of debt could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position. For example, it could:

•: adversely affect our stock price;
•: make it more difficult for us to satisfy our obligations under the Notes or the ABL Revolver;
•: increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are and will continue to be at variable rates of interest;
•: require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;
•: limit our flexibility in planning for, or reacting to, changes in our business and industry;
•: place us at a disadvantage compared to competitors that may have proportionately less debt;
•: limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and
•: increase our cost of borrowing.

In addition, we cannot assure you that we will be able to refinance any of our debt or that we will be able to refinance our debt on commercially reasonable terms. If we were unable to make payments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as:

•: sales of assets;
•: sales of equity; or
•: negotiations with our lenders to restructure the applicable debt.

Our debt instruments may restrict, or market or business conditions may limit, our ability to use some of our options.

Our debt instruments may restrict our current and future operations.

The indenture governing the Notes and the credit agreement governing the ABL Revolver impose significant operating and financial restrictions on us and our subsidiaries. These restrictions limit our ability and the ability of our subsidiaries to, among other things:

•: incur or guarantee additional debt, incur liens, or issue disqualified or preferred stock;
•: declare or make distributions to our stockholders, repurchase equity or prepay subordinated debt;
•: make loans and certain investments;
•: enter into transactions with affiliates;

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•: enter into mergers, acquisitions and other business combinations;
•: consolidate or sell all or substantially all of our assets;
•: amend or modify our governing documents;
•: engage in businesses other than our business as currently conducted; and
•: allow certain restrictions on the ability of the Guarantors to pay dividends or make other payments to the Company.

In addition to the covenants listed above, the ABL Revolver requires us, under certain circumstances, to meet a specified financial ratio. Any of these restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict corporate activities. See "Description of Certain Indebtedness."

Our ability to comply with these covenants may be affected by events beyond our control, and an adverse development affecting our business could require us to seek waivers or amendments of covenants, alternative or additional sources of financing or reductions in expenditures. We cannot assure you that these waivers, amendments or alternative or additional financings could be obtained, or if obtained, would be on terms acceptable to us.

A breach of any of the covenants or restrictions contained in any of our existing or future financing agreements, including our inability to comply with the financial covenant in the ABL Revolver, could result in an event of default under those agreements. Our default could allow the lenders under our financing agreements, if the agreements so provide, to discontinue lending, to accelerate the related debt as well as any other debt to which a cross acceleration or cross default provision applies, and to declare all borrowings outstanding under our financing arrangements to be due and payable. In addition, the lenders could terminate any commitments they had made to supply us with further funds. If the lenders require immediate repayments, we will not be able to repay them in full.

Substantially all of our assets are pledged as collateral under the Notes and the ABL Revolver.

As of , 2009, there was $ million and $ million of senior secured indebtedness outstanding under the Notes and the ABL Revolver, respectively. Substantially all of our assets are pledged as collateral for these borrowings. As of , 2009, the ABL Revolver permitted additional borrowings of up to a maximum of $ million under the borrowing base as of that date. Furthermore, all of our wholly-owned domestic subsidiaries are guarantors of our obligations under the Notes and all of our wholly-owned domestic subsidiaries are either borrowers or guarantors under the ABL Revolver. Substantially all of our assets are pledged as collateral for these guarantees. If we are unable to repay all secured borrowings when due, whether at maturity or if declared due and payable following a default, the trustee or the lenders, as applicable, would have the right to proceed against the collateral pledged to the indebtedness and may sell the assets pledged as collateral in order to repay those borrowings, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Risks Relating to Owning Our Common Stock

Cerberus controls us and may have conflicts of interest with other stockholders in the future.

Immediately after the offering, funds and accounts managed by Cerberus or its affiliated management companies, which we will refer to collectively as our controlling stockholder, will control approximately % (approximately % if the underwriters' option to purchase additional shares to cover over-allotments is exercised in full) of our common stock. As a result, our controlling stockholder will continue to be able to control the election of our directors, determine our corporate and management policies and determine, without the consent of our other stockholders, the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including

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potential mergers or acquisitions, asset sales and other significant corporate transactions. Our controlling stockholder will also have sufficient voting power to amend our organizational documents. We cannot assure you that the interests of our controlling stockholder will coincide with the interests of other holders of our common stock. Additionally, our controlling stockholder is in the business of making investments in companies and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with us. Our controlling stockholder may also pursue, for its own account, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to us. So long as our controlling stockholder continues to own a significant amount of the outstanding shares of our common stock, it will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acquisitions, asset sales and other significant corporate transactions.

Shares eligible for future sale may cause the market price of our common stock to decline, even if our business is doing well.

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales may occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Upon completion of this offering, our amended and restated certificate of incorporation will authorize us to issue shares of common stock and we will have shares of common stock outstanding. Of these outstanding shares, the shares of common stock sold in this offering will be freely tradable, without restriction, in the public market unless purchased by our affiliates. The remaining shares of common stock will be "restricted securities," as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), which will be freely tradable subject to applicable holding period, volume and other limitations under Rule 144 or Rule 701 of the Securities Act. As of , 2009, there were a total of options outstanding, of which were vested. Upon completion of this offering, shares of these restricted securities will be subject to a lock-up agreement with the underwriters, restricting the sale of such shares for 180 days after the date of this offering. This lock-up agreement is subject to a number of exceptions and holders may be released from these agreements without prior notice at the discretion of . Moreover, after this offering, holders of an aggregate of shares of our common stock will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described in the "Shares Eligible for Future Sale" section of this prospectus. See "Shares Eligible for Future Sale."

The shares you purchase in this offering will experience immediate and substantial dilution.

The initial public offering price of our common stock will be substantially higher than the tangible book value per share of our outstanding common stock. Assuming an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, purchasers of our common stock will effectively incur dilution of $ per share in the net tangible book value of their purchased shares. The shares of our common stock owned by existing stockholders will receive a material increase in the net tangible book value per share. You may experience additional dilution if we issue common stock in the future. As a result of this dilution, you may receive significantly less than the full purchase price you paid for the shares in the event of a liquidation. See "Dilution."

Provisions in our charter documents, certain agreements governing our indebtedness and under Delaware law could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective upon the closing of this offering may discourage, delay or

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prevent a merger, acquisition or other change in control of us that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our common stock, thereby depressing the market price of our common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. Among others, these provisions:

•: establish a staggered board of directors such that not all members of the board are elected at one time;
•: upon such date that Cerberus, its Affiliates (as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), or any person who is an express assignee or designee of Cerberus's rights under our amended and restated certificate of incorporation (and such assignee's or designee's Affiliates) (of these entities, the entity that is the beneficial owner of the largest number of shares is referred to as the Designated Controlling Stockholder) ceases to own, in the aggregate, at least 50% of the outstanding shares of our common stock, which we refer to as the 50% Trigger Date, allow the authorized number of our directors to be changed only by the affirmative vote of two-thirds of our shares of common stock or by resolution of our board of directors;
•: upon the 50% Trigger Date, limit the manner in which stockholders can remove directors from the board;
•: upon such date that Cerberus, its Affiliates, or any express assignee or designee of Cerberus, and such assignees or designee's Affiliates cease to own, in the aggregate, at least 30% of the outstanding shares of our common stock, which we refer to as the 30% Trigger Date, establish advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board of directors;
•: upon the 30% Trigger Date, require that stockholder actions must be effected at a duly called stockholder meeting and prohibit actions by our stockholders by written consent;
•: limit who may call stockholder meetings;
•: require any stockholder (or group of stockholders acting in concert) who seek to transact business at a meeting or nominate directors for election to submit a list of derivative interests in any company securities, including any short interests and synthetic equity interests held by such proposing stockholder;
•: require any stockholder (or group of stockholders acting in concert) who seeks to nominate directors for election to submit a list of "related party transactions" with the proposed nominee(s) (as if such nominating person were a registrant pursuant to Item 404 of Regulation S-K, and the proposed nominee was an executive officer or director of the "registrant"); and
•: authorize our board of directors to issue preferred stock without stockholder approval, which could be used to institute a "poison pill" that would work to dilute the stock ownership of a potential hostile acquiror, effectively preventing acquisitions that have not been approved by our board of directors.

Our amended and restated certificate of incorporation authorizes the board of directors to issue up to shares of preferred stock. The preferred stock may be issued in one or more series, the terms of which may be determined by our board of directors at the time of issuance or fixed by resolution without further action by the stockholders. These terms may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption rights, and sinking fund

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provisions. The issuance of preferred stock could diminish the rights of holders of our common stock, and therefore could reduce the value of our common stock. In addition, specific rights granted to holders of preferred stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue preferred stock could make it more difficult, delay, discourage, prevent, or make it more costly to acquire or effect a change in control, thereby preserving the current stockholders' control.

Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, or DGCL, which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. The restrictions contained in Section 203 are not applicable to any of our existing stockholders that will own 15% or more of our outstanding voting stock upon the closing of this offering.

In addition, under the credit agreement governing the ABL Revolver, a change in control may lead the lenders to exercise remedies such as acceleration of the loan, termination of their obligations to fund additional advances and collection against the collateral securing such loan. Also, under the indenture governing the Notes, a change of control may require us to offer to repurchase the all of the outstanding Notes for cash at a premium to the principal amount of the Notes.

A trading market may not develop for our common stock, and you may not be able to sell your stock.

There is no established trading market for our common stock, and the market for our common stock may be highly volatile or may decline regardless of our operating performance. You may not be able to sell your shares at or above the initial public offering price.

Prior to this offering, you could not buy or sell our common stock publicly. Subject to official notice of issuance, our common stock has been approved for quotation on the . However, an active public market for our common stock may not develop or be sustained after this offering. If a market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

The initial public offering price will be determined through negotiation between us and representatives of the underwriters, and may not be indicative of the market price for our common stock after this offering.

The stock price of our common stock may be volatile.

The price at which our common stock will trade after this offering may be volatile due to a number of factors, including:

•: actual or anticipated fluctuations in our financial condition or annual or quarterly results of operations;
•: changes in investors' and financial analysts' perception of the business risks and conditions of our business;
•: changes in, or our failure to meet, earning estimates and other performance expectations of investors or financial analysts;
•: unfavorable commentary or downgrades of our stock by equity research analysts;
•: our success or failure in implementing our growth plans;
•: changes in the market valuations of companies viewed as similar to us;
•: changes or proposed changes in governmental regulations affecting our business;
•: changes in key personnel;

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•: depth of the trading market in our common stock;
•: failure of securities analysts to cover our common stock after this offering;
•: termination of the lock-up agreement or other restrictions on the ability of our existing stockholders to sell shares after this offering;
•: future sales of our common stock;
•: the granting or exercise of employee stock options or other equity awards;
•: increased competition;
•: realization of any of the risks described above; and
•: general market and economic conditions.

In addition, equity markets have experienced significant price and volume fluctuations that have affected the market prices for the securities of newly public companies for a number of reasons, including reasons that may be unrelated to our business or operating performance. These broad market fluctuations may result in a material decline in the market price of our common stock and you may not be able to sell your shares of common stock at prices you deem acceptable. In the past, following periods of volatility in the equity markets, securities class action lawsuits have been instituted against public companies. Such litigation, if instituted against us, could result in substantial cost and the diversion of management attention.

We have never operated as a public company and the obligations incident to being a public company will require additional expenditures of both time and resources.

Prior to the consummation of this offering, we have never operated as a public company, and we expect that the obligations of being a public company, including substantial public reporting, auditing and investor relations obligations, will require significant additional expenditures, place additional demands on our management and require the hiring of additional personnel. These obligations will increase our operating expenses and could divert our management's attention from our operations. The Sarbanes-Oxley Act of 2002 and the SEC rules and regulations implementing that Act, as well as various rules, will require us to implement additional corporate governance practices and may require further changes. These new rules and regulations will increase our legal and financial compliance costs, and make some activities more difficult, time-consuming and/or costly. In particular, our management will be required to conduct an annual evaluation of our internal controls, and have that evaluation attested to by our independent auditor. We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance. We may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These new rules and regulations could also make it more difficult for us to attract and retain qualified independent members of our board of directors and qualified members of our management team.

We are a "controlled company" within the meaning of the rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, Cerberus or its affiliated management companies will continue to control a majority of our outstanding common stock. As a result, we are a "controlled company" within the meaning of the corporate governance standards. Under the rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:

•: the requirement that a majority of the board of directors consist of independent directors;

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•: the requirement that we have a nominating/corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;
•: the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
•: the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

Following this offering, we intend to utilize these exemptions. As a result, we will not have a majority of independent directors nor will our nominating/corporate governance and compensation committees consist entirely of independent directors. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements.

We will have broad discretion over the use of the proceeds to us from this offering, and we may not use these funds in a manner of which you would approve or which would enhance the market price of our common stock.

We will have broad discretion to use the net proceeds we receive from this offering, and you will be relying on the judgment of our board of directors and management regarding the use of these proceeds. Although we expect to use the net proceeds from this offering for working capital and other general corporate purposes, we have not allocated these net proceeds for specific purposes and cannot assure you that we will use these funds in a manner of which you would approve.

We may be restricted from paying dividends on our common stock.

We are a holding company that does not conduct any business operations of our own, and, therefore, we are dependent upon cash dividends and other transfers from our subsidiaries to make dividend payments on our common stock.

In addition, our ability to pay dividends will be restricted by agreements governing our debt, including the credit agreement governing our ABL Revolver and the indenture governing the Notes, and may be restricted by agreements governing any of our future indebtedness. Furthermore, we are permitted under the terms of our debt agreements to incur additional indebtedness that may severely restrict or prohibit the payment of dividends.

Under the DGCL, our board of directors may not authorize payment of a dividend unless it is either paid out of our surplus, as calculated in accordance with the DGCL, or if we do not have a surplus, it is paid out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Our dividend policy may change.

We are not required to pay dividends, and our stockholders will not be guaranteed, or have contractual or other rights, to receive dividends. Our board of directors may decide, in its discretion, at any time, to decrease the amount of dividends, otherwise modify or repeal the dividend policy or discontinue entirely the payment of dividends. Our board of directors could depart from or change our dividend policy, for example, if it were to determine that we had insufficient cash to take advantage of other opportunities with attractive rates of return.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements which constitute forward-looking statements, including statements relating to trends in the operations and financial results and the business and the products of Freedom Group as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and other similar expressions. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects on us. Such forward-looking statements are not guarantees of future performance. The following important factors, and those important factors described elsewhere in this prospectus, including the matters set forth under the section entitled "Risk Factors," could affect (and in some cases have affected) our actual results and could cause such results to differ materially from estimates or expectations reflected in such forward-looking statements.

•: We are subject to the effects of general global economic and market conditions. Increases in commodity prices, higher levels of unemployment, higher consumer debt levels, declines in consumer confidence, uncertainty about economic stability and other economic factors that may affect consumer spending or buying habits could adversely affect the demand for products we sell. If the current economic conditions and the related factors remain uncertain or persist, spread or deteriorate further, our business, results of operations or financial condition could be materially adversely affected.
•: Continued volatility and disruption in the credit and capital markets may negatively impact our revenues and our, or our suppliers' or customers', ability to access financing on favorable terms or at all.
•: Our ability to make scheduled payments of principal or interest on, or to refinance our obligations with respect to, our indebtedness, as well as our ability to comply with the covenants and restrictions contained in the instruments governing such indebtedness, will depend on our future operating performance and cash flow, which are subject to prevailing economic conditions, prevailing interest rate levels, and financial, competitive, business and other factors beyond our control including the responses of competitors, changes in customer inventory management practices, changes in customer buying patterns, regulatory developments and increased operating costs, all of which could materially adversely affect our business.
•: The degree to which we are leveraged could have important consequences, all of which could materially adversely affect our business, including the following: (i) our ability to obtain additional financing for working capital or other purposes in the future may be limited; (ii) a substantial portion of our cash flow from operations is dedicated to the payment of principal and interest on our indebtedness, thereby reducing funds available for operations; (iii) certain of our borrowings are at variable rates of interest, which could cause us to be vulnerable to increases in interest rates; and (iv) we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.
•: The development of rural property in many locations has curtailed or eliminated access to private and public lands previously available for hunting, and the continuation of the development of rural property could materially adversely affect our industry as well as our business and results of operations.
•: A significant portion of our sales are seasonal. As a result of the seasonal nature of our sales, our historical working capital financing needs generally have exceeded cash provided by operations during certain parts of the year. Our ability to meet our debt service and other obligations depends in significant part on customers purchasing our products during the fall hunting season. Notwithstanding our cost containment initiatives and continuing management

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of costs, a decrease in demand during the fall hunting season for our higher priced, higher margin products would require us to further reduce costs or increase our reliance on borrowings under our credit facility to fund operations. If we are unable to reduce costs or increase our borrowings sufficiently to adjust to such a reduction in demand, our financial condition and results of operations could be adversely affected.

•: Lead, copper, steel, brass and zinc prices historically have experienced significant increases and volatility primarily due to increased global demand. Furthermore, fuel and energy costs have increased and have remained volatile over the same time period, although at a slower rate of increase. We currently purchase copper and lead options contracts to hedge against price fluctuations of anticipated commodity purchases. With the volatility of pricing that we have recently experienced, there can be no assurance that we will not see further material adverse changes in commodity pricing or energy costs, and such further changes, were they to occur, could have a material adverse impact on our consolidated financial position, results of operations, or cash.
•: Achieving the benefits of our acquisitions will depend in part on the integration of products and internal operating systems in a timely and efficient manner. Such integration may be unpredictable, and subject to delay because the products and systems typically were developed independently and were designed without regard to such integration. If we cannot successfully integrate such products and internal operating systems on a timely basis, we may lose customers and our business and results of operations may be harmed.
•: We face significant domestic and international competition and our competitors vary according to product line. Certain of these competitors are subsidiaries of large corporations with substantially greater financial resources than we have. There can be no assurance that we will continue to compete effectively with all of our present competition, and our ability to so compete could be adversely affected by our leveraged condition.
•: Sales made to Wal-Mart accounted for approximately 15% and 9% of our total sales for the year ended December 31, 2008 and for the six months ended June 30, 2009, respectively, and 12.9% and 6.3% of our accounts receivable balance as of December 31, 2008 and as of June 30, 2009, respectively. Wal-Mart, together with another customer, accounted for approximately 21.3% and 16.2% of our accounts receivable balance as of December 31, 2008 and as of June 30, 2009, respectively. Our sales to Wal-Mart are generally not governed by a written long-term contract between the parties. In the event that Wal-Mart were to significantly reduce or terminate its purchases of firearms, ammunition and/or other products from us, our financial condition or results of operations could be adversely affected.
•: We utilize numerous raw materials, including steel, zinc, lead, copper, brass, plastics and wood, as well as manufactured parts, which are purchased from one or a few suppliers. Any disruption in our relationship with these suppliers could increase our cost of operations. Such a disruption may result from or be amplified by the recent volatility of and uncertainty in the U.S. and global financial markets.
•: The manufacture, sale and purchase of firearms and ammunition are subject to extensive governmental regulation on the federal, state and local levels. Changes in regulation could materially adversely affect our business by restricting the types of products we manufacture or sell or by imposing additional costs on us or our customers in connection with the manufacture or sale of our products. Regulatory proposals, even if never enacted, may affect firearms or ammunition sales as a result of consumer perceptions. While we do not believe that existing federal and state legislation relating to the regulation of firearms and ammunition had a material adverse effect on our sales, no assurance can be given that more

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restrictive regulations, if proposed or enacted, will not have a material adverse effect on us in the future.

•: As a manufacturer of firearms, we were previously named as a defendant in certain lawsuits brought by municipalities or organizations challenging manufacturers' distribution practices and alleging that the defendants have also failed to include a variety of safety devices in their firearms. Our insurance primarily excludes coverage regarding such claims. In the event that additional such lawsuits were filed, or if certain legal theories advanced by plaintiffs were to be generally accepted by the courts, our financial condition and results of operations could be adversely affected.
•: Our operation as a public company as a result of this offering will require significant additional expenditures, place additional demands on our management and require the hiring of more personnel to meet public reporting, auditing and investor relations requirements under the Sarbanes-Oxley Act of 2002 and the SEC rules and regulations implementing that Act, as well as various rules. Our management will be required to conduct an annual evaluation of our internal controls, and have that evaluation attested to by our independent auditor. We expect these new rules and regulations to make director and officer liability insurance more expensive

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this prospectus.

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USE OF PROCEEDS

We estimate that the net proceeds from the shares offered by us will be approximately $ million, after deducting the underwriting discount and estimated expenses of this offering and assuming we sell the shares for $ per share, the midpoint of the estimated price range set forth on the cover page of this prospectus.

We will retain broad discretion over the allocation of the net proceeds of this offering. We intend to use the net proceeds of this offering for working capital and other general corporate purposes.

We will not receive any proceeds from the sale of shares by the selling stockholders.

Pending specific application of the net proceeds to us, we currently plan to invest the net proceeds received in a variety of capital preservation investments, including short-term, investment grade, interest-bearing securities.

DIVIDEND POLICY

We are not required to pay dividends, and our stockholders will not be guaranteed, or have contractual or other rights to receive, dividends. The declaration and payment of any dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends, and other considerations that our board of directors deems relevant. Our board of directors may decide, in its discretion, at any time, to decrease the amount or dividends, otherwise modify or repeal the dividend policy or discontinue entirely the payment of dividends.

The agreements governing our indebtedness contain, and agreements governing any of our future indebtedness may contain, various covenants that limit our ability to pay dividends. We are also a holding company that does not conduct any business operations of our own. As a result, we are dependent upon cash dividends and distributions and other transfers from our subsidiaries to make dividend payments on our common stock. In addition, our subsidiaries are permitted to pay dividends to us subject to general restrictions imposed on dividend payments under the jurisdiction of incorporation or organization of each subsidiary. See "Risk Factors—Risks Related to the Offering—We may be restricted from paying dividends on our common stock" and "Risk Factors—Risks Related to Owning Our Capital Stock—Our dividend policy may change."

The ability of our board of directors to declare a dividend is also subject to limits imposed by Delaware corporate law. Under Delaware law, our board of directors and the boards of directors of our corporate subsidiaries incorporated in Delaware, may declare dividends only to the extent of our "surplus," which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

We did not pay any dividends during 2007, 2008 and to date during 2009.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization on a consolidated basis as of June 30, 2009:

•: on an actual basis;
•: on a pro forma basis, giving effect to the Refinancings, as if they had occurred on June 30, 2009; and
•: on a pro forma, as adjusted basis, giving effect to the Refinancings, the Recapitalization and the sale by us of shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, and the receipt of the net proceeds thereof, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, as if they had occurred on June 30, 2009.

The pro forma information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. This table should be read in conjunction with "Use of Proceeds," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of

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Operations" and our historical financial statements and their notes appearing elsewhere in this prospectus.

				As of June 30, 2009

				(Unaudited)
				Actual			Pro Forma			Pro Forma, as Adjusted(1)
				(in millions, except share and per share data)
Cash and Cash Equivalents(2)				$	111.0		$	18.6		$

Long-term debt, including current portion:
	FGI
		ABL revolver(3)		$	—		$	51.9		$
		10¹/4% Senior Secured Notes due 2015(4)			—			195.7
	Remington
		ABL revolver(5)			51.8			—			—
		Term loan(5)			17.7			—			—
		Capital leases			1.3			1.3
		10¹/2% Senior Notes due 2011(6)			201.6			—			—
	BFI
		Term loans(7)			29.1			—			—
		Capital Leases			0.4			0.4			—
		15% Subordinated Notes due 2012(8)			21.4			—			—

			Total long-term debt, including current portion		323.3			249.3
Mezzanine Equity:
	Preferred Stock, $0.10 par value, 20,000,000 shares authorized of which 19,000,000 are Series A preferred, 18,697,464 Series A shares issued and outstanding, $227.4 aggregate liquidation preference, actual; shares authorized, no shares issued and outstanding, no aggregate liquidation preference, pro forma and pro forma, as adjusted				227.4			227.4			—
Stockholders' Equity (Deficit):
	Common Stock, $0.01 par value, 20,000,000 shares authorized, 16,673,920 and 16,619,922 shares issued and outstanding, actual; shares authorized, shares issued and outstanding, pro forma; shares authorized, shares issued and outstanding, pro forma, as adjusted				0.0			0.0
	Additional Paid-in Capital				0.0			0.0
	Accumulated Equity (Deficit)				(43.3	)		(45.9	)
	Accumulated Other Comprehensive Income (Loss)				(37.0	)		(37.0	)

			Total Stockholders' Equity (Deficit)(9)		(80.3	)		(82.9	)

Total Capitalization				$	470.4		$	393.8		$

(1): A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, would result in an approximately $ million increase or decrease in each of the pro forma, as adjusted, cash and cash equivalents, pro forma, as adjusted, additional paid-in capital, pro forma, as adjusted, total stockholders' equity (deficit) and pro forma, as adjusted, total capitalization assuming the number of shares offered by us, as set forth on the cover page of this prospectus (assuming that the Recapitalization had taken place and excluding shares issuable under options

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outstanding other than shares underlying options that are exercisable within 60 days of , 2009), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would result in an approximately $ million increase or decrease in each of the pro forma, as adjusted, cash and cash equivalents, pro forma, as adjusted, additional paid-in capital, pro forma, as adjusted, total stockholders' equity (deficit) and pro forma, as adjusted, total capitalization, assuming the assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

(2): Cash on hand was approximately $111.0 million at June 30, 2009. As of August 31, 2009, cash on hand was approximately $8.5 million.
(3): Consists of a $180.0 million senior secured asset based revolving credit facility. As of August 31, 2009, $13.8 million was outstanding under the ABL Revolver.
(4): Consists of $200.0 million aggregate principal amount of the Notes, offered at a discounted price of 97.827%. The discount will be amortized into interest expense until the Notes mature.
(5): The ABL revolver and term loan outstanding under the asset-based senior secured revolving credit facility under Remington's amended and restated credit agreement dated March 15, 2006 (the "Old Remington Credit Agreement") were repaid on July 28, 2009 in connection with the Refinancings.
(6): The 10¹/2% Senior Notes due 2011 were redeemed on August 7, 2009 in connection with the Refinancings.
(7): The term loans outstanding under BFI's amended and restated loan agreement, dated April 13, 2007 (the "Old BFI Credit Agreement") were repaid on July 29, 2009 in connection with the Refinancings.
(8): The 15.0% Subordinated Notes due 2012 were repaid on August 7, 2009 in connection with the Refinancings.
(9): When we repaid our indebtedness in the Refinancings, we wrote off approximately $2.3 million of deferred financing costs associated with such indebtedness, net of tax, which reduced our total stockholders' equity and our total capitalization.

This table is based on shares of common stock outstanding as of , 2009 (assuming that the Recapitalization had taken place and including common stock underlying options that are exercisable within 60 days of , 2009) and excludes, as of , 2009, shares of common stock issuable upon exercise of options with a weighted average exercise price of $ per share.

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DILUTION

Purchasers of the common stock in the offering will suffer an immediate dilution in net tangible book value per share. Dilution is the amount by which the price paid by the purchasers of common stock in this offering will exceed the pro forma net tangible book value per share of common stock immediately after this offering. Our net tangible book value at June 30, 2009 was $ million or $ per share of common stock. Net tangible book value per share represents our tangible assets less total liabilities and preferred stock, divided by the number of shares of common stock outstanding as of June 30, 2009. Our pro forma net tangible book value as of June 30, 2009 was $ million or $ per share of common stock. Pro forma net tangible book value gives effect to the Refinancings and the Recapitalization. After giving effect to the consummation of this offering, assuming an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, and the application of the net proceeds therefrom, our pro forma net tangible book value as of June 30, 2009 would have been $ million or $ per share of common stock. This represents an immediate increase in pro forma net tangible book value to existing stockholders of $ per share of common stock and an immediate dilution to new investors of $ per share of common stock. The following table illustrates this per share dilution:


Assumed initial public offering price per share					$
Net tangible book value per share as of June 30, 2009
Decrease per share attributable to reclassification of preferred stock
Pro forma net tangible book value per share as of June 30, 2009
Increase in pro forma net tangible book value per share resulting from this offering

Pro forma net tangible book value per share after this offering

Pro forma dilution per share to new investors					$

Pro forma fully diluted dilution per share to new investors					$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, would increase or decrease our as adjusted net tangible book value by $ million, the net tangible book value per share of common stock after this offering by $ per share of common stock, and the dilution per share of common stock to new investors is adjusted by $ per share of common stock, assuming the number of shares offered by us, as set forth on the cover page of this prospectus (assuming that the Recapitalization had taken place), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

The following table summarizes, on the pro forma basis set forth above as of June 30, 2009, the difference between the total cash consideration paid and the average price per share paid by existing stockholders and the purchasers of common stock in this offering with respect to the number

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of shares of common stock purchased from us, before deducting estimated underwriting discounts, commissions and offering expenses payable by us.

	Shares Purchased				Total Consideration				Average Price Per Share

	Number	Percent			Amount	Percent			Average Price Per Share
Existing stockholders				%	$			%	$
Purchasers of common stock in this offering(1)				%				%

Total			100	%	$		100	%

(1): The shares of common stock sold in this offering include shares of common stock to be sold by existing stockholders.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, would increase or decrease total consideration paid by new investors and total consideration paid by all stockholders by $ million, assuming that the number of shares offered by us, as set forth on the front cover of this prospectus (assuming that the Recapitalization had taken place), remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease the total consideration paid to us by new investors and total consideration paid to us by all stockholders by $ million, assuming the assumed initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus, remains the same and after deducting the commissions and discounts and estimated offering expenses payable by us.

The tables above are based on shares of common stock outstanding as of June 30, 2009 (assuming that the Recapitalization had taken place) and assumes an initial public offering price of $ per share, the midpoint of the range on the cover of this prospectus. The number of shares of common stock outstanding after this offering excludes, as of June 30, 2009, shares issuable upon exercise of options with a weighted average exercise price of $ per share. To the extent these options are exercised, there will be further dilution to purchasers of common stock in this offering. The amount presented in "Pro forma fully diluted dilution per share to new investors" assumes full exercise of the outstanding options listed above.

If the underwriters exercise their over-allotment option to purchase shares from us and the selling stockholders in full, the following will occur:

•: the pro forma percentage of shares of our common stock held by existing stockholders will decrease to approximately % of the total number of pro forma shares of our common stock outstanding after this offering; and
•: the pro forma number of shares of our common stock held by new public investors will increase to , or approximately % of the total pro forma number of shares of our common stock outstanding after this offering.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical financial data below for each of the years ended December 31, 2008 and 2007 and the period from April 1, 2006 to December 31, 2006 are derived from the consolidated financial statements of Freedom Group and the selected historical financial data below for the period from January 1, 2006 to March 31, 2006 is derived from the consolidated financial statements of Bushmaster Firearms, Inc. and its subsidiaries. Those consolidated financial statements have been audited by Grant Thornton LLP, registered independent public accounting firm, and are included elsewhere in this prospectus. The consolidated financial statements of Bushmaster Firearms, Inc. (predecessor) for the years ended December 31, 2005 and 2004 are not included in this prospectus. The selected historical financial data for each of the six month periods ended June 30, 2009 and 2008 are derived from the unaudited condensed consolidated financial statements of Freedom Group included elsewhere in this prospectus. Such unaudited condensed consolidated financial statements, in the opinion of our management, include all adjustments necessary for the fair presentation of our financial condition, results of operations and cash flows for such periods and as of such dates.

You should read the following audited and unaudited selected historical financial data of Freedom Group in conjunction with "Capitalization," "Unaudited Pro Forma Condensed Consolidated Financial Information," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and other financial information appearing elsewhere in this prospectus.

The results of operations for the years ended December 31, 2004, 2005 and 2006 reflect the results of operations of Bushmaster. Our results of operations for the year ended December 31, 2007 also include the results of operations of Remington, which we acquired on May 31, 2007. Due to the significant impact of the acquired Remington operations, our financial results for periods subsequent to May 31, 2007 may not be comparable to our results from prior-year periods. In addition, on December 13, 2007 we consummated the acquisition of certain assets of DPMS and on January 28, 2008, we consummated the Marlin Acquisition. Due to the impact of the acquired Marlin and DPMS operations, our results of operations for 2008 may not be comparable to our results from prior-year periods. For additional information regarding our acquisitions, see "Business—Company Overview—Our History and Corporate Structure."

The following additional financial information has not been included here or elsewhere in this filing due to timing and the corresponding audited and unaudited financial information required: S&K related financial information, which we acquired on September 22, 2009, and AAC related financial information, which we acquired on October 2, 2009.

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		Predecessor									Successor

		Year Ended December 31, (Unaudited)						January 1 through March 31,			April 1 through December 31,			Year Ended December 31,						Six Months Ended June 30, (Unaudited)
		2004			2005			2006			2006			2007(2)			2008(2)			2008			2009
		(in millions, except share and per share data)
Statement of Operations Data:
Net Sales(1)		$	46.6		$	60.8		$	16.8		$	41.3		$	384.9		$	722.5		$	316.8		$	427.3
Cost of Goods Sold			28.7			37.3			9.8			24.6			306.0			524.4			229.8			282.4
Gross Profit			17.9			23.5			7.0			16.7			78.9			198.1			87.0			144.9
Operating Expenses			10.4			12.0			3.8			8.9			70.1			186.9			66.0			78.7
Operating Income			7.5			11.5			3.2			7.8			8.8			11.2			21.0			66.2
Interest Expense			0.3			0.4			0.1			4.5			21.2			30.8			15.2			14.6
Income (Loss) before Taxes			7.3			11.2			3.1			3.3			(12.4	)		(19.6	)		5.8			51.6
Net Income (Loss)			7.3			11.2			3.1			2.1			(9.0	)		(28.6	)		3.6			33.0
Net Income (Loss) Applicable to Common Stock			7.3			11.2			3.1			2.1			(9.9	)		(48.2	)		(6.1	)		23.0
Net Income (Loss) Per Share(3):
Basic		$	0.46		$	0.70		$	0.19		$	0.13		$	(0.62	)	$	(2.97	)	$	(0.38	)	$	1.41
Diluted		$	0.46		$	0.70		$	0.19		$	0.13		$	(0.62	)	$	(2.97	)	$	(0.38	)	$	1.39
Weighted Average Number of Shares Outstanding(3):
Basic			15,917,341			15,917,341			15,917,341			15,958,261			16,084,174			16,236,305			16,166,948			16,332,431
Diluted			15,917,341			15,917,341			15,917,341			16,187,849			16,084,174			16,236,305			16,166,948			16,554,230
Operating and Other Financial Data:
Net Cash provided by (used in):
	Operating Activities	$	6.8		$	10.1		$	3.0		$	3.4		$	70.8		$	52.9		$	(39.4	)	$	53.3
	Investing Activities		1.2			2.8			—			(77.3	)		(90.7	)		(57.1	)		(49.0	)		(7.9	)
	Financing Activities		(8.2	)		(12.9	)		(2.9	)		74.6			43.9			57.3			74.9			(12.2	)

	As of December 31,													As of June 30,

	2004			2005		2006		2007			2008			2008			2009
	(in millions, except share and per share data)
Balance Sheet Data (end of period):
Cash and Cash Equivalents	$	—		$	—	$	0.7	$	24.7		$	77.8		$	11.3		$	111.0
Working Capital(4)		(2.3	)		1.2		6.8		175.7			224.8			227.3			271.6
Total Assets		20.5			18.5		86.1		628.3			672.9			725.0			734.0
Long-Term Debt		4.3			2.4		52.0		296.8			334.2			350.5			323.3
Total Debt(5)		14.3			11.2		52.0		300.3			337.4			352.2			324.3
Stockholders' Equity (Deficit)		0.7			2.4		27.3		(24.0	)		(106.8	)		(32.6	)		(80.3	)

(1): Presented net of federal excise taxes. Federal excise taxes were $54.5, $31.0, $1.1, $2.7, $4.1 and $2.5 for the years ended 2008 and 2007, the three months ended March 31, 2006, the nine months ended December 31, 2006, and the years ended 2005 and 2004, respectively. Federal excise taxes were $38.7 and $22.4 for the six month periods ended June 30, 2009 and 2008, respectively.
(2): Results for the year ended December 31, 2007 reflect the impact of the acquired Remington and DPMS operations, which were acquired in May 2007 and December 2007, respectively. Results for the year ended December 31, 2008 reflect the impact of the acquired Marlin operations, which was effective in January 28, 2008.
(3): Net income (loss) per share and weighted average number of shares outstanding give effect to our proposed Recapitalization.
(4): Working capital is defined as current assets less current liabilities.
(5): Consists of short-term and long-term debt, current portion of long-term debt and capital lease obligations.

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UNAUDITED PRO FORMA
CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated statement of operations for the six months ended June 30, 2009 is based on our historical consolidated financial statements, after giving effect to the Refinancings and the Dakota Acquisition as if they had occurred on January 1, 2009. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2008 and the year ended December 31, 2008 are based on our historical consolidated financial statements and the historical financial statements of Marlin, after giving effect to the Marlin Acquisition, the Refinancings and the Dakota Acquisition as if they had occurred on January 1, 2008. The unaudited pro forma condensed consolidated statements of operations for the twelve months ended June 30, 2009 are based on our historical consolidated financial statements, after giving effect to the Refinancings and the Dakota Acquisition as if they had occurred on July 1, 2008. The twelve months ended June 30, 2009 have been provided as management believes this is the most indicative period given the operational changes and acquisitions of the business. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2009 is based on our historical consolidated financial statements, after giving effect to the Refinancings as if they had occurred on June 30, 2009. The pro forma condensed, as adjusted consolidated statements of operations and balance sheet reflect the above adjustments and, in addition, give effect to the Recapitalization and the offering of our common stock and the use of proceeds thereof.

Pro forma adjustments for the Marlin Acquisition were made to reflect Marlin's results of operations for the one month of January 2008 and the effects of purchase price accounting in connection with the acquisition thereof. The pro forma adjustments for the acquisition of Dakota Arms were made to reflect the acquisition as if it took place at the beginning of the period covered by the respective pro forma consolidated statement of operations.

Pro forma adjustments for the Refinancings were made to reflect:

•: the offering of the Notes, issued at a discounted price of 97.827%;
•: a $51.9 million borrowing under the ABL Revolver;
•: the repayment of $51.8 million of indebtedness outstanding under the Old Remington Credit Agreement;
•: the repayment of $17.7 million of indebtedness outstanding under the term loan under the Old Remington Credit Agreement;
•: the repayment of $29.1 million of indebtedness outstanding under the Old BFI Credit Agreement;
•: the repayment of $200.0 million of Remington's outstanding 10.5% Senior Notes due 2011;
•: the repayment of $21.4 million of BFI's outstanding 15.0% Subordinated Notes due 2012;
•: the write-off of deferred financing costs of $3.8 million associated with debt being refinanced, and $1.6 million of unamortized bond premium;
•: interest expense resulting from the issuance of $200.0 million of the Notes and the $51.9 million borrowing under the ABL Revolver;

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•: amortization of certain deferred financing costs of $17.8 million on the Notes and the ABL Revolver;
•: an assumed effective tax rate of 40.0%; and

Non-capitalized transaction fees and expenses of $2.2 million were not included as a pro forma adjustment to the consolidated statements of operations nor were pro forma adjustments related to the Dakota Acquisition as the purchase price allocations are not yet complete and are not expected to be material.

Pro forma adjustments for the Recapitalization were made to reflect the -for-1 reverse split of all our outstanding common stock and the reclassification of all our outstanding preferred stock into a number of shares of our common stock determined by which will occur immediately prior to the closing of this offering.

Pro forma adjustments for the offering give effect to the sale by us of shares of common stock and the use of the proceeds thereof. The pro forma data assumes that the common stock is offered at $ per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions on the shares offered by us and the estimated offering expenses payable by us.

The unaudited pro forma consolidated financial information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," our historical consolidated financial statements and our notes and the historical consolidated financial statements of Marlin and the associated notes included elsewhere in this prospectus. The unaudited pro forma consolidated financial information is being furnished solely for informational purposes and is not intended to represent or be indicative of the consolidated results of operations or financial position that we would have reported had these transactions been completed as of the dates and for the periods presented, nor is it necessarily indicative of future results.

Additional Pro Forma Information

The following additional pro forma financial information has not been included here or elsewhere in this filing due to timing and the corresponding audited and unaudited financial information required.

•: S&K related financial information, which we acquired on September 22, 2009.
•: AAC related financial information, which we acquired on October 2, 2009.

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Freedom Group, Inc. and Subsidiaries

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2009

(in millions, except share and per share data)

								Pro Forma Adjustments

					Dakota Arms Historical Jan 1 – May 31, 2009			Pro Forma Adjustments
		FGI Historical Jan 1 – June 30, 2009			Dakota Arms Historical Jan 1 – May 31, 2009			Refinancings			Recapitalization and Common Stock Offering			Pro Forma Jan 1 – June 30, 2009
Net Sales		$	427.3		$	1.1		$	—		$			$	428.4
Cost of Goods Sold			282.4			0.4			—						282.8

	Gross Profit		144.9			0.7			—						145.6
Selling, General and Administrative Expenses			75.2			1.0			—						76.2
Research and Development Expenses			5.4			—			—						5.4
Other (Income) Expense			(1.9	)		—			—						(1.9	)

	Operating Income (Loss)		66.2			(0.3	)		—						65.9
Interest Expense			14.6			—			(1.1	)(a)					13.5

	Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture and Noncontrolling Interest in Consolidated Subsidiary		51.6			(0.3	)		1.1						52.4

Income Tax Provision (Benefit)			18.7			(0.1	)		0.4	(b)					19.0
Equity in Losses from Unconsolidated Joint Venture			0.1			—			—						0.1
Net Income (Loss)			32.8			(0.2	)		0.7			—			33.3
Add: Net Loss Attributable to Noncontrolling Interest			0.2			—			—						0.2

	Net Income (Loss) Attributable to Controlling Interest	$	33.0		$	(0.2	)	$	0.7		$			$	33.5

Accretion of Preferred Stock			10.0			—			—			—			10.0
Net Income (Loss) Applicable to Common Stock		$	23.0		$	(0.2	)	$	0.7		$			$	23.5
Net Income (Loss) Per Share—Basic			1.41			—			—				(c)
Net Income (Loss) Per Share—Diluted			1.39			—			—				(c)
Weighted Average Number of Shares Outstanding—Basic			16,332,431			—			—				(c)

Weighted Average Number of Shares Outstanding—Diluted			16,554,230			—			—				(c)

See the accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.

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Freedom Group, Inc. and Subsidiaries

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Six Months Ended June 30, 2008

(in millions, except share and per share data)

		FGI Historical Jan 1 – June 30, 2008			Historical Dakota Arms Jan 1 – June 30, 2008					Pro Forma Adjustments

								Historical Marlin Jan 1 – 31, 2008		Pro Forma Adjustments									Pro Forma Jan 1 – June 30, 2008
								Historical Marlin Jan 1 – 31, 2008		Marlin			Refinancings			Recapitalization and Common Stock Offering			Pro Forma Jan 1 – June 30, 2008
Net Sales		$	316.8		$	1.8		$	4.9	$	—		$	—		$			$	323.5
Cost of Goods Sold			229.8			0.4			4.0		0.1	(d)		—						234.3

	Gross Profit		87.0			1.4			0.9		(0.1	)		—						89.2
Selling, General and Administrative Expenses			62.4			1.7			0.2		—			—						64.3
Research and Development Expenses			3.4			—			0.1		—			—						3.5
Impairment Charges			—			—			—		—			—						—
Other (Income) Expense			0.2			—			—		—			—						0.2

	Operating Income		21.0			(0.3	)		0.6		(0.1	)		—						21.2
Interest Expense			15.2			—			—		—			(1.6	)(e)					13.6

	Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture and Noncontrolling Interest in Consolidated Subsidiary		5.8			(0.3	)		0.6		(0.1	)		1.6						7.6

Income Tax Provision (Benefit)			2.2			(0.1	)		0.2		(0.0	)		0.6	(b)					2.9
Equity in Losses from Unconsolidated Joint Venture			—			—			—		—			—						—
Net Income (Loss)			3.6			(0.2	)		0.4		(0.1	)		1.0			—			4.7
Add: Net Loss Attributable to Noncontrolling Interest			—			—			—		—			—						—

	Net Income (Loss) Attributable to Controlling Interest	$	3.6		$	(0.2	)	$	0.4	$	(0.1	)	$	1.0		$			$	4.7

Accretion of Preferred Stock			9.7			—			—		—			—			—			9.7
Net Income (Loss) Applicable to Common Stock		$	(6.1	)	$	(0.2	)	$	0.4	$	(0.1	)	$	1.0		$			$	(5.0	)
Net Income (Loss) Per Share— Basic			(0.38	)		—			—		—			—				(c)
Net Income (Loss) Per Share—Diluted			(0.38	)		—			—		—			—				(c)
Weighted Average Number of Shares Outstanding—Basic			16,166,948			—			—		—			—				(c)

Weighted Average Number of Shares Outstanding—Diluted			16,166,948			—			—		—			—				(c)

See the accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.

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Freedom Group, Inc. and Subsidiaries

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2008

(in millions, except share and per share data)

											Pro Forma Adjustments

			FGI Historical Jan 1 – Dec 31, 2008						Historical Marlin Jan 1 – 31, 2008		Pro Forma Adjustments
			FGI Historical Jan 1 – Dec 31, 2008			Historical Dakota Arms Jan 1 – Dec 31, 2008			Historical Marlin Jan 1 – 31, 2008		Marlin			Refinancings			Recapitalization and Common Stock Offering			Pro Forma Jan 1 – Dec 31, 2008
Net Sales			$	722.5		$	3.0		$	4.9	$	—		$	—		$			$	730.4
Cost of Goods Sold				524.4			0.6			4.0		0.1	(d)		—						529.1

	Gross Profit			198.1			2.4			0.9		(0.1	)		—						201.3
Selling, General and Administrative Expenses				133.7			2.8			0.2		—			—						136.7
Research and Development Expenses				7.1			—			0.1		—			—						7.2
Impairment Charges				47.4			—			—		—			—						47.4
Other (Income) Expense				(1.3	)		0.2			—		—			—						(1.1	)

	Operating Income			11.2			(0.6	)		0.6		(0.1	)		—						11.1
Interest Expense				30.8			—			—		—			(3.5	)(f)					27.3

	Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture and Noncontrolling Interest in Consolidated Subsidiary			(19.6	)		(0.6	)		0.6		(0.1	)		3.5						(16.2	)

Income Tax Provision (Benefit)				9.1			(0.2	)		0.2		(0.0	)		1.4	(b)					10.5
Equity in Losses from Unconsolidated Joint Venture				—			—			—		—			—						—
Net Income (Loss)				(28.7	)		(0.4	)		0.4		(0.1	)		2.1			—			(26.7	)
Add: Net Loss Attributable to Noncontrolling Interest				0.1			—			—		—			—						0.1

		Net Income (Loss) Attributable to Controlling Interest	$	(28.6	)	$	(0.4	)	$	0.4	$	(0.1	)	$	2.1		$			$	(26.6	)

Accretion of Preferred Stock				19.6			—			—		—			—			—			19.6
Net Income (Loss) Applicable to Common Stock			$	(48.2	)	$	(0.4	)	$	0.4	$	(0.1	)	$	2.1		$			$	(46.2	)
Net Income (Loss) Per Share—Basic				(2.97	)		—			—		—			—				(c)
Net Income (Loss) Per Share—Diluted				(2.97	)		—			—		—			—				(c)
Weighted Average Number of Shares Outstanding—Basic				16,236,305			—			—		—			—				(c)

Weighted Average Number of Shares Outstanding—Diluted				16,236,305			—			—		—			—				(c)

See the accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.

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Freedom Group, Inc. and Subsidiaries

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Twelve Months Ended June 30, 2009

(in millions, except share and per share data)

											Add Dakota Arms Historical July 1, 2008 – June 30, 2009									Twelve Months Ended Pro Forma June 30, 2009

		FGI Historical Jan 1 – Dec 31, 2008			Less Historical Jan 1 – June 30, 2008			Add Historical Jan 1 – June 30, 2009						Pro Forma Adjustments
		FGI Historical Jan 1 – Dec 31, 2008			Less Historical Jan 1 – June 30, 2008			Add Historical Jan 1 – June 30, 2009						Refinancings			Recapitalization and Common Stock Offering
Net Sales		$	722.5		$	316.8		$	427.3		$	2.3		$	—		$			$	835.3
Cost of Goods Sold			524.4			229.8			282.4			0.6			—						577.6

	Gross Profit		198.1			87.0			144.9			1.7			—						257.7
Selling, General and Administrative Expenses			133.7			62.4			75.2			2.1			—						148.6
Research and Development Expenses			7.1			3.4			5.4			—			—						9.1
Impairment Charges			47.4			—			—			—			—						47.4
Other (Income) Expense			(1.3	)		0.2			(1.9	)		0.2			—						(3.2	)

	Operating Income		11.2			21.0			66.2			(0.6	)		—						55.8
Interest Expense			30.8			15.2			14.6			—			(3.0	)(g)					27.2

	Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture and Noncontrolling Interest in Consolidated Subsidiary		(19.6	)		5.8			51.6			(0.6	)		3.0						28.6

Income Tax Provision (Benefit)			9.1			2.2			18.7			(0.2	)		1.2	(b)					26.6
Equity in Losses from Unconsolidated Joint Venture			—			—			0.1			—			—						0.1
Net Income (Loss)			(28.7	)		3.6			32.8			(0.4	)		1.8			—			1.9
Add: Net Loss Attributable to Noncontrolling Interest			0.1			—			0.2			—			—						0.3

	Net Income (Loss) Attributable to Controlling Interest	$	(28.6	)	$	3.6		$	33.0		$	(0.4	)	$	1.8		$			$	2.2

Accretion of Preferred Stock			19.6			9.7			10.0			—			—			—			19.9
Net Income (Loss) Applicable to Common Stock		$	(48.2	)	$	(6.1	)	$	23.0		$	(0.4	)	$	1.8					$	(17.7	)
Net Income (Loss) Per Share—Basic			(2.97	)		—			—			—			—				(c)
Net Income (Loss) Per Share—Diluted			(2.97	)		—			—			—			—				(c)
Weighted Average Number of Shares Outstanding— Basic			16,236,305			—			—			—			—				(c)

Weighted Average Number of Shares Outstanding— Diluted			16,236,305			—			—			—			—				(c)

See the accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.

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Freedom Group, Inc. and Subsidiaries

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

As of June 30, 2009

(in millions, except share and per share data)

					Pro Forma Adjustments

		FGI Historical June 30, 2009			Refinancings			Recapitalization and Common Stock Offering		Pro Forma June 30, 2009
ASSETS
Current Assets
Cash and Cash Equivalents		$	111.0		$	(92.4	)(h)	$		$	18.6
Accounts Receivable Trade—net			134.2								134.2
Inventories—net			129.2								129.2
Supply Inventory—net			5.7								5.7
Prepaid Expenses and Other Current Assets			20.6								20.6
Assets Held for Sale			1.9								1.9
Deferred Tax Assets			12.3								12.3

	Total Current Assets		414.9			(92.4	)				322.5
Property, Plant and Equipment—net			117.1								117.1
Goodwill and Intangibles—net			181.9								181.9
Debt Issuance Costs—net			3.8			14.0	(i)				17.8
Other Noncurrent Assets			16.3								16.3

	Total Assets	$	734.0		$	(78.4	)	$		$	655.6

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts Payable		$	61.9							$	61.9
Book Overdraft			—								—
Short-Term Debt			1.0								1.0
Current Portion of Long-Term Debt			0.7								0.7
Current Portion of Product Liability			3.5								3.5
Income Taxes Payable			11.3			(1.8	)(j)				9.5
Other Accrued Liabilities			64.9								64.9

	Total Current Liabilities		143.3			(1.8	)				141.5
Long-Term Debt, net of Current Portion			322.6			(74.0	)(k)				248.6
Retiree Benefits, net of Current Portion			84.3								84.3
Product Liability, net of Current Portion			11.0								11.0
Deferred Tax Liabilities			11.8								11.8
Other Long-Term Liabilities			13.9								13.9

	Total Liabilities		586.9			(75.8	)			$	511.1

Preferred Stock, $0.10 par value, 20,000,000 shares authorized of which 19,000,000 are Series A preferred, 18,697,464 Series A shares issued and outstanding, aggregate liquidation preference, actual; shares authorized, no shares issued and outstanding, no aggregate liquidation preference, pro forma			227.4						(l)

	Total Mezzanine Equity		227.4

Accumulated Equity (Deficit)			(80.3	)		(2.6	)(m)

	Total Stockholders' (Deficit)		(80.3	)		(2.6	)

	Total Liabilities, Stockholders' Equity (Deficit) and Mezzanine Equity	$	734.0		$	(78.4	)			$

See the accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements.

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Freedom Group, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

(a): Adjustments made to eliminate historical interest expense of $14.4 million for the six months ended June 30, 2009, which reflects the elimination of historical interest expense on the revolving credit facility and term loan under the Old Remington Credit Agreement, Remington's 10.5% Senior Notes due 2011, the term loans under the Old BFI Credit Agreement and BFI's 15.0% Subordinated Notes due 2012 (collectively, the "Refinanced Debt"). The adjustments also reflect a $0.3 million elimination of deferred financing costs amortization for the six months ended June 30, 2009.

Adjustments reflect incremental interest expense of $11.8 million related to the issuance of the Notes and borrowings under the ABL Revolver, which represents a blended weighted-average interest rate of 9.3%. For each 0.25% increase or decrease in the blended weighted-average interest rate, our annual interest expense would increase or decrease by $0.7 million. The interest expense adjustment includes amortization of deferred financing costs and original issue discount of $1.8 million related to the Refinanced Debt.
(b): Reflects the estimated tax effect of the pro forma adjustments on the historical results of Freedom Group, utilizing an estimated combined federal and state statutory tax rate of 40.0% to compute the estimated tax expense or benefit of the Refinancings.
(c): Net income (loss) per share and weighted average number of shares outstanding gives effect to our proposed Recapitalization.
(d): Reflects adjustment related to the rollout of inventory to fair value in connection with purchase accounting for the Marlin Acquisition pursuant to SFAS 141R.
(e): Adjustments made to eliminate historical interest expense of $14.9 million for the six months ended June 30, 2008, which reflects the elimination of historical interest expense on the Refinanced Debt. The adjustments also reflect a $0.3 million elimination of deferred financing costs amortization for the six months ended June 30, 2008.

Adjustments reflect incremental interest expense of $11.8 million related to the issuance of the Notes and borrowings under the ABL Revolver, which represents a blended weighted-average interest rate of 9.3%. The interest expense adjustment includes an amortization of deferred financing costs and original issue discount of $1.8 million related to the Refinanced Debt.
(f): Adjustments made to eliminate historical interest expense of $30.1 million for the year ended December 31, 2008, which reflects the elimination of historical interest expense on the Refinanced Debt. The adjustments also reflect a $0.6 million elimination of deferred financing costs amortization for the year ended December 31, 2008.

Adjustments reflect incremental interest expense of $23.6 million related to the issuance of the Notes issued in the Refinancings and borrowings under the ABL Revolver, which represents a blended weighted-average interest rate of 9.3%. The interest expense adjustment includes an amortization of deferred financing costs and original issue discount of $3.6 million related to the Refinanced Debt.
(g): Adjustments made to eliminate historical interest expense of $29.6 million for the pro forma twelve months ended June 30, 2009, which reflects the elimination of historical interest expense on the Refinanced Debt. The adjustments also reflect a $0.6 million elimination of deferred financing costs amortization for the pro forma twelve months ended June 30, 2009.

Adjustments reflect incremental interest expense of $23.6 million related to the issuance of the Notes and borrowings under the ABL Revolver, which represents a blended weighted-average

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Freedom Group, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information (Continued)

interest rate of 9.3%. The interest expense adjustment includes an amortization of deferred financing costs and original issue discount of $3.6 million related to the Refinanced Debt.

(h): Reflects the use of $92.4 million cash on hand in connection with the Refinancings.
(i): Adjustment reflects the write-off of $3.8 million of unamortized deferred financing costs related to the Refinanced Debt, offset by $17.8 million of assumed deferred financing costs related to the Refinancings.
(j): Reflects the estimated tax effect of the pro forma adjustments associated with the elimination of unamortized deferred financing fees, the non-capitalized fees paid in connection with the Refinancings and the removal of the premium of the Refinanced Debt.
(k): This adjustment reflects the repayment of the Refinanced Debt, offset by the long-term debt incurred as part of the Refinancings.


(in millions)
Long-term debt being repurchased or repaid	$	(321.6	)
ABL Revolver borrowing		51.9
Notes (issued at a discount to maturity)		195.7

Net adjustment	$	(74.0	)

(l): Reflects the reclassification of all our outstanding preferred stock into a number of shares of our common stock determined by , which will occur immediately prior to the closing of this offering.
(m): Reflects the tax effected adjustments at a 40% assumed statutory rate associated with the elimination of unamortized deferred financing fees, the non-capitalized fees paid in connection with the Refinancings and the removal of the premium of the Refinanced Debt.

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

You should read the following discussion of our results of operations and financial condition together with the "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial Information" and the audited and unaudited historical consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. Actual results may differ materially from those contained in any forward-looking statements. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Company Overview

We are one of the leading firearms, ammunition and related products companies in the world, with #1 commercial market positions across all of our major product categories in the United States, the largest firearms and ammunition market globally. With a history dating back to 1816, we are America's oldest and largest manufacturer of firearms and ammunition. We are the only major U.S. manufacturer of both firearms and ammunition, which we believe is a significant competitive advantage and supports our market leadership position. We believe our scale and product breadth are unmatched within the industry, with approximately 1.1 million long guns and 2.0 billion rounds of ammunition sold during the twelve months ended June 30, 2009. We believe this leadership position across all of our major product categories is evidenced by our #1 U.S. commercial market shares in shotguns, rifles and ammunition.

We have made significant progress in our transition to a customer-focused sales and marketing organization, successfully creating a single customer facing platform with the ability to leverage our flexible manufacturing capability across our end-markets to quickly respond to changes in customer preferences and demands. Our 11 manufacturing facilities and over 2,700 employees represent the largest domestic manufacturing presence in the industry, enabling us to deliver our products throughout the United States and internationally to over 80 countries. In addition, our product leadership and innovation is supported by our freestanding research and development facility.

We continue to look for opportunities to improve our quality and efficiencies in our manufacturing facilities as we strive to be a customer focused company in an increasingly demanding global marketplace. Accordingly, we have undertaken an effort to accelerate existing initiatives in the area of lean manufacturing, six sigma and other continuous improvement projects focused on inventory management, cost reductions and productivity.

In addition, we are committed to enhancing our core businesses and positioning ourselves to take advantage of opportunities to strategically grow and improve our business by identifying and pursuing add-on strategic acquisitions or investments that expand and enhance our brand, product and intellectual property portfolio. We seek to acquire highly complementary products, brands or external capabilities to fill gaps in our portfolio or extend our brands and channel relationships.

Despite the current macroeconomic environment, we have experienced no significant adverse impact in our overall sales. We believe the overall demand for certain of our products has picked up since the change in U.S. Presidential administration and consumers' concerns that the new administration may support more restrictive firearms and ammunition legislation. Management's strategy in light of this uncertain economic and political environment has been to focus on manufacturing efficiencies, research and development and meeting our customers' demands. In

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addition, we have remained committed and focused on our marketing and merchandising efforts across all product categories.

One of our core strategies is to consistently introduce new and innovative products. These efforts are focused on the introduction or planned launch of the M887 Nitro Mag shotgun, the .30 R-15, R-15, R-25, Adaptive Combat Rifle, .50 BMG, .338 MXLR/MX, M597 VTR, and .308 DPMS firearms, and a variety of new ammunition products. We are also engaged in selective efforts to promote certain of our products through marketing and promotional activities, including ammunition and firearms customer and end-user rebates.

Due to continuing volatility of metal, energy and transportation costs, management continues to assess our pricing strategies. As a result of this approach, firearms prices generally held steady during 2008 and into 2009 in most categories, and demand remained stable. In our ammunition segment, pricing has been relatively flat across our product offerings since mid-2008 although commodity costs associated with ammunition have continued to show volatility.

Management's strategy in light of the current economic and political environment has been to continue to introduce new products, enhance our sales and marketing efforts and improve overall performance in working capital and operating productivity. Finally, we continue to pursue growth initiatives in our government, military, and law enforcement divisions along with broadening our brand awareness with selective licensing arrangements.

Recent Developments

Recent Transactions

In July 2009, in connection with the Refinancings, we issued $200.0 million of the Notes, and entered into the ABL Revolver. We used the proceeds of the Notes, together with proceeds from $51.9 million of borrowings under the ABL Revolver and cash on hand, to repay the outstanding indebtedness (including any interest due and owing to the date of redemption or repayment), and to pay related transaction fees and expenses of $20.1 million. See Note 8 to Freedom Group's June 30, 2009 unaudited consolidated financial statements for further information regarding the Refinancings.

Acquisition of Dakota Arms

On June 5, 2009, we acquired certain assets of Dakota Arms, LLC, which primarily consisted of inventory and equipment for approximately $1.8 million. Dakota Arms is a producer of high-end rifles, shotguns and ammunition. This acquisition positions us in the largely customized, precision, large caliber and safari segments of the market, with premium and aspirational firearms and ammunition brands including Dakota Arms, Miller Arms and Nesika, as well as Dan Walter premium gun cases.

Acquisition of S&K

On September 22, 2009 we acquired certain assets from S&K Industries, Inc. ("S&K"), a supplier of wood stocks for our firearms operations for approximately $3.8 million. S&K was founded as a wood product manufacturing company in 1961 and is based in Lexington, Missouri. The assets acquired are primarily inventory, machinery and equipment. We believe this acquisition will improve efficiencies in our firearms manufacturing processes as well as reduce certain costs of acquiring the wood stocks.

Acquisition of Advanced Armament Corporation

On October 2, 2009 we completed the acquisition of certain assets of Advance Armament Corporation ("AAC") for approximately $10.2 million, with additional contingent consideration of approximately $8.0 million due in 2015 upon achievement of certain employment and financial

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conditions. AAC manufactures and markets a full line of firearm accessory products used in certain military (including current use by the DOD), law enforcement and commercial markets.

Current Sales Demand

Our industry has experienced a significant increase in certain firearms and ammunition demand since late 2008. We believe a number of consumers have been concerned about increased firearms and ammunition regulations as a result of the new administration in connection with the 2008 Presidential election. We view these increases in demand as having significant long-term benefits, including expanding the popularity of shooting sport categories, as well as providing an opportunity to cultivate new, and renew existing, long-term customer relationships across our portfolio of products and brands. These increases have resulted in sales growth of 47.2% and 38.7% in our firearms and ammunition segments, respectively, during the three months ended June 30, 2009 versus the three months ended June 30, 2008, and sales growth of 41.6% and 27.1% in our firearms and ammunitions segments, respectively, during the six months ended June 30, 2009 versus the six months ended June 30, 2008 (including five months of sales related to the Marlin Acquisition). The remaining month of activity for Marlin is not significant. However, these increases may not be sustainable, and demand for our firearms and ammunition may decrease for any number of reasons. See "Risk Factors—Risks Relating to Our Business—We have experienced a significant increase in demand for our products since late 2008. There can be no assurance that this increased demand for firearms and ammunition will continue in the medium to long-term."

Increase of Management Depth

We have strived to assemble a senior management team with a broad array of functional expertise and industry experience in an effort to increase our leadership position in the industry and create depth and expertise in critical areas such as operations, sales and marketing and back-office support. During the last two years we filled the following important positions with highly experienced managers: Chief Executive Officer, Chief Operating Officer, Chief Sales Officer, Chief Information Officer, Chief Marketing Officer, Chief Technology Officer and General Counsel. We believe we have sufficient talent to manage our continued growth, whether organic or through additional acquisitions.

17 HMR Ammunition Recall

On August 14, 2009, the Company announced a product warning campaign directed towards the public and its consumers concerning the 17 HMR ammunition it markets and sells under the Remington brand name. The Company purchases this ammunition from a third party and was advised by the manufacturer that its ammunition should not be used with any semi-automatic firearms. The Company is recalling the ammunition to apply applicable safety warnings. Also, since there is not another source of ammunition for the Remington Model 597 17 HMR semi-automatic rifles, the Company is offering a coupon for the voluntary replacement of the Remington Model 597 17 HMR semi-automatic rifle with other Remington firearms. The Company manufactured and sold this semi-automatic rifle from July 2002 to June 2007. The Company accrued $6.6 million as of and for the three months ending June 30, 2009 to reflect the estimated cost of this ammunition recall and rifle replacement program. Actual costs related to these actions will depend on several factors, including the number of consumers who respond to the program, the costs of administration of the program, and whether costs will be recovered from the supplier.

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Results of Operations

Three and Six Month Periods Ended June 30, 2009 as Compared to the Three and Six Month Periods Ended June 30, 2008

Net Sales

The following table compares net sales by reporting segment for each of the periods presented:

		Three Months Ended June 30,

		2008		Percentage of Total			2009		Percentage of Total			Increase (Decrease)		Percentage Change
		(dollars in millions)
Firearms		$	101.4		61.7	%	$	149.3		63.5	%	$	47.9		47.2	%
Ammunition			58.6		35.7			81.3		34.6			22.7		38.7
All Other			4.3		2.6			4.5		1.9			0.2		4.7

	Total	$	164.3		100.0	%	$	235.1		100.0	%	$	70.8		43.1	%

		Six Months Ended June 30,

		2008		Percentage of Total			2009		Percentage of Total			Increase (Decrease)			Percentage Change
		(dollars in millions)
Firearms		$	190.9		60.3	%	$	270.3		63.2	%	$	79.4			41.6	%
Ammunition			116.3		36.7			147.8		34.6			31.5			27.1
All Other			9.6		3.0			9.2		2.2			(0.4	)		(4.2	)

	Total	$	316.8		100.0	%	$	427.3		100.0	%	$	110.5			34.9	%

Firearms

Net sales for the three months ended June 30, 2009 were $149.3 million, an increase of $47.9 million, or 47.2%, as compared to the three months ended June 30, 2008. Centerfire rifle sales increased by $36.3 million, or 50.6%, as compared to the prior-year period, primarily due to an increase of $30.9 million as a result of higher sales volumes of Bushmaster and DPMS branded modern sporting rifles and an increase of $2.1 million due to sales of newly launched Remington branded modern sporting rifles. Shotgun sales increased by $9.0 million, or 40.5%, as compared to the prior-year period. Rimfire rifle sales increased by $1.9 million, or 34.1%, as compared to the prior-year period.

Net sales for the six months ended June 30, 2009 were $270.3 million, an increase of $79.4 million, or 41.6%, as compared to the six months ended June 30, 2008 (including five months of sales related to the Marlin Acquisition). Centerfire rifle sales increased by $59.0 million, or 44.2%, as compared to the prior-year period, primarily due to an increase of $50.5 million as a result of higher sales volumes of Bushmaster and DPMS branded modern sporting rifles and an increase of $4.9 million due to sales of newly launched Remington branded modern sporting rifles. Shotgun sales increased by $11.5 million, or 26.8%, as compared to the prior-year period, mainly due to a $13.0 million increase in sales of certain of our shotguns, partially offset by a $1.0 million decrease in shotgun sales of our internationally sourced Remington branded products. Rimfire rifle sales increased by $2.2 million, or 20.7%, as compared to the prior-year period.

Ammunition

Net sales for the three months ended June 30, 2009 were $81.3 million, an increase of $22.7 million, or 38.7%, as compared to the three months ended June 30, 2008. Centerfire ammunition

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sales increased by $13.8 million, or 42.9%, as compared to the prior-year period. The increase in sales is attributable mainly to strong market demand for rifle and pistol ammunition combined with volume growth across most other product categories. Rimfire ammunition sales increased by $2.0 million, or 44.3%, as compared to the prior-year period, primarily due to increased volume associated with additional production capacity within these product categories. Shotshell ammunition sales increased by $4.1 million, or 25.5%, as compared to the prior-year period, primarily due to an increased allocation of production capacity to higher margin products.

Net sales for the six months ended June 30, 2009 were $147.8 million, an increase of $31.5 million, or 27.1%, as compared to the six months ended June 30, 2008, primarily due to increased sales volumes of our centerfire and rimfire products as a result of increased demand from our wholesalers, dealers and chain customers. Centerfire ammunition sales increased by $21.0 million, or 33.3%, as compared to the prior-year period. The increase in sales is attributable mainly to strong market demand for rifle and pistol ammunition combined with volume growth across most other product categories. Rimfire ammunition sales increased by $4.1 million, or 47.8%, as compared to the prior-year period, primarily due to increased volume associated with additional production capacity within these product categories. Shotshell ammunition sales increased by $3.0 million, or 9.1%, as compared to the prior-year period, primarily due to an increased allocation of production capacity to higher margin products.

All Other

Net sales were $4.5 million in all other businesses for the three months ended June 30, 2009, an increase of $0.2 million, or 4.7%, as compared to the prior-year period. This increase was principally due to sales increases in our accessories business and the launch of our EOTAC apparel joint venture in late 2008.

Net sales were $9.2 million in all other businesses for the six months ended June 30, 2009, a decrease of $0.4 million, or 4.2%, as compared to the prior-year period. This decrease was principally due to sales declines within our clay targets business, partially offset by sales increases in our accessories business and the launch of our EOTAC apparel joint venture in late 2008.

Cost of Goods Sold and Gross Profit

The table below compares cost of goods sold and gross profit by reporting segment for each of the periods presented:

		Three Months Ended June 30,

		2008		Percentage of Net Sales			2009		Percentage of Net Sales			Increase (Decrease)		Percentage Change
		(dollars in millions)
Cost of Goods Sold
Firearms		$	71.1		70.1	%	$	101.5		68.0	%	$	30.4		42.8	%
Ammunition			42.4		72.4			45.4		55.8			3.0		7.1
All Other			2.6		60.5			2.8		62.2			0.2		7.7

	Total	$	116.1		70.7	%	$	149.7		63.7	%	$	33.6		28.9	%

Gross Profit
Firearms		$	30.3		29.9	%	$	47.8		32.0	%	$	17.5		57.8	%
Ammunition			16.2		27.6			35.9		44.2			19.7		121.6
All Other			1.7		39.5			1.7		37.8			—		—

	Total	$	48.2		29.3	%	$	85.4		36.3	%	$	37.2		77.2	%

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		Six Months Ended June 30,

		2008		Percentage of Net Sales			2009		Percentage of Net Sales			Increase (Decrease)			Percentage Change
		(dollars in millions)
Cost of Goods Sold
Firearms		$	137.0		71.8	%	$	188.9		69.9	%	$	51.9			37.9	%
Ammunition			83.6		71.9			87.5		59.2			3.9			4.7
All Other			9.2		95.8			6.0		65.2			(3.2	)		(34.8	)

	Total	$	229.8		72.5		$	282.4		66.1	%	$	52.6			22.9	%

Gross Profit
Firearms		$	53.9		28.2	%	$	81.4		30.1	%	$	27.5			51.0	%
Ammunition			32.7		28.1			60.3		40.8			27.6			84.4
All Other			0.4		4.2			3.2		34.8			2.8			*

	Total	$	87.0		27.5	%	$	144.9		33.9	%	$	57.9			66.6	%

*: Not Meaningful

Firearms

Gross profit for the three months ended June 30, 2009 was $47.8 million, an increase of $17.5 million, or 57.8%, as compared to the prior-year period. Gross margin was 32.0% for the three months ended June 30, 2009 and 29.9% for the three months ended June 30, 2008. The improvement in gross margin was mainly due to increased production levels, leveraging our fixed overhead utilization, favorable sales mix toward higher margin centerfire rifle products and continued factory improvements through the implementation of lean manufacturing principles, six sigma and other initiatives.

Gross profit for the six months ended June 30, 2009 was $81.4 million, an increase of $27.5 million, or 51.0%, as compared to the prior-year period. Gross margin was 30.1% for the six months ended June 30, 2009 and 28.2% for the six months ended June 30, 2008. The improvement in gross margin was mainly due to increased production levels, leveraging our fixed overhead utilization, favorable sales mix toward higher margin centerfire rifle products and continued factory improvements through the implementation of lean manufacturing principles, six sigma and other initiatives.

Ammunition

Gross profit for the three months ended June 30, 2009 was $35.9 million, an increase of $19.7 million, or 121.6%, as compared to the prior-year period. Gross margin was 44.2% for the three months ended June 30, 2009 and 27.6% for the three months ended June 30, 2008. Significant gains achieved in gross margin, which improved by 16.6%, were primarily due to lower material costs of $10.5 million, driven by commodity cost reductions net of hedging contract costs, offset by unfavorable pricing of $0.4 million driven by increased rebates on certain product categories.

Gross profit for the six months ended June 30, 2009 was $60.3 million, an increase of $27.6 million, or 84.4%, as compared to the prior-year period. Gross margin was 40.8% for the six months ended June 30, 2009 and 28.1% for the six months ended June 30, 2008. Significant gains achieved in gross margin, which improved by 12.4%, were primarily due to lower material costs of $12.6 million, driven by commodity cost reductions net of hedging contract costs, a favorable sales mix driven by higher demand for pistol and revolver related products of $0.6 million, and favorable pricing of $0.2 million driven by reduced rebates on certain product categories

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All Other

Gross profit for the three months ended June 30, 2009 was $1.7 million, resulting in no change as compared to the prior-year period.

Gross profit for the six months ended June 30, 2009 was $3.2 million, an increase of $2.8 million, as compared to the prior-year period. Results for the six months ended June 30, 2008 included a $3.1 million write-off of remaining technology products inventory in connection with the discontinuation of our technology products business.

Operating Expenses

Operating expenses consist of selling, general and administrative expenses, research and development expenses and other (income) expenses. The following table sets forth certain information regarding operating expenses for the three months and six months ended June 30, 2009 and 2008:

		Three Months Ended June 30,

		2008		2009		Increase (Decrease)			Percentage Change
		(dollars in millions)
Selling, general and administrative expenses		$	33.8	$	43.3	$	9.5			28.1	%
Research and development expenses			1.5		3.1		1.6			106.7
Other (income) expense			0.8		0.1		(0.7	)		(87.5	)

	Total	$	36.1	$	46.5	$	10.4			28.8	%

		Six Months Ended June 30,

		2008		2009			Increase (Decrease)			Percentage Change
		(dollars in millions)
Selling, general and administrative expenses		$	62.4	$	75.2		$	12.8			20.5	%
Research and development expenses			3.4		5.4			2.0			58.8
Other (income) expense			0.2		(1.9	)		(2.1	)		*

	Total	$	66.0	$	78.7		$	12.7			19.2	%

*: Not Meaningful

Total operating expenses for the three months ended June 30, 2009 were $46.5 million, an increase of $10.4 million, or 28.8%, as compared to the prior-year period. Selling, general and administrative expenses increased $9.5 million, or 28.1%, primarily due to a $6.6 million accrual to reflect the estimated cost of the 17 HMR ammunition and rifle replacement safety notice, a $1.8 million increase in costs associated with incentive compensation accruals driven by financial performance, an increase of $0.5 million associated with commission expense primarily related to increases in sales demand in international markets and law enforcement firearms, and an increase of $0.4 million related to the addition of the EOTAC apparel line. Research and development expenses increased $1.6 million, or 106.7%, reflecting development costs associated with current initiatives to compete for incremental opportunities within the law enforcement and defense markets and to a lesser extent to implement continuous improvement processes to deliver products to the commercial market. Other expense (income) improved $0.7 million, primarily as a result of reduced stock option expense due to the departure of the former CEO.

Total operating expenses for the six months ended June 30, 2009 were $78.7 million, an increase of $12.7 million, or 19.2%, as compared to the prior-year period. Selling, general and administrative expenses increased $12.8 million, or 20.5%, primarily due to a $6.6 million accrual to

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reflect the estimated cost of the 17 HMR ammunition and rifle replacement safety notice, a $1.6 million increase in wage, benefit and travel costs as a result of the addition of experienced management personnel and continued development of a customer-focused sales and marketing structure, $2.5 million increase in costs associated with incentive compensation accruals driven by financial performance, a $0.9 million increase in commission expense primarily related to increases in sales demand in international markets and law enforcement firearms, and an increase of $0.7 million related to the addition of the EOTAC apparel line. Research and development expenses increased $2.0 million, or 58.8%, reflecting development costs associated with current initiatives to compete for incremental opportunities within the law enforcement and defense markets and to a lesser extent to implement continuous improvement processes to deliver products to the commercial market. Other expense (income) improved $2.1 million, primarily as a result of reducing an estimated liability from the Marlin Acquisition associated with a federal excise tax audit that settled in March 2009 beyond the one-year period for adjustments to be applied against goodwill.

Interest Expense

Interest expense was $7.5 million and $7.1 million for the three months ended June 30, 2009 and June 30, 2008, respectively. The $0.4 million increase in interest expense over the prior-year period was primarily related to higher interest expense on revolving debt.

Interest expense was $14.6 million and $15.2 million for the six months ended June 30, 2009 and June 30, 2008, respectively. The $0.6 million decrease in interest expense over the prior-year period was primarily related to favorable rate movement on interest rate swaps in the first quarter of 2009 associated with BFI's term loans, offset by higher interest expense on revolving debt.

Income Tax Provision

Our effective tax rate on continuing operations for the six months ended June 30, 2009 and 2008 was 36.2% and 37.9%, respectively. The difference between the actual effective tax rate and the federal statutory rate of 35% is principally due to state income taxes, permanent differences, and tax credit usage as of June 30, 2009 and 2008.

Years Ended December 31, 2007 and 2008

Net Sales

The following table compares net sales by reporting segment for each of the periods presented:

		Year Ended December 31,

		2007		Percentage of Total			2008		Percentage of Total			Increase (Decrease)		Percentage Change
		(dollars in millions)
Firearms		$	201.6		52.4	%	$	426.6		59.0	%	$	225.0		111.6	%
Ammunition			169.3		44.0			275.9		38.2			106.6		63.0
All Other			14.0		3.6			20.0		2.8			6.0		42.9

	Total	$	384.9		100.0	%	$	722.5		100.0	%	$	337.6		87.7	%

Firearms

Net sales for the year ended December 31, 2008 were $426.6 million, an increase of $225.0 million, or 111.6%, as compared to the year ended December 31, 2007, primarily due to the impact of the acquired Remington, DPMS and Marlin operations, which collectively accounted for $199.2 million of the increase in firearms sales. Excluding the impact of the acquired Remington, DPMS and Marlin operations, net sales for the year ended December 31, 2008 were $88.7 million, an

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increase of $25.8 million, or 41%, as compared to the year ended December 31, 2007. Discussion of major product category results is included below.

Centerfire rifle sales increased by $154.9 million, or 112.2%, as compared to the prior-year period, principally due to a $129.1 million increase due to the impact of a full year of sales for the acquired Remington and DPMS operations and eleven months of sales for the acquired Marlin operations and a $25.8 million increase due to higher sales volumes of Bushmaster branded modern sporting rifles.

Shotgun sales increased by $44.8 million, or 85.7%, as compared to the prior-year period, mainly due to the impact of a full year of sales for the acquired Remington operations and eleven months of sales for the acquired Marlin operations.

Rimfire rifle sales increased by $18.6 million, or 391.2%, as compared to the prior-year period, mainly due to the impact of a full year of sales for the acquired Remington operations and eleven months of sales for the acquired Marlin operations.

Ammunition

Net sales for the year ended December 31, 2008, were $275.9 million, an increase of $106.6 million, or 63%, as compared to the year ended December 31, 2007, principally due to an $81.1 million increase due to the impact of the acquired Remington operations and a $44.1 million increase due to price increases on most categories of ammunition, partially offset by a $17.7 million decrease in sales of ammunition due to lower sales volumes as a result of decreased production during late 2008. Discussion of major product category results is included below.

Centerfire ammunition sales increased by $65.2 million, or 77.9%, as compared to the prior-year period, which included a $47.3 million increase attributable to the full-year impact of the acquired Remington operations and a $18.8 million increase due to incremental price increases on most centerfire categories. In addition, we experienced volume increases within the centerfire ammunition category during late 2008 due to increased market demand for rifle and pistol ammunition.

Shotshell ammunition sales increased by $24.8 million, or 40.9%, as compared to the prior-year period, which included a $23.3 million increase attributable to the full-year impact of the acquired Remington operations and a $14.6 million increase due to incremental price increases on most shotshell categories, partially offset by a $13.9 million decrease in sales of shotshell ammunition due to lower sales volumes as a result of decreased production during late 2008.

Rimfire ammunition sales increased by $6.4 million, or 54.6%, as compared to the prior-year period, which included a $6.1 million increase attributable to the full-year impact of the acquired Remington operations and a $3.8 million increase due to incremental price increases on most rimfire categories, partially offset by a $3.4 million decrease in sales of rimfire ammunition due to lower sales driving a level of reduced production during late 2008.

All Other

Net sales were $20.0 million in all other businesses for the year ended December 31, 2008, an increase of $6.0 million, or 42.9%, as compared to the prior-year period due mainly to continued growth within the accessories business, including a $4.6 million increase from efforts of our newly developed internal sales force, a $1.8 million increase due to aggregate sales volume increases for most other businesses and a $0.9 million increase attributable to the full-year impact of the acquired Remington operations, partially offset by a $1.2 million decrease due to declining sales volumes within technology products as part of exiting that business.

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Cost of Goods Sold and Gross Profit

The table below compares cost of goods sold and gross profit by reporting segment for the years ended December 31, 2007 and 2008:

		Year Ended December 31,

		2007		Percentage of Net Sales			2008		Percentage of Net Sales			Increase (Decrease)			Percentage Change
		(dollars in millions)
Cost of Goods Sold
Firearms		$	145.5		72.2	%	$	309.1		72.5	%	$	163.6			112.4	%
Ammunition			150.1		88.7			198.8		72.1			48.7			32.4
All Other			10.4		74.3			16.5		82.5			6.1			5.7

	Total	$	306.0		79.5	%	$	524.4		72.6	%	$	218.4			71.4	%

Gross Profit
Firearms		$	56.1		27.8	%	$	117.5		27.5	%	$	61.4			109.4	%
Ammunition			19.2		11.3			77.1		27.9			57.9			301.6
All Other			3.6		25.7			3.5		17.5			(0.1	)		(2.8	)

	Total	$	78.9		20.5	%	$	198.1		27.4	%	$	119.2			151.1	%

Firearms

Gross profit for the year ended December 31, 2008 was $117.5 million, an increase of $61.4 million, or 109.4%, as compared the year ended December 31, 2007, primarily due to the impact of the acquired Remington, DPMS and Marlin operations, which collectively accounted for $50.9 million of the firearms gross profit increase. Excluding the impact of the acquired Remington, DPMS and Marlin operations, total gross profit for the year ended December 31, 2008 was $36.7 million, an increase of $10.5 million, or 40%, as compared to the year ended December 31, 2007. Gross margin was 27.5% for the year ended December 31, 2008 and 27.8% for the year ended December 31, 2007. Gross margin remained relatively flat, declining 0.3% due to the impact of the acquired Remington, DPMS and Marlin businesses, which have inherently lower margin products, partially offset by increased production levels on certain centerfire rifles products leveraging our fixed overhead utilization and lower rollout of purchase accounting related amortization as a result of our acquisitions of $12.2 million.

In connection with accounting for our acquisitions as business combinations using the purchase method of accounting, inventories were required to be written up to their estimated selling prices less the costs to complete and dispose and a reasonable selling profit. As a result, inventory subsequently sold has negatively impacted cost of goods sold. The impact for the year ended December 31, 2008 was approximately $2.8 million, compared to the impact for the year ended in 2007 of $15.0 million, a net decrease to cost of goods sold of $12.2 million.

Ammunition

Gross profit for the year ended December 31, 2008 was $77.1 million, an increase of $57.9 million, or 301.6%, as compared to the year ended December 31, 2007, primarily due to the impact of the acquired Remington operations, which collectively accounted for $22.1 million of the ammunition gross profit increase. Excluding the impact of the acquired Remington operations, total gross profit for the year ended December 31, 2008 was $55.0 million, an increase of $35.8 million, or 186.5%, compared to the year ended December 31, 2007. Gross margin was 27.9% for the year ended December 31, 2008 and 11.3% for the year ended December 31, 2008. Gross margin improved 16.6%,

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reflecting higher realized prices in 2008 for most categories and decreased impact of purchase accounting related amortization as a result of the Remington Acquisition, partially offset by unfavorable cost absorption driven by lower production volumes during late 2008.

In connection with accounting for the Remington Acquisition as a business combination using the purchase method of accounting, inventories were required to be written up to their estimated selling prices less the costs to complete and dispose and a reasonable selling profit. As a result, inventory subsequently sold in 2007 negatively impacted cost of goods sold. The impact for the year ended December 31, 2007 was approximately $13.1 million and was included in cost of goods sold.

All Other

Gross profit for the year ended December 31, 2008 was $3.5 million, a decrease of $0.1 million, as compared to the year ended December 31, 2007. The full year impact of the acquired Remington operations accounted for an increase of $2.1 million for all other gross profit. Excluding the impact of the acquired Remington operations, total gross profit for the year ended December 31, 2008 was $1.4 million, a decrease of $2.2 million, or 61.1%, compared to the year ended December 31, 2007, as a result of the write-off of remaining technology products inventory of $3.1 million as part of exiting this business partially offset by lower rollout of purchase accounting related amortization of $0.6 million as a result of the Remington Acquisition.

In connection with accounting for the Remington Acquisition as a business combination using the purchase method of accounting, inventories were required to be written up to their estimated selling prices less the costs to complete and dispose and a reasonable selling profit. As a result of this write-up, estimated inventory subsequently sold increased cost of goods sold. The impact for the year ended December 31, 2007 was approximately $0.6 million and was included in cost of goods sold.

Operating Expenses

Operating expenses consist of selling, general and administrative expense, research and development expenses and other (income) expense. The following table sets forth certain information regarding operating expenses for the years ended December 31, 2007 and 2008:

		Year Ended December 31,

		2007			2008			Increase (Decrease)		Percentage Change
		(dollars in millions)
Selling, general and administrative		$	68.1		$	133.7		$	65.6		96.3	%
Research and development expenses			3.8			7.1			3.3		86.8
Impairment charges			0.0			47.4			47.4		N/A
Other (income) expense			(1.8	)		(1.3	)		0.5		(27.8	)

	Total	$	70.1		$	186.9		$	116.8		166.6	%

Total operating expenses for the year ended December 31, 2008 were $186.9 million, an increase of $116.8 million, or 166.6%, as compared to the year ended December 31, 2007, primarily due to the impact of the acquired Remington, DPMS and Marlin operations, which collectively accounted for an increase of $45.1 million. Excluding the impact of the acquired Remington, DPMS and Marlin operations, total operating expenses for the year ended December 31, 2008 were $141.8 million, an increase of $71.7 million, or 102.3%, compared to the year ended December 31, 2007, of which $47.4 million was related to impairment charges recorded in December 2008. The impairment charge was caused by a combination of factors that occurred during 2008, including the deterioration of the economic and credit environment and market conditions in the hunting industry.

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As part of our annual impairment testing conducted with the assistance of third-party valuation specialists under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144") and SFAS No. 142, Goodwill and Other Intangible Assets, ("SFAS 142"), we recorded non-cash impairment charges related to goodwill of $44.3 million and certain trademarks of $3.1 million for the year ended December 31, 2008.

Selling, general and administrative expenses increased $65.6 million, or 96.3%, primarily due to the impact of the acquired Remington, DPMS and Marlin operations, which collectively accounted for an increase of $46.6 million. Excluding the impact of the acquired Remington, DPMS and Marlin operations, selling, general and administrative expenses were $87.1 million, an increase of $19 million, or 27.9%, compared to December 31, 2007, primarily due to a $3.9 million increase in wage, benefits and travel costs reflecting continued development of a customer-focused sales and marketing structure, a $3.6 million increase in wage, benefit and travel costs due to the addition of experienced management personnel, a $3.0 million increase due to incremental amortization as a result of the DPMS acquisition, a $1.6 million increase due to costs associated with incentive compensation accruals as plan participation increased and other expenses.

Research and development expenses increased $3.3 million, or 86.8%, primarily due to a $3.2 million increase attributable to the full year impact of the acquired Remington, DPMS and Marlin operations.

Other expense (income) decreased $0.5 million, or 27.8%, driven mainly by recorded stock option expense of $1.4 million in 2008 and higher intangible amortization of $1.1 million partially offset by the impact of the acquired Remington operations on licensing income of $1.5 million.

Interest Expense

Interest expense for the year ended December 31, 2008 was $30.8 million, an increase of $9.6 million, or 45.3%, as compared to the year ended December 31, 2007, primarily due to the full-year impact of the acquired Remington and DPMS operations.

Income Tax Provision (Benefit)

The Company recorded tax expense of $9.1 million for the year ended December 31, 2008, an effective rate of approximately 47.6%. This tax rate was primarily driven by a permanent tax difference associated with the impairment of goodwill. Excluding the impact of the goodwill impairment, the effective tax rate would have been 31.4% for this period. The effective tax rate for the twelve months ended December 31, 2007 was 31.0%. The difference between the actual effective tax rate for the respective periods above and the U.S. federal statutory rate of 35% is principally due to permanent differences including the impairment of goodwill, utilization of research and development tax credits and the impact of the valuation allowance.

We are currently subject to ongoing audits by federal and various state tax authorities. Depending on the outcome of these audits, we may be required to pay additional taxes. However, we do not believe that any additional taxes and related interest or penalties would have a material impact on our financial position, results of operations, or cash flows.

Year Ended December 31, 2007 and Combined Year Ended December 31, 2006

As a result of the acquisition of Bushmaster by CCM, which was effective on April 1, 2006, our financial results for 2006 have been separately presented in our consolidated financial statements for the "Predecessor Entity" for the period January 1, 2006 through March 31, 2006 and for the "Successor Entity" for the period April 1, 2006 through December 31, 2006. For comparative purposes, we have combined the period from January 1, 2006 through December 31, 2006 in our discussion below, as we

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believe this combination is useful to provide the reader a more accurate comparison. This presentation is not a GAAP measure and it is provided to enhance the reader's understanding of our results of operations for the period presented.

Net Sales

The following table compares net sales by reporting segment for each of the predecessor period January 1, 2006 to March 31, 2006, the successor period April 1, 2006 to December 31, 2006, the combined year ended December 31, 2006 and the year ended December 31, 2007:

	Predecessor Entity		Successor Entity		Combined					Successor Entity					Combined Year Ended December 31, 2006 Compared to Year Ended December 31, 2007

	Period January 1 to March 31, 2006		Period April 1 to December 31, 2006		Year Ended December 31, 2006		Percentage of Total			Year Ended December 31, 2007		Percentage of Total			Increase (Decrease)		Percentage Change
	(dollars in millions)
Firearms	$	16.8	$	41.3	$	58.1		100.0	%	$	201.6		52.4	%	$	143.5		247.0	%
Ammunition		—		—		—		—			169.3		44.0			169.3		—
All Other		—		—		—		—			14.0		3.6			14.0		—

Total	$	16.8	$	41.3	$	58.1		100.0	%	$	384.9		100.0	%	$	326.8		562.5	%

Firearms

Net sales for the year ended December 31, 2007, were $201.6 million, an increase of $143.5 million, or 247%, as compared to the combined year ended December 31, 2006, primarily due to a $138.7 million increase as a result of the impact of the acquired Remington operations. Excluding the impact of the acquired Remington operations, net sales for the year ended December 31, 2007 were $62.9 million, an increase of $4.8 million, or 8.3%, as compared to the combined year ended December 31, 2006, reflecting higher sales volumes of Bushmaster branded products. Discussion of major product category results is included below.

Centerfire rifle sales increased by $78.2 million, or 134.6%, as compared to the combined prior-year period, principally due to a $73.4 million increase as a result of higher sales volumes of the acquired Remington operations and a $4.8 million increase due to higher sales volumes of Bushmaster branded products.

Shotgun and rimfire rifle sales increased by $52.0 million and $6.0 million, respectively, or 100%, as compared to the prior-year period, due solely to increased sales volumes as a result of the impact of the acquired Remington operations.

Ammunition

Net sales for the year ended December 31, 2007, were $169.3 million, an increase of $169.3 million, or 100%, as compared to the combined year ended December 31, 2006, due solely to the impact of the acquired Remington operations. Discussion of major product category results is included below.

Centerfire, shotshell and rimfire ammunition sales increased by $83.6 million, $60.6 million and $11.8 million, respectively, or 100%, as compared to the prior-year period, due solely to increased sales volumes as a result of the impact of the acquired Remington operations.

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All Other

Net sales were $14.0 million in all other businesses for the year ended December 31, 2007, an increase of $14.0 million, or 100%, as compared to the combined year ended December 31, 2006 due solely to increased sales volumes as a result of the impact of the acquired Remington operations.

Cost of Goods Sold and Gross Profit

The table below presents the cost of goods sold and gross profit by reporting segment for each of the predecessor period January 1, 2006 to March 31, 2006, the successor period April 1, 2006 to December 31, 2006, the combined year ended December 31, 2006 and the year ended December 31, 2007:

	Predecessor Entity		Successor Entity		Combined					Successor Entity					Year Ended December 31, 2007 Compared to Combined Year Ended December 31, 2006

	Period January 1 to March 31, 2006		Period April 1 to December 31, 2006		Year Ended December 31, 2006		Percentage of Net Sales			Year Ended December 31, 2007		Percentage of Net Sales			Increase (Decrease)		Percentage Change
	(dollars in millions)
Cost of Goods Sold
Firearms	$	9.8	$	24.6	$	34.4		59.2	%	$	145.5		72.2	%	$	111.1		323.0	%
Ammunition		—		—		—		—			150.1		88.7			150.1		—
All Other		—		—		—		—			10.4		74.3			10.4		—

Total	$	9.8	$	24.6	$	34.4		59.2	%	$	306.0		79.5	%	$	271.6		789.5	%

Gross Profit
Firearms	$	7.0	$	16.7	$	23.7		40.8	%	$	56.1		27.8	%	$	32.4		136.7	%
Ammunition		—		—		—		—			19.2		11.3			19.2		—
All Other		—		—		—		—			3.6		25.7			3.6		—

Total	$	7.0	$	16.7	$	23.7		40.8	%	$	78.9		20.5	%	$	55.2		233.9	%

Firearms

Gross profit for the year ended December 31, 2007 was $56.1 million, an increase of $32.4 million, or 136.7% as compared to the combined year ended December 31, 2006. The 2007 impact of acquiring Remington compared to the combined year ended December 31, 2006 accounted for $29.9 million. Total gross profit for the year ended December 31, 2007 (excluding incremental activity from the acquired Remington operations) was $26.2 million, an increase of $2.5 million, or 10.5%, as compared to the combined period ended December 31, 2006. Gross margin was 27.8% for the year ended December 31, 2007 and 40.8% for the combined year ended December 31, 2006. Gross margin declined 13.0% mainly due to the acquisition of the Remington business with inherently lower margin products partially offset by favorable segment mix with relatively higher margins within the Bushmaster branded products.

Ammunition

Gross profit for the year ended December 31, 2007 was $19.2 million, an increase of $19.2 million, or 100% as compared to the combined year ended December 31, 2006, due solely to the impact of the acquired Remington operations.

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All Other

Gross profit for the year ended December 31, 2007 was $3.6 million, an increase of $3.6 million, or 100% as compared to the combined year ended December 31, 2006, due solely to the impact of the acquired Remington operations.

Operating Expenses

Operating expenses consist of selling, general and administrative expense, research and development expenses and other (income) expense. The table below presents the operating expenses by reporting segment for each of the predecessor period January 1, 2006 to March 31, 2006, the successor period April 1, 2006 to December 31, 2006, the combined year ended December 31, 2006 and the year ended December 31, 2007:

	Predecessor Entity		Successor Entity		Combined					Successor Entity						Year Ended December 31, 2007 Compared to Combined Year Ended December 31, 2006

	Period January 1 to March 31, 2006		Period April 1 to December 31, 2006		Year Ended December 31, 2006		Percentage of Net Sales			Year Ended December 31, 2007			Percentage of Net Sales			Increase (Decrease)			Percentage Change
	(dollars in millions)
Selling, general and administrative expenses	$	3.8	$	8.9	$	12.7		100.0	%	$	68.1			97.1	%	$	55.4			436.2	%
Research and development expenses		—		—		—		—			3.8			5.4			3.8			—
Other (Income) Expense		—		—		—		—			(1.8	)		(2.5	)		(1.8	)		—

Total	$	3.8	$	8.9	$	12.7		100.0	%	$	70.1			100.0	%	$	57.4			451.5	%

Total operating expenses for the year ended December 31, 2007 were $70.1 million, an increase of $57.4 million, or 451.5%, as compared to the combined year ended December 31, 2006, primarily due to the impact of the acquired Remington operations, which accounted for an increase of $54.0 million. Excluding the impact of the acquired Remington operations, total operating expenses for the year ended December 31, 2007 were $16.1 million, an increase of $3.4 million, or 26.8%, as compared to the combined year ended December 31, 2006.

Selling, general and administrative expenses increased $55.4 million, or 436.2%, primarily due to the impact of the acquired Remington operations, which accounted for an increase of $52.1 million. Excluding the impact of the acquired Remington operations, selling, general and administrative expenses for the year ended December 31, 2007 were $16.0 million, an increase of $3.3 million, or 26.0%, as compared to the combined year ended December 31, 2006 primarily due to higher incentive compensation costs.

Research and development expenses increased $3.8 million, or 100%, primarily due to the impact of the acquired Remington operations.

Other (income) expense decreased $1.8 million, or 100%, solely due to the impact of the acquired Remington operations.

Interest Expense

Interest expense for the year ended December 31, 2007 was $21.1 million, an increase of $16.5 million, or 358.7%, as compared to the combined year ended December 31, 2006, primarily due to the impact of the acquired Remington operations.

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Income Tax Provision (Benefit)

Our effective tax rate was 31.0%, 42.3% and 0.2% for the year ended December 31, 2007, the successor period April 1, 2006 through December 31, 2006 and the predecessor period January 1, 2006 through March 31, 2006, respectively. The difference between the actual effective tax rate for the respective periods above and the U.S. federal statutory rate of 35% is principally due to state income taxes and permanent differences.

We are currently subject to ongoing audits by various state tax authorities. Depending on the outcome of these audits, we may be required to pay additional taxes. However, we do not believe that any additional taxes and related interest or penalties would have a material impact on Remington's financial position, results of operations, or cash flows.

We adopted FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, we recognized no material adjustment in our liability for unrecognized tax benefits.

Liquidity and Capital Resources

Cash Flows and Working Capital

Net cash provided by operating activities was $53.3 million for the six months ended June 30, 2009 compared to net cash used in operating activities of $39.4 million for the six months ended June 30, 2008. The $92.7 million increase in cash provided by operating activities for the six months ended June 30, 2009 compared to the prior-year period resulted primarily from:

•: the recognition of net income of $33.0 million for the six months ended June 30, 2009 compared to net income of $3.6 million for the six months ended June 30, 2008;
•: accounts receivable increasing by $22.6 million over the six months ended June 30, 2009 compared to an increase of $27.8 million over the six months ended June 30, 2008, primarily due to enhanced initiatives to shorten historical sales program terms as part of efforts to improve working capital offset by higher sales volume;
•: inventory increasing by $4.8 million over the six months ended June 30, 2009 compared to an increase of $25.0 million over the six months ended June 30, 2008, primarily due to higher sales volumes offset by enhanced initiatives to reduce inventory levels;
•: income taxes payable increasing by $11.7 million over the six months ended June 30, 2009 compared to a decrease of $0.6 million over the six months ended June 30, 2008, primarily due to increased pre-tax income of $45.9 million;
•: accounts payable increasing by $14.3 million over the six months ended June 30, 2009 compared to an increase of $6.5 million over the six months ended June 30, 2008, primarily due to increased inventory needs to support increased production to satisfy sales demands in certain products; and
•: prepaid and other current assets decreasing by $3.6 million over the six months ended June 30, 2009 compared to an increase of $1.7 million over the six months ended June 30, 2008, primarily due to fewer hedging contracts outstanding in 2009 resulting in lower prepaid hedging expense.

Net cash used in investing activities was $7.9 million for the six months ended June 30, 2009 and $49.0 million for the six months ended June 30, 2008. The $41.1 million decrease in cash used in investing activities was primarily related to a $46.6 million payment in connection with the Marlin Acquisition in 2008, net of cash acquired, while investing activities in 2009 were primarily for capital expenditures and the acquisition of Dakota.

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Net cash used in financing activities for the six months ended June 30, 2009 was $12.2 million compared to net cash provided by financing activities of $74.9 million during the six months ended June 30, 2008. The $87.1 million decrease in net cash provided by financing activities for the six months ended June 30, 2009 compared to the six months ended June 30, 2008 primarily resulted from $59.1 million in lower net borrowings under our revolving credit facilities, as well as a $25.8 million capital contribution from CCM to fund the Marlin Acquisition and expenses related to corporate activities which occurred in the six months ending June 30, 2008.

Net cash provided by operating activities was $52.9 million for the year ended December 31, 2008 compared to net cash provided by operating activities of $70.8 million for the year ended December 31, 2007. The $17.9 million decrease in cash provided by operating activities for the fiscal year ended December 31, 2008 compared to the prior-year period resulted primarily from:

•: the recognition of net loss of $28.6 million for the year ended December 31, 2008 compared to net loss of $9.0 million for the year ended December 31, 2007, partially offset by non-cash impairment charges of $47.4 million and an increase of $12.0 million in depreciation and amortization for the year ended December 31, 2008;
•: accounts receivable increasing by $19.4 million over the year ended December 31, 2008 compared to a decrease of $22.7 million over the year ended December 31, 2007, primarily due to increased sales, partially offset by our efforts to shorten historical sales terms as part of our efforts to improve working capital;
•: inventory decreasing by $32.6 million over the year ended December 31, 2008 compared to a decrease of $61.7 million over the year ended December 31, 2007, primarily due to higher sales volumes and management initiatives to reduce inventory; and
•: prepaid and other current assets decreasing by $4.7 million over the year ended December 31, 2008 compared to an increase of $11.9 million over the year ended December 31, 2007, primarily due to fewer hedging contracts in 2008 resulting in lower prepaid hedging expense.

Net cash used in investing activities for the year ended December 31, 2008 was $57.1 million compared to $90.7 million for the year ended December 31, 2007. The $33.6 million decrease in cash used in investing activities was primarily related to a $46.6 million payment in connection with the Marlin Acquisition in 2008, net of cash acquired, and $17.3 million in purchases of property, plant and equipment for the year ended December 31, 2008, compared to a $48.3 million payment for the purchase of RACI Holding, Inc., the then parent of Remington ("RACI"), net of cash acquired, a $22.8 million payment for the purchase of DPMS, net of cash acquired, a $5.0 million payment for the purchase of Cobb Manufacturing, Inc., net of cash acquired, $11.7 million of transaction costs related to the RACI, DPMS Firearms, LLC and Cobb Manufacturing, Inc. acquisitions and $8.4 million in purchases of property, plant and equipment for the fiscal year ended December 31, 2007.

Net cash provided by financing activities was $57.3 million for the year ended December 31, 2008 compared to net cash provided by financing activities of $43.9 million for the year ended December 31, 2007. The $13.4 million increase in net cash provided by financing activities primarily resulted from $50.2 million of proceeds received from revolving credit facilities, and $25.8 million of capital contributions, partially offset by $12.7 million of principal payments on long-term debt for the year ended December 31, 2008 compared to $43.0 million of proceeds received from borrowings of long-term debt and $133.3 million of capital contributions, partially offset by $83.6 million of payments on revolving credit facilities, and $48.2 million of principal payments on RACI notes for the year ended December 31, 2007.

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Sources and Uses of Liquidity

We generally expect to fund expenditures for operations, administrative expenses, capital expenditures, debt service obligations and dividend payments with internally generated funds from operations, and satisfy working capital needs from time to time with borrowings under our revolving credit facility. We believe that we will be able to meet our debt service obligations, fund our short-term and long-term operating requirements, and make permissible dividend payments in compliance with our various debt instruments in the future with cash flow from operations and borrowings under the ABL Revolver, although no assurance can be given in this regard. We continue to focus on working capital management by monitoring key metrics associated with inventory, accounts receivable and accounts payable while recognizing changes to our sales demand can impact our working capital strategies.

Historical Debt

As of June 30, 2009, we had outstanding indebtedness of approximately $324.3 million, which consisted of the following:

•: $51.8 million of indebtedness outstanding under the asset-based senior secured revolving credit facility under the Old Remington Credit Agreement;
•: $17.7 million of indebtedness outstanding under the term loan under the Old Remington Credit Agreement;
•: $29.1 million of indebtedness outstanding under the term loans under the Old BFI Credit Agreement;
•: $201.6 million of Remington's outstanding 10.5% Senior Notes due 2011 including capitalized deferred financing costs of $1.9 million;
•: $21.4 million of BFI's outstanding 15.0% Subordinated Notes due 2012; and
•: $2.7 million of capital lease obligations and other debt.

In connection with the Refinancings as discussed under "Recent Developments" above, we have subsequently repaid all of the amounts outstanding under these notes and credit facilities (and terminated all commitments thereunder) with the proceeds of the Notes and with a borrowing under the ABL Revolver, except for capital leases and other debt.

Capital and Operating Leases and Other Long-Term Obligations

We maintain capital leases mainly for computer equipment and lighting. We have several operating leases, including a lease for our Memphis warehouse that expires in late 2010 and leases for several of our BFI manufacturing facilities that expire on various dates between 2009 and 2012. We also maintain contracts including, among other things, a services contract with our third-party warehouse provider.

Capital Expenditures

Gross capital expenditures for the six months ended June 30, 2009, the year ended December 31, 2008 and the six months ended June 30, 2008 were $4.3 million, $18.4 million and $7.4 million, respectively, consisting primarily of capital expenditures both for new equipment related to the manufacture of firearms and ammunition, as well as maintenance of existing facilities. We expect total capital expenditures for 2009 to be in the range of $13.0 million to $18.0 million, of which approximately $9.0 million is expected to be maintenance related.

Off-Balance Sheet Arrangements

Our only off balance sheet arrangements consist of our obligations in respect of standby letters of credit.

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Contractual Obligations and Commercial Commitments

We have various purchase commitments for services incidental to the ordinary conduct of business, including, among other things, a services contract with our third-party warehouse provider. We do not believe such commitments are at prices in excess of current market prices. Included in those purchase commitments are purchase contracts with certain raw materials suppliers, for periods ranging from one to five years, some of which contain firm commitments to purchase minimum specified quantities. However, such contracts had no material impact on our financial condition, results of operations, or cash flows during the reporting periods presented herein.

We support service and repair facilities for all of our firearm products in order to meet the service needs of our distributors, customers and consumers nationwide. We provide consumer warranties against manufacturing defects in all firearm products we manufacture in the United States. Estimated future warranty costs are accrued at the time of sale which are primarily based upon historical experience. Product modifications or corrections are voluntary steps taken by us to assure proper usage or performance of a product by consumers. The cost associated with product modifications and/or corrections are recognized in accordance with SFAS No. 5, Accounting for Contingencies ("SFAS 5"), and charged to operations. The cost of these programs is not expected to have a material adverse impact on our operations, liquidity or cash flows.

The following represents our contractual obligations and other commercial commitments as of June 30, 2009 after giving effect to the Refinancings:

			Pro Forma Payments Due by Period

			Total Amounts Committed		Less Than 1 Year		1 – 3 Years		3 – 5 Years		Over 5 Years
			(dollars in millions)
Contractual Obligations:
	New Debt(a)		$	251.9	$	—	$	—	$	51.9	$	200.0
	Expected Interest Payments on Notes			123.0		10.2		41.0		41.0		30.8
	Expected Interest Payments on ABL Revolver(b)			11.7		2.9		5.7		3.1		—
	Required Pension Contributions			53.6		8.9		36.0		8.7		—
	Capital Lease Obligations			1.2		0.5		0.6		0.1		—
	Operating Lease Obligations			3.1		1.7		1.1		0.3		—
	Other Long-term Purchase Obligations(c)			9.0		5.3		2.8		0.9		—

		Total Contractual Cash Obligations(d)	$	453.5	$	29.5	$	87.2	$	106.0	$	230.8

Other Commercial Commitments:
	Standby Letters of Credit		$	7.8	$	7.8	$	—	$	—	$	—

		Total Commercial Commitments	$	7.8	$	7.8	$	—	$	—	$	—

(a): Excludes cash interest expense. Represents new debt incurred in connection with the Refinancings, including the Notes and borrowings under the ABL Revolver.
(b): Expected interest payments on the ABL Revolver is estimated based on prime plus 2% and a margin of 3.5, or 5.5%.
(c): Other Long-term Purchase Obligations includes minimum obligations due under various contracts, including a services contract with our third-party warehouse provider, and minimum purchases associated with certain materials necessary for the manufacturing process.
(d): Contractual cash obligations above exclude: (a) income taxes that may be paid in future years; (b) any impact for likely future reversal of net deferred income tax liabilities when reversal occurs; (c) income tax liabilities of approximately $6.9 million as of June 30, 2009 for unrecognized tax benefits due to uncertainty on the timing of related payments, if any; and (d) capital expenditures that may be made although not under contract as of June 30, 2009 (cash paid for capital expenditures was approximately $5.4 million in the first six months of 2009) and (e) pension contributions beyond 5 years.

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Quantitative and Qualitative Analysis of Market Risk

We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities and our ongoing investing and financing activities. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.

Certain of our financial instruments are subject to interest rate risk. As of June 30, 2009 and 2008, we had long-term borrowings of $322.6 million and $331.6 million, respectively, excluding $0.7 million and $18.9 million, respectively, classified as the current portion of long-term debt, of which $98.6 million and $107.0 million, respectively, were issued at variable rates. Assuming no changes in the monthly average variable-rate debt levels of $117.6 million and $81.6 million for the twelve months ended June 30, 2009 and 2008, respectively, we estimate that a hypothetical change of 100 basis points in the LIBOR and Alternate Base Rate interest rates would impact interest expense for the twelve months ending June 30, 2009 and 2008 by $1.3 million and $0.9 million, respectively, on an annualized pretax basis.

We were party to several interest rate swap agreements with respect to our variable outstanding rate indebtedness at BFI as of December 31, 2008 and 2007. The purpose of entering into these interest rate swap arrangements was to hedge against the risk of interest rate increases on the related variable rate indebtedness and not to hold the instrument for trading purposes. The interest rate swap agreement, which is a derivative financial instrument, is classified as a cash flow hedge. We were required to enter into these interest rate swaps in accordance with certain BFI debt instruments. We account for these as a derivative financial instrument in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). Accordingly, the derivative financial instruments are reflected on the balance sheet at their fair market value. However, as the interest rate swaps do not meet specific hedge accounting criteria, the change in fair value over the period covered is reflected in interest expense.

We purchase copper and lead options contracts to hedge against price fluctuations of anticipated commodity purchases. Lead and copper prices have experienced significant volatility over the past five years primarily due to increased demand (including increased demand from India and China).

The amounts of premiums paid for commodity contracts outstanding at June 30, 2009 were $3.6 million, which was $5.5 million lower than the same date in 2008, as fewer contracts were entered into in the last twelve months. At June 30, 2009 and 2008, the market value of our outstanding contracts relating to firm commitments and anticipated purchases up to fifteen and eighteen months, respectively, from the respective date was $6.3 million and $4.1 million, respectively, as determined with the assistance of the Company's counterparty. Assuming a hypothetical 10% increase in lead and copper commodity prices which are currently hedged at June 30, 2009 and 2008, we would experience an approximate $3.0 million and $7.2 million, respectively, increase in our cost of related inventory purchased on an annualized pretax basis, which would be partially offset by an approximate $2.0 million and $3.2 million, respectively, increase in the value of related hedging instruments.

We also purchase steel supplies for use in the manufacture of certain firearms, ammunition, and accessory products. Assuming a hypothetical 10% increase in steel prices at June 30, 2009 and 2008, we would experience an approximate $0.4 million increase in each period in our cost of related inventory purchased on an annualized pretax basis.

We do not believe that we have a material exposure to fluctuations in foreign currencies. We do not hold or issue financial instruments for speculative purposes.

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Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition, results of operations, and cash flows are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to inventories, supplies, accounts receivable, warranties, long-lived assets, product liability, revenue recognition (inclusive of cash discounts, rebates, and sales returns), advertising and promotional costs, self-insurance, pension and post-retirement benefits, deferred tax assets, and goodwill. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. As noted below, in some cases, our estimates are also based in part on the assistance of independent advisors. Actual results may differ from these estimates under different assumptions or conditions.

Management has addressed and reviewed our critical accounting policies and considers them appropriate. We believe the following critical policies utilize significant judgments and estimates used in the preparation of our consolidated financial statements:

Fair Value Measurements

We adopted SFAS No. 157, Fair Value Measurements ("SFAS 157"), and SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"), on January 1, 2008. SFAS 157 (1) creates a single definition of fair value, (2) establishes a framework for measuring fair value, and (3) expands disclosure requirements about items measured at fair value. SFAS 157 applies both to items recognized and reported at fair value in the financial statements and items disclosed at fair value in the notes to the financial statements. SFAS 157 does not change existing accounting rules governing what can or what must be recognized and reported at fair value in the financial statements, or disclosed at fair value in the notes to the financial statements. Additionally, SFAS 157 does not eliminate practicability exceptions that exist in accounting pronouncements amended by SFAS 157 when measuring fair value. As a result, we will not be required to recognize any new assets or liabilities at fair value.

Prior to SFAS 157, certain measurements of fair value were based on the price that would be paid to acquire an asset, or received to assume a liability (an entry price). SFAS 157 clarifies the definition of fair value as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (that is, an exit price). The exit price is based on the amount that the holder of the asset or liability would receive or need to pay in an actual transaction (or in a hypothetical transaction if an actual transaction does not exist) at the measurement date. In some circumstances, the entry and exit price may be the same; however, they are conceptually different.

Fair value is generally determined based on quoted market prices in active markets for identical assets or liabilities. If quoted market prices are not available, we use valuation techniques that place greater reliance on observable inputs and less reliance on unobservable inputs. In measuring fair value, we may make adjustments for risks and uncertainties, if a market participant would include such an adjustment in its pricing.

SFAS 157 establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and our assumptions (unobservable inputs). Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either level 1 or

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level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy. The hierarchy consists of three broad levels as follows:


Level 1	—	Quoted market prices in active markets for identical assets or liabilities;
Level 2	—	Inputs other than level 1 inputs that are either directly or indirectly observable; and
Level 3	—	Unobservable inputs developed using our estimates and assumptions, which reflect those that market participants would use. The following table presents information about assets and liabilities measured at fair value on a recurring basis:

	Fair value measurements at June 30, 2009 using:

	Quoted prices in active markets for identical assets	Significant other observable inputs	Significant unobservable inputs
	Level 1	Level 2	Level 3	Total
Assets:
Commodity Contract Derivatives	Not applicable	$6.3 million	Not applicable	$6.3 million
Marlin Life Insurance Policies	$0.1 million	Not applicable	Not applicable	$0.1 million
Liabilities:
Interest Rate Swap	Not applicable	$0.2 million	Not applicable	$0.2 million

As shown above, commodity contract derivatives valued by using quoted prices are classified within level 2 of the fair value hierarchy. Marlin life insurance policies valued by using cash surrender values, net of related policy loans, are classified within level 1 of the fair value hierarchy. We value the interest rate swap using the Income Approach valuation technique. This method uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts.

The determination of where an asset or liability falls in the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter based on various factors, and it is possible that an asset or liability may be classified differently from quarter to quarter. However, we expect that changes in classifications between different levels will be rare.

Most derivative contracts are not listed on an exchange and require the use of valuation models. Consistent with SFAS 157, we attempt to maximize the use of observable market inputs in our models. When observable inputs are not available, we default to unobservable inputs. Derivatives valued based on models with significant unobservable inputs and that are not actively traded, or trade activity is one way, are classified within level 3 of the fair value hierarchy.

Some financial statement preparers have reported difficulties in applying SFAS 157 to certain nonfinancial assets and nonfinancial liabilities, particularly those acquired in business combinations and those requiring a determination of impairment. To allow the time to consider the effects of the implementation issues that have arisen, the FASB issued FSP SFAS 157-2 ("FSP 157-2") on February 12, 2008 to provide a one-year deferral of the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed in financial statements at fair value on a recurring basis (that is, at least annually). As a result of FSP 157-2, the Company has not yet adopted SFAS 157 for nonfinancial assets and liabilities (such as those related to the Marlin Acquisition) that are valued at fair value on a non-recurring basis. We are evaluating the impact that the application of SFAS 157 to those nonfinancial assets and liabilities will have on our financial statements.

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In February 2007, the FASB issued SFAS 159. SFAS 159 provides an option to elect fair value as the initial and subsequent measurement attribute for most financial assets and liabilities and certain other items. The fair value option election is applied on an instrument-by-instrument basis (with some exceptions), is irrevocable, and is applied to an entire instrument. The election may be made as of the date of initial adoption for existing eligible items. Subsequent to initial adoption, we may elect the fair value option at initial recognition of eligible items, on entering into an eligible firm commitment, or when certain specified reconsideration events occur. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings.

Upon adoption of SFAS 159 on January 1, 2008, we did not elect to account for any assets and liabilities under the scope of SFAS 159 at fair value. In October 2008, the FASB issued FSP SFAS 157-3, Determining the Fair Value of a Financial Asset When the Market for that Asset is Not Active, which clarifies the application of SFAS 157 in a market that is not active.

Revenue Recognition

Sales, net of an estimate for discounts, returns and allowances, and related cost of sales are recorded when goods are shipped, at which time risk of loss and title transfer to the customer. We continually evaluate our sales terms against criteria outlined in SEC Staff Accounting Bulletin 104, Revenue Recognition, which supersedes SAB 101, Revenue Recognition in Financial Statements. While we follow the industry practice of selling select firearms pursuant to a "dating" plan, allowing the customer to purchase these products commencing in December (the start of our dating plan year) and to pay for them on extended terms, we have now commenced to shorten the duration of these terms. Historically, use of the dating plan has had the effect of shifting some firearms sales from the second and third quarters to the first and fourth quarters. As a competitive measure, we offer extended terms on select ammunition purchases. However, use of the dating plans also results in deferral of collection of accounts receivable until the latter part of the year. Customers do not have the right to return unsold product. Management uses historical trend information as well as other economic data to estimate future discounts, returns, rebates and allowances.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful receivables for estimated losses resulting from the inability of our trade customers to make required payments. We provide an allowance for specific customer accounts where collection is doubtful and also provide an allowance for customer deductions based on historical collection and write-off experience. Additional allowances would be required if the financial conditions of our customers deteriorated.

Inventories

Our inventories are valued at the lower of cost or market. We evaluate the quantities of inventory held against past and future demand and market conditions to determine excess or slow moving inventory. For those product classes of inventory identified, we estimate their market value based on current and projected selling prices. If the projected market value is less than cost, we provide an allowance to reflect the lower value of that inventory. This methodology recognizes projected inventory losses at the time such losses are evident rather than at the time goods are actually sold.

As part of the Marlin Acquisition, we now account for a portion of our inventory, the North Haven manufactured firearms, under a Last-In First-Out ("LIFO") assumption under the double extension method. As of June 30, 2009 and June 30, 2008, approximately 8.5% and 11.3%, respectively, of our total inventory excluding the LIFO adjustment was accounted for under the LIFO method.

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Under a First In First Out assumption, inventories would have been lower by $1.2 million and $1.4 million at June 30, 2009 and June 30, 2008, respectively.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated lives of the assets. The estimated useful lives are principally 1 to 43 years for buildings and improvements, and 1 to 15 years for machinery and equipment.

In accordance with SFAS 144, management assesses property, plant and equipment for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. To analyze recoverability, management projects undiscounted future cash flows resulting from the use of the asset over the remaining life of the asset. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If these projected cash flows are less than the carrying amount of the asset, an impairment loss is recognized, resulting in a write-down of property, plant and equipment with a corresponding charge to operating income. Any impairment loss is measured based upon the difference between the carrying amount of the asset and the present value of future cash flows. We use a discount rate equal to our average cost of funds to discount the expected future cash flows.

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

Interest is capitalized in connection with the construction of major projects. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset's useful life.

Goodwill, Goodwill Impairment, Intangible Assets and Debt Issuance Costs

We adopted the provisions of SFAS 142 for goodwill and intangible assets pursuant to SFAS 142. Each year we test for impairment of goodwill according to a two-step approach. In the first step, we estimate the fair values of our reporting units using a combination of the present value of future cash flows approach, market approach and a transactional approach, all equally weighted, subject to a comparison for reasonableness to our market capitalization at the date of valuation. Our market capitalization is developed with the assistance of third parties and is computed primarily using the income approach but validated using the market approach. We use a market-based control premium when reconciling the aggregate of our reporting unit fair values to our market capitalization. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net tangible and intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. In 2008, impairment charges of $44.3 million were recorded to goodwill and identifiable intangible assets. Impairment charges to goodwill of $35.2 million related to the Remington Acquisition. Goodwill impairment charges of $9.1 million and trademark impairment charges of $3.1 million related to the Marlin Acquisition. No impairment provisions were necessary during 2007 or 2006. For other intangible assets,

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the impairment test consists of a comparison of the fair value of the intangible assets to their respective carrying amount.

The determination of future cash flows is based on the Company's plans and long range planning forecasts. The revenue growth rates (based on the Company's business plans until 2012, estimated at 2.3% from 2013 to 2016 and trended down to 2% over the long term) included in the plans are based on our assumptions of macro economic effects on our industry. We use market share data by customer based on known and targeted awards. The projected profit margin assumptions included in the plans are based on the current cost structure and anticipated cost reductions. We employed a weighted average cost of capital ("WACC") approach to determine our discount rates of approximately 15-18% for goodwill recoverability testing. Our WACC calculation includes factors such as the risk-free rate of return, cost of debt and expected equity premiums. The assumptions used in the current year changed primarily from the prior year due to revised cash flows and growth rates in light of the deterioration in the global economic condition. Other valuation methods, such as a market approach utilizing market multiples, are used to corroborate the discounted cash flow analysis performed at the reporting unit. If different assumptions were used in these plans, the related cash flows used in measuring impairment could be different and additional impairment of assets might be required to be recorded. We use a discount rate equal to our average cost of funds to discount the expected future cash flows. Debt issuance costs are amortized over the life of the related debt or amendment.

In the asset purchases of BFI, Cobb Manufacturing, Inc., and DPMS, we recorded an initial estimate associated with goodwill of $42.0 million. Thereafter net adjustments of $0.1 million increased the balance of goodwill related to acquisition costs and accruals related to the acquisition of DPMS in December 2008.

As part of the application of purchase accounting resulting from the Remington Acquisition, on May 31, 2007, we recorded an initial estimate associated with goodwill and identifiable intangible assets to each reporting segment of $67.0 million and $73.9 million, respectively. Subsequent to May 31, 2007, goodwill was adjusted downward by $43.0 million to $24.0 million, primarily due to the impairment charges discussed above and intangible assets were adjusted downward by $0.9 million to $73.0 million based on additional information relating to applying the purchase method of accounting.

As part of the application of purchase accounting resulting from the Marlin Acquisition, on February 1, 2008, we recorded an initial estimate associated with goodwill and identifiable intangible assets to each reporting segment of $6.0 million and $10.9 million, respectively. Subsequent to February 1, 2008 and through June 30, 2009, goodwill has been adjusted downward to zero, primarily due to the impairment charges. Identifiable intangible assets have been adjusted downward approximately $3.1 million based on additional information relating to applying the purchase method of accounting, as well as impairment charges.

Reserves for Product Liability

We provide for estimated defense and settlement costs related to product liabilities when it becomes probable that a liability has been incurred and reasonable estimates of such costs are available. Estimates for accruals for product liability matters are based on historical patterns of the number of occurrences, costs incurred and a range of potential outcomes. We also utilize the assistance of independent advisors to assist in analyzing the adequacy of such reserves. Due to the inherently unpredictable nature of litigation, actual results will likely differ from estimates and those differences could be material.

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Employee Benefit Plans

We have defined benefit plans that cover a significant portion of our salaried and hourly paid employees. As a result of amendments to our defined benefit plans, future accrued benefits for all employees were frozen as of January 1, 2008. We derive pension benefit expense from an actuarial calculation based on the defined benefit plans' provisions and management's assumptions regarding discount rate, rate of increase in compensation levels and expected long-term rate of return on assets. Management determines the expected long-term rate of return on plan assets based upon historical actual asset returns and the expectations of asset returns over the expected period to fund participant benefits based on the current investment mix of our plans. Management sets the discount rate based on the yield of high quality fixed income investments expected to be available in the future when cash flows are paid. The rate of increase in compensation levels is established based on management's expectations of current and foreseeable future increases in compensation. In addition, management also consults with independent actuaries in determining these assumptions.

Self-Insurance

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

Reserves for Workers' Compensation Liability

We provide for estimated medical and indemnity compensation costs related to workers' compensation liabilities when it becomes probable that a liability has been incurred and reasonable estimates of such costs are available. Estimates for accruals for workers compensation liability matters are based on historical patterns of the number of occurrences, costs incurred and a range of potential outcomes. We also utilize the assistance of independent advisors to assist in analyzing the adequacy of such reserves.

Income Taxes

Income tax expense is based on pretax financial accounting income. We recognize deferred tax assets and liabilities based on the difference between the financial reporting and tax bases of assets and liabilities, applying tax rates applicable to the year in which the differences are expected to reverse, in conjunction with SFAS 109. A valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be realized.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets an amendment of SFAS 140 ("SFAS 166"). This standard removes the concept of a qualifying special-purpose entity from SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishing of Liabilities, and removes the exception from applying FASB Interpretation 46, Consolidation of Variable Interest Entities. The statement clarifies the objective of whether a transferor has surrendered control over the financial assets and limits the circumstances in which a financial asset should be derecognized. The statement requires that all assets acquired and liabilities incurred resulting from the transfer of a financial asset be initially measured at fair value. SFAS 166 is effective for interim and annual periods ending after November 15, 2009. We do not expect the adoption of SFAS 166 will have a significant impact on our results of operations, financial condition and equity.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation 46(R) ("SFAS 167"). The statement requires a reporting enterprise to perform an analysis and ongoing

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reassessments to determine whether the enterprise's variable interest gives it a controlling financial interest. It also requires an enterprise to assess whether it has an implicit financial responsibility to ensure a variable interest operates as designed when determining whether it has the power to control the variable interest. The statement eliminates the quantitative approach previously required when determining the primary beneficiary of a variable interest and augments current disclosures. SFAS 167 is effective for interim and annual periods ending after November 15, 2009. We do not expect the adoption of SFAS 167 will have a significant impact on our results of operations, financial condition and equity.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ("SFAS 168"). This standard establishes the Accounting Standards Codification ("Codification") as the source of authoritative U.S. generally accepted accounting principles for all nongovernmental entities and supersedes SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. On the effective date of this statement, all then-existing and non-SEC accounting and reporting standards will be nonauthoritative and superseded by the Codification. New standards by the FASB, will be issued through Accounting Standards Updates. Accounting Standard Updates are not considered authoritative in their own right, but will update, guide, and provide the bases for conclusions on changes in the Codification. SFAS 168 is effective for financial statements issued after September 15, 2009.

Recently Adopted Accounting Pronouncements

Accounting pronouncements adopted by the Company in 2009 are as follows:

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, ("SFAS 160"). This standard improves, simplifies, and converges internationally the reporting of noncontrolling interests in consolidated financial statements. SFAS 160 requires all entities to report noncontrolling (minority) interests in subsidiaries in the same way as equity in the consolidated financial statements. Moreover, SFAS 160 requires that transactions between an entity and noncontrolling interests be treated as equity transactions. SFAS 160 is effective for fiscal years beginning after December 15, 2008 and, consequently, was implemented by Freedom Group on January 1, 2009.

Upon adoption of SFAS 160, the Company reclassified minority interests in its consolidated balance sheet from other noncurrent liabilities to the equity section. Additionally, the Company changed the way non-controlling interests are presented within the consolidated statement of operations such that the statement of operations reflects results attributable to both the Company's interests and non-controlling interests. The results attributable to the Company's interests did not change upon the adoption of SFAS 160.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. The new standard is also intended to improve transparency about the location and amounts of derivative instruments in an entity's financial statements; how derivative instruments and related hedged items are accounted for under SFAS 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. SFAS 161 requires disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk-related and requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and, consequently, was

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implemented by Freedom Group on January 1, 2009. Upon adoption of SFAS 161, the Company enhanced its disclosures for derivative instruments and hedging activities by providing additional information regarding the underlying risk, objectives, extent of hedging activity, and accounting designation. Since SFAS 161 requires additional disclosures, its adoption did not affect the Company's financial position or results of operations.

In April 2009, the FASB issued FSP SFAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, ("FSP 157-4"). FSP 157-4 provides guidelines for making fair value measurements more consistent with the principles presented in SFAS 157. FSP 157-4 relates to determining fair values when there is no active market or where the price inputs being used represent distressed sales. It reaffirms what SFAS 157 states is the objective of fair value measurement: to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive. FSP 157-4 is effective for interim and annual periods ending after June 15, 2009. The adoption of FSP 157-4 has not had a significant impact on our results of operations, financial condition and equity.

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments ("FSP 107-1"). FSP 107-1 enhances consistency in financial reporting by increasing the frequency of fair value disclosures. FSP 107-1 relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. Prior to issuing FSP 107-1, fair values for these assets and liabilities were only disclosed once a year. FSP 107-1 now requires these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value. FSP 107-1 is effective for interim and annual periods ending after June 15, 2009.

In April 2009, the FASB issued FSP SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments ("FSP 115-2"), which provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. FSP 115-2 on other-than-temporary impairments is intended to bring greater consistency to the timing of impairment recognition, and provide greater clarity to investors about the credit and noncredit components of impaired debt securities that are not expected to be sold. The measure of impairment in comprehensive income remains fair value. FSP 115-2 also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. FSP 115-2 is effective for interim and annual periods ending after June 15, 2009. The adoption of FSP 115-2 has not had a significant impact on our results of operations, financial condition and equity.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events ("SFAS 165"). This standard establishes general guidelines for accounting and disclosing events that occur subsequent to an entity's balance sheet date but prior to issuance of its financial statements. SFAS 165 defines the period after the balance sheet date and the circumstances which an entity should recognize events in its financial statements. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. The adoption of SFAS 165 has not had a significant impact on our results of operations, financial condition and equity.

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BUSINESS

Company Overview

Our Company

Established in 1816, we are America's oldest and largest manufacturer of firearms and ammunition. In addition, we are the only major U.S. manufacturer of both firearms and ammunition, which we believe is a significant competitive advantage and supports our market leadership position. We believe this leadership position across all of our major product categories is evidenced by our #1 U.S. commercial market shares in shotguns, rifles, and ammunition.

Today, Freedom Group includes over 10 well-regarded brands, collaborating across all disciplines, from product development to distribution, delivering end-user driven products to the hunting, shooting sports, law enforcement and military end-markets. We have made significant progress in our transition to a customer-focused sales and marketing organization by shifting to a two-tiered sales structure whereby dedicated key account managers sell the full FGI product offering to our top retail accounts while our internal field sales force calls on our network of distributors and dealers. This has allowed us to create a unified customer facing platform capable of selling our entire suite of brands and products across multiple end-markets while providing the ability to leverage our flexible manufacturing capacity to quickly respond to changes in customer preferences and demands.

Our Industry

Based on data from the NSSF, we estimate that the annual domestic commercial long gun market is approximately $1.1 billion and the commercial ammunition market is approximately $1.0 billion, based on data from the NSSF. We estimate total annual purchases of firearms and ammunition by U.S. military and law enforcement are $1.7 billion and $475 million, respectively. Additionally, we believe there are significant opportunities in the international market for our products.

The long gun market represents a significant variety of firearms, including both shotguns and rifles. The use of these firearms ranges from hunting, to law enforcement and defense, to other shooting sports, such as skeet, trap, sporting clays and target shooting. According to the NSSF, domestic consumer long gun sales (based on excise tax data) have grown at a 5% CAGR from 2004 to 2007 and at higher rates in 2008 and 2009. Within those numbers, we believe the commercial modern sporting rifle market, in which we believe we are the largest producer, has grown at a 36% CAGR. Further, the NSSF estimates that consumer ammunition sales grew at a 17% CAGR during the same period and at higher rates in 2008 and 2009.

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interest in the outdoors and product offerings designed to introduce new shooters to hunting and shooting.

Our Competitive Strengths

We believe our business model provides a broad and attractive value proposition to our customers and we believe that we are distinguished by the following competitive strengths:

Category-Defining Brands

Our other firearms brands are leaders in their niche markets:

•: Marlin—Key producer of lever-action and bolt-action rifles
•: Harrington & Richardson—Producer of break-action single-shot rifles and shotguns

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•: L.C. Smith—Major producer of aspirational side-by-side and over-under shotguns
•: Parker—Key producer of aspirational high-end brand of artisanal shotguns
•: Dakota Arms—Key producer of aspirational rifles and shotguns often chambered in large calibers
•: Miller Arms—Producer of customized precision single-shot rifles
•: Nesika—Producer of precision bolt-action rifles and actions

Our EOTAC and INTC joint ventures extend into tactical and discreet clothing and frangible ammunition, respectively.

Leading Market Share Positions

Our core products are ranked #1 across their respective U.S. commercial product categories.

Categories

Firearms
	Shotguns	#1	31	%
	Traditional Rifles	#1	36	%
	Modern Sporting Rifles	#1	49	%
Ammunition		#1	33	%

Note: Based on 2007 Firearms and 2006 Ammunition Market Data from SMRG and AFMER, and excludes law enforcement, international and military sales.

Broad Product Portfolio

We have the broadest firearms, ammunition, components, parts and accessory portfolio in our industry:

•: Firearms—We provide a wide variety of firearms, including a full product line of both shotguns and rifles. Our shotgun firearm types include single-shot, pump-action, auto-loading, over-and-under, break-action and side-by-side. Our rifles are both centerfire and rimfire, and include lever-action, bolt-action, break-action, single-shot and modern sporting rifle firearm types. Our products range in price from entry level firearms under the Harrington & Richardson brand to the aspirational hand-crafted Parker Gun and Dakota brands in addition to our core brands of Remington, Bushmaster, DPMS and Marlin. Varied price points enable us to build lifetime relationships and brand loyalty with our customers as they mature in, and expand across additional categories of, the outdoor marketplace. In addition, we believe that we offer the widest variety of shotgun gauges and rifle caliber chamberings of any long gun manufacturer, and also offer high-end precision, aspirational and custom firearms.
•: Ammunition—We are the only company in the United States that is a major supplier of both firearms and ammunition. Our prominence in the ammunition market and ability to leverage brand loyalty creates a recurring and stable revenue stream in ammunition to complement our firearms business. We produce over 1,000 SKUs of ammunition (loaded rounds and components) across 60 calibers and gauges for use across the entire spectrum of firearms,

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including centerfire rifles, rimfire rifles, shotguns, and handguns, at a variety of price points and for a broad spectrum of applications.

•: Components and Parts—Our business of providing components and parts to customize firearms, particularly modern sporting rifles, generates additional sales to existing customers, with component systems and parts often generating higher margins than complete rifles, which are reported within our firearms segment. Most of these components and parts, with the exception of the serialized lower receiver, can be sold directly to consumers without going through a federally licensed firearms dealer.
•: Accessories—We sell a wide variety of branded accessories, including gun care and cleaning products, Dan Walter protective firearms cases and folding and collectible knives. Through our EOTAC majority owned joint venture, we market high quality tactical and discreet garments for military, law enforcement and the commercial sector.
•: Licensing—We license our trademarks to a discrete number of third parties that manufacture and market sporting and outdoor products that complement our product lines. We currently offer approximately 3,500 SKUs and generate over $110 million in sales from our retail partners. Currently, our trademarks are licensed for use on, among other things, automobiles, sporting and outdoor apparel, caps, gun cases and slings, tree stands, wildlife feeders, sporting dog equipment, air guns, game decoys and calls, hunting and shooting safety and security products, gun safes, and various other nostalgia and novelty goods. We strive to ensure that the quality, image and appeal of these licensed products are consistent with the high-quality nature of our products and brand strength. We believe that these licenses increase the market recognition of our brands, enhance our ability to market our core products, and generate attractive, high margin income. Additionally, we believe there are significant opportunities for our licensed products as we believe consumer preference is continuing to move toward an outdoor lifestyle.

Our broad product portfolio provides a wide assortment of choices and options for end-users, so that we can provide a solution for any firearm or any ammunition application. This enables us to be a key supplier to our commercial, law enforcement and military customers with significant cross-selling and bundling opportunities, while building strong brand loyalty across all shooting sports and needs.

Multiple Distribution Channels Reaching Diverse End-Markets

Commercial

Military/Law Enforcement/International

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customers, which include the Texas Department of Public Safety, Los Angeles County Sheriff's Department, Los Angeles Police Department, the California Highway Patrol, FLETC, DOD, the United States SOCOM, and the United States Secret Service, as well as international governments including Colombia, the Republic of Georgia, Italy, Poland, Malaysia, Mexico and Oman. All firearms and ammunition that we sell and export to foreign countries, whether sold commercially or to international governments and militaries, must be licensed and approved by the U.S. Department of State or the U.S. Department of Commerce.

Differentiated, Customer-Focused Sales and Marketing Approach

We have also shifted our business from a manufacturing-based "push system" to a customer-focused "pull system," driven by our Chief Sales and Marketing Officers. We have the ability to mine our extensive and proprietary database of consumer contacts and are an industry leader in our ability to capture and analyze point-of-sale and sell through data from our key customers and distributors to determine what products our customers demand. Additionally, our key account managers have access to the full suite of FGI products and we believe are leveraged by our retail partners to assist in long range sales planning.

Attractive Cash Flow Generation

Proven and Experienced Management Team and Board of Directors

Our senior management team has substantial industry and related operational, sales and marketing and financial experience. For example, our Chief Executive Officer, Ted Torbeck, joined us after a 28 year career with General Electric, our Chief Sales Officer, Scott Blackwell, has over 20 years experience in the firearm and law enforcement industry and our Chief Financial Officer, Stephen Jackson, has been with the Company for six years and has over 19 years of financial and accounting experience. Immediately after the offering, our management will own approximately % of our common stock (on a fully diluted basis). In addition to key managers that have been in place at our companies, we have added numerous experienced external professionals to execute our business strategy including a Chief Operating Officer, Chief Sales Officer, Chief Information Officer, Chief

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Marketing Officer, Chief Technology Officer and General Counsel. Further, our board members provide a wealth of relevant experience and expertise across operations, sales and marketing and defense, including Edward Rensi, the former Chief Executive Officer of McDonalds U.S.A.; retired four star Generals Michael Hagee, former Commandant of the United States Marine Corps, and George Joulwan, former SACEUR (Supreme Allied Commander Europe and Head of NATO); Bobby Brown, former President of Remington; Jim Pike, Chief Executive Officer of CTA Acoustics and Maul Technology; David Bell, former Chairman Emeritus of Interpublic Group; Grant Gregory, Vice Chairman of Cerberus Capital Management; and Jeff Bleustein, former Chairman and Chief Executive Officer of Harley-Davidson.

Our Growth Strategy

Increase Commercial Market Share through Marketing-Focused Organization

Further Penetrate the Domestic and International Defense and Law Enforcement Channels

Our global military products division, operating under a unified leadership across all of our brands, has focused research efforts on developing products in advance of key emerging imminent firearms solicitation windows for the DOD over the next several years. We have significantly ramped up and augmented our business to take advantage of these opportunities. While we have supplied a number of products to the military and law enforcement channels for many years, we view this area as having high potential for further penetration and growth for a wide variety of our existing products, as well as products we have recently developed and continue to develop. Specific opportunities include the development of the next generation tactical sniper system for special operations and conventional military customers, the next generation service rifle for the U.S. Army, an upgrade option to our current M24 Sniper Weapon System for the U.S. Army for greater range and capability, and a materials and coatings sniper rifle study for the Defense Advanced Research Projects Agency (DARPA) that focuses on barrel life and long range accuracy. In addition, we are aligning ourselves with certain suppliers to exploit our competitive advantages and secure future government-funded research and development opportunities in this area.

Our international presence has increased significantly in net sales over the last two years with firearms (sniper systems, shotguns, and service rifles) and ammunition sales to governmental customers

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in Mexico, Thailand, Malaysia and Afghanistan, among other countries. In addition to the new products mentioned above, we are developing several products specific to the foreign markets, including a 7.62mm semi-auto sniper system and several personal defense weapons. We believe we are well-positioned as an important player in this growing global market and can offer full firearms and ammunition solutions to existing and new foreign military customers. We believe leveraging current and future DOD contracts will further enhance our ability to win international business. All firearm export sales need to be licensed and approved by the United States Department of State or the United States Department of Commerce, and we have a successful track record of obtaining such approvals.

Continued Focus on Innovation and New Product Development

We are an innovation leader in our industry, supported by more than 45 engineers and technicians and what we believe to be the industry's only domestic freestanding and dedicated firearms research and development facility. Our team develops new products, such as the weather-resistant M887 Nitro Mag shotgun which was launched in May 2009, as well as processes to bring new products such as the XL7 series of rifles to market more quickly and cost effectively. Our focus on innovation has resulted in the introduction of diverse products such as the Remington R-15 modern sporting rifle, the R-25 modern sporting rifle, the Bushmaster .50 BMG bolt action rifle, and the .308 DPMS modern sporting rifle. In 2009, we also launched the Remington M597 VTR rimfire rifle, the Marlin .338 MXLR/MX lever action line of rifles and the Remington R-15 styled rifle for the new Remington 30AR cartridge, along with a variety of other new ammunition products. We are driving product development for our law enforcement, international and military efforts, as well as additional sales to existing commercial customers with additional part configurations and calibers for the modern sporting rifle. Specific examples include the Adaptive Combat Rifle and 7.62mm semi-auto sniper system. We have numerous new products in development with multiple new firearms product platforms and extensions to existing product lines scheduled for introduction in 2010 and beyond.

Continue to Optimize Manufacturing Operations

Pursue Complementary Acquisitions and Strategic Investments

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successfully identifying and integrating acquisitions, as demonstrated by the integration of our brands, and have achieved significant operational improvements as a result. We intend to continue to identify and pursue add-on strategic acquisitions or investments that expand and enhance our brand, product and intellectual property portfolio. We seek to acquire highly complementary products, intellectual property or external capabilities to fill gaps in our portfolio or extend our brands and channel relationships.

We have recently completed three acquisitions which we believe will enhance our business performance. On June 5, 2009, we acquired certain assets of Dakota Arms, a producer of high-end rifles, shotguns and ammunition for approximately $1.8 million, which primarily consisted of inventory and equipment. This acquisition positions us in the largely customized, high precision, large caliber and safari segments of the market, with premium and aspirational firearm and ammunition brands including Dakota Arms, Miller Arms and Nesika, as well as Dan Walter premium gun cases. In addition, on September 22, 2009, we acquired certain assets from S&K Industries, Inc. ("S&K"), a supplier of high quality walnut and laminate wood stocks for our firearms operations for approximately $3.8 million. The assets acquired are primarily inventory, machinery and equipment. We believe this acquisition will reduce certain costs of acquiring the wood stocks and improve efficiencies in our firearms manufacturing processes. Finally, on October 2, 2009, we completed the acquisition of certain assets of Advance Armament Corporation ("AAC") for approximately $10.2 million, with additional contingent consideration of approximately $8.0 million due in 2015 upon achievement of certain employment and financial conditions. AAC manufactures and markets a full line of firearm accessory products used in certain military and commercial markets and provides us further product portfolio expansion.

Our History and Corporate Structure

We have over 190 years of operational history in firearms, ammunition and related products. Our predecessor company was created on February 17, 2006 by CCM for the purpose of acquiring Bushmaster Firearms, Inc. Effective April 1, 2006, CCM completed the acquisition of certain assets and assumed certain liabilities of Bushmaster Firearms, Inc. With the goal of creating the world's leading firearms, ammunition and related products company, CCM has built and strengthened a family of brands and products with the successful integration of three primary acquisitions subsequent to the acquisition of Bushmaster (Remington, DPMS and Marlin).

FGI (formerly American Heritage Arms, Inc.) was formed on March 30, 2007 by CCM principally for the purpose of acquiring Remington Arms Company, Inc. On December 12, 2007, through a series of transactions, Bushmaster Firearms International, LLC and Remington Arms Company, Inc. became wholly owned subsidiaries of FGI. On December 13, 2007, through our subsidiary DPMS Firearms, LLC, we acquired certain assets and assumed certain liabilities of Defense Procurement/Manufacturing Services, Inc. On January 28, 2008, we acquired 100% of the shares of the Marlin Firearms Company and its subsidiary H&R 1871, LLC through our Remington subsidiary. We have focused on integrating and optimizing our consolidated business operations for the past 18 months.

We have made an additional small strategic acquisition to supplement and expand the current brand portfolio. On June 5, 2009, through our wholly owned subsidiary DA Acquisitions, LLC, we acquired certain assets and assumed certain liabilities of Dakota Arms.

We have entered into three strategic joint-ventures through our non-wholly owned subsidiaries. On March 19, 2007, we purchased an 80% ownership interest in Precision Arms Center. On November 3, 2008, we purchased 27.1% ownership interest in INTC USA, LLC. On July 30, 2008, we purchased a 61.8% ownership interest in EOTAC, LLC.

On February 13, 2009 we formed E-RPC, LLC as a wholly owned domestic subsidiary principally to carry out certain operating activities related to our re-entrance into the handgun market.

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The following chart shows our corporate structure as of the date of this prospectus:

(1): 73% owned by third parties.
(2): 38% owned by third parties.
(3): 50% owned by Spectrum Brands Inc.
(4): 20% owned by third parties.

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Segment Overview

We operate our business under three separate reporting segments: (1) our "firearms" segment, which designs, manufactures, assembles, imports and markets primarily shotguns, centerfire rifles and rimfire rifles; (2) our "ammunition" segment which designs, manufactures and markets primarily sporting ammunition and ammunition reloading components; and (3) an "all other" reporting segment which includes accessories, other gun-related products, licensed products and apparel. The following table sets forth our sales for our reportable operating segments for the periods shown:

	Predecessor		Successor

	January 1 through March 31,		April 1 through December 31,		Year Ended December 31,				Six Months Ended June 30, (Unaudited)				Twelve Months Ended June 30, (Unaudited)
	2006		2006		2007		2008		2008		2009		2009
			(dollars in millions)
Firearms	$	16.8	$	41.3	$	201.6	$	426.6	$	190.9	$	270.3	$	506.0
Ammunition		—		—		169.3		275.9		116.3		147.8		307.4

Subtotal		16.8		41.3		370.9		702.5		307.2		418.1		813.4
All other		—		—		14.0		20.0		9.6		9.2		19.6

Totals	$	16.8	$	41.3	$	384.9	$	722.5	$	316.8	$	427.3	$	833.0

Firearms

Overview

We design, manufacture and market our firearms primarily under the Remington, Marlin, Bushmaster, DPMS, H&R, L.C. Smith, Parker, Dakota Arms, Miller Arms, and Nesika brand names. Through our diversified portfolio of leading brands, we offer a wide variety of long guns including pump-action shotguns, auto-loading shotguns, side-by-side shotguns, over-and-under shotguns, break-action shotguns, and a comprehensive variety of centerfire and rimfire rifle types, including custom and precision guns, lever-action rifles, bolt-action rifles, break-action rifles, single-shot rifles, and modern sporting rifles. Our products appeal to a broad range of gun owners, attracting novice and experienced consumers alike. We offer our products at a range of price points, from entry level, value priced guns to premium brands that appeal to gun enthusiasts and collectors worldwide. We also produce components, including uppers, lowers, barrels and spare parts, which enable gun enthusiasts to build and continually upgrade and customize their firearms. Our brand strategy allows us to address a variety of end-user preferences, ranging from hunting and shooting sports to government, military and law enforcement applications, from beginner to accomplished shooters, as well as build strong brand awareness and generate attractive cross-selling opportunities. As the largest firearms manufacturer in the United States, we sold approximately 1.1 million long guns during the twelve months ended June 30, 2009.

We believe our portfolio contains powerful brands acknowledged throughout the broader U.S. sporting goods and outdoor recreation markets and that our products are recognized by sportsmen and shooters worldwide for superior value, performance and durability. One of our core strategies is to consistently introduce new and innovative products. This strategy results in a robust new product pipeline, including our M887 Nitro Mag shotgun, an innovative new pump-action shotgun that features ARMORLOKT, our proprietary protective coating designed for the harshest environments. In addition, we have developed various innovative products for the international, law enforcement and government end-markets under the Remington, Bushmaster and DPMS brands. For example, Remington supplies the M24 Sniper Weapon System to the U.S. Army. Finally, Bushmaster and DPMS, which supplied over

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30,000 firearms to law enforcement and international customers in 2008, provide firearms to various federal agencies including the DOD.

According to the SMRG, we had the #1 market share position in the U.S. for traditional rifles and shotguns in 2007. Based on sales volume, our U.S. market share was approximately 36% and 31% in 2007, respectively. We also held the #1 market share position in the U.S. for modern sporting rifles, according to 2007 AFMER data, with an estimated 49% market share.

According to NSSF, 2007 shooting sports participation includes approximately 20 million target shooters, 19 million hunters and 7 million sporting clays, trap and skeet shooters. NSSF estimates participation of roughly 6 million archers and at least 9 million air gun shooters as well. We believe that the hunting and shooting sports industry is growing. Based on NSSF analysis of U.S. excise tax data, the sporting equipment market was approximately $2.8 billion in 2007, consisting of $1.1 billion in long guns, $1.1 billion in ammunition and $0.7 billion in handguns.

Products

Our most popular Remington shotguns are the Model 870 pump-action shotgun and the Model 1100 and Model 11-87 auto-loading shotguns. Remington shotguns are offered in versions that are marketed to both novices and experienced gun owners. Specialty shotguns focus on the deer, turkey and other specialized hunting markets, recreational and competitive clay target shooting, and various law enforcement and military applications. We also offer premium over/under, side-by-side, and entry-level single-shot shotguns.

Our most popular Remington rifles are the Model 700, Model Seven and Model 770 centerfire rifles and the Model 597 rimfire rifles. To appeal to a broad range of gun owners, we manufacture these rifles in a wide variety of chamberings, configurations and finishes. In addition, Remington offers the R-15 and R-25 modern sporting rifles for hunting use.

Marlin is synonymous with lever-action rifles. The Model 336, Model 1895, Model 1894 and the recently introduced XLR configurations are designed for high performance and durability across multiple medium and large centerfire calibers. Marlin also produces the Model 39A lever action rimfire rifle, which is the longest continuously manufactured rifle in the world, having commenced production in 1891. In addition to lever-action rifles, Marlin is also known for its rimfire rifle offerings particularly, the Model 60, as well as the Model 795, Model 925 and Model 917. Marlin also offers a bolt-action centerfire rifle in the competitively priced XL7 series rifle.

Bushmaster produces superior quality and highly advanced modern sporting rifles, used worldwide in the commercial, law enforcement, international and military markets. Bushmaster produces a wide range of upper and lower assemblies for modern sporting rifles, carbon composite carbines, M4 type carbines and a wide range of custom products with a primary focus on the .223 and 5.56mm caliber. Bushmaster has introduced innovative products and caliber offerings such as the .50 BMG and .450 Bushmaster with several new platforms currently under development.

DPMS is a leading innovator of modern sporting rifles with a broad range of caliber offerings such as .308, .338 and .243. In addition, DPMS produces a range of upper and lower assemblies, stocks and other gun components to a diverse customer base including dealers and end-users.

Harrington & Richardson offers competitively priced break-action single-shot shotguns and rifles. Popular models include the Pardner line of single-shot shotguns as well as the Handi-Rifle single-shot rifle and Ultra Slug Hunter rifled slug shotguns.

Recently, we completed the acquisition of Dakota Arms. Dakota Arms is a manufacturer of premier rifles used in the high precision, large caliber and safari segments of the market.

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Product Introductions

We focus our product development efforts on satisfying customer preferences. Recent Remington product introductions include the Model 887 Nitro Mag, an innovative new pump-action shotgun fully encased in a rugged polymer shell, the Model 700 XHR rifle with a triangular profiled barrel and the Model R-15 rifle chambered in the new .30 Remington modern sporting cartridge. Additionally, Remington upgraded the X-Mark Pro trigger for the Model 700 series with external trigger pull weight adjustment capability. Recent Marlin introductions include the .338 MXLR and .338 MX rifles chambered for the new .338 Marlin Express cartridge, short-action chamberings in the X7 series rifles as well as a big loop lever version of the 1895 series rifle. New products under development include the Remington ACR and the .30 Remington.

Ammunition

Overview

As the only major supplier of both firearms and ammunition in the United States, we believe our ability to sell ammunition creates a unique competitive advantage within the industry and allows us to solidify and extend our existing long-term relationship with our loyal customer base. Our ammunition product offerings consist of a comprehensive line of sporting ammunition and ammunition reloading components, along with ammunition for the government, military, and law enforcement markets, marketed under the Remington, UMC, and Dakota brand names both domestically and internationally. The NRA estimates 70 to 80 million people in the United States own approximately 250 million firearms, creating a large installed base for our ammunition products. We believe we are the largest manufacturer of commercial ammunition in the United States, and sold approximately 2.0 billion rounds of ammunition during the twelve months ended June 30, 2009.

According to the SMRG, we had the #1 market share position in the U.S. ammunition market in 2006. Based on sales volume, our U.S. market share was approximately 33% in 2006.

Products

Our most popular ammunition products include Core-Lokt centerfire rifle ammunition, Premier STS and Nitro 27 target loads, which management believes are widely viewed as the performance leader in trap, skeet and sporting clays shooting by virtue of their combination of superior first firing performance and reloadability.

Product Introductions

We focus our product development efforts on introducing new products that satisfy the need for specialized, high-performance ammunition. Recent ammunition product introductions have focused on developing exclusive or proprietary technology with application to performance oriented hunting

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segments and special application law enforcement and military needs. For 2009, we are expanding our AccuTip slug offering to include two 20 gauge loads in 2³/4" and 3". To strengthen our product position in lead-free hunting areas, we are introducing a variety of new products including Steel Game and Target shotshell loads in 12 and 20 gauge, Disintegrator Varmint Ammunition featuring Jacketed Iron Core HP bullets in 2 key centerfire calibers and a new line of big game centerfire hunting ammunition, Premier Copper Solid, in six key calibers. The 2009 introduction of a brand new cartridge, the .30 Remington, a co-development project with the Remington and DPMS firearms businesses, is designed to cement Remington's leadership in the modern sporting rifle segment. The .30 Remington is the first .30 caliber cartridge providing deer-sized big game hunting performance in a lightweight R-15 firearm platform.

Accessories, Licensing and Other

Competition

Product image, performance, quality and innovation are the primary competitive factors in the firearms industry, with price and customer service also being important. Our shotgun products compete with products offered by O.F. Mossberg & Sons, Inc., Winchester, Browning Arms Company, and Fabbrica d'Armi Pietro Beretta S.p.A. Our centerfire and rimfire rifles compete with products offered by Sturm, Ruger & Co., Inc., Savage Arms, Inc., Browning Arms Company, Colt Defense, FN Herstal, Smith & Wesson, Rock River Arms, Stag Arms and Armalite.

In the ammunition market, we compete with the Winchester division of Olin Corporation, and Federal Cartridge Co., a subsidiary of Alliance Techsystems. Additionally, some imported ammunition brands compete in the domestic market.

Manufacturing

We are one of the largest manufacturers of firearms in the United States with eight dedicated firearms manufacturing facilities. Our facilities in Ilion, New York, North Haven, Connecticut, Windham, Maine, Mayfield, Kentucky, Sturgis, South Dakota, St. Cloud, Minnesota, Lake Havasu,

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Arizona, Dallas, Georgia and Jacksonville, North Carolina manufacture a wide selection of shotguns, centerfire rifles, rimfire rifles, modern sporting rifles, barrels and gun components and parts, in addition to high-end custom and precision firearms. Stringent quality control processes are employed throughout production and purchasing. Two of these firearms manufacturing facilities in Ilion and Windham, which we consider our key facilities, have ISO 9001-2000 certifications. Certain of these facilities also provide factory repair services.

We have two facilities that manufacture ammunition and ammunition components located in Lonoke, Arkansas and Sturgis, South Dakota. Primer mixture manufactured on site is combined with parts and raw materials to produce ammunition. Some parts are manufactured on site, while other components are purchased from independent suppliers. Throughout the various processes, our technicians continuously monitor and test the velocity, pressure and accuracy levels of our ammunition. Our main ammunition manufacturing facility is ISO 9001-2000 certified.

In the past we have imported certain firearm products from selected foreign vendors, which we have significantly curtailed.

Seasonality

Although the sales of many of our products fall outside the core fall hunting season of September through December, a significant portion of our sales are seasonal and concentrated toward the fall hunting season. As a result of the seasonal nature of our sales, our historical working capital financing needs generally have exceeded cash provided by operations during certain parts of the year. Our recent efforts to shorten terms and reduce dating plan billing practices have moderated this seasonal aspect of working capital financing needs as compared to prior years.

Supply of Raw Materials

We have augmented and integrated our facilities and supply chain over the last 18 to 24 months and have focused on improving our operating efficiency. To manufacture our various firearms, ammunition and related products, we utilize numerous raw materials, including steel, wood, lead, brass, powder and plastics, as well as parts purchased from independent manufacturers. We have completed numerous lean manufacturing projects and six sigma efforts focused on supply chain rationalization.

For a number of our raw materials, we rely on a limited number of suppliers. For example, a major portion of our requirements for barrel blanks and wood stocks are each currently being met by several vendors. In addition, our brass strip and lead requirements are being serviced primarily by several vendors and our requirements for smokeless powder are primarily met by three suppliers, which are the only sources of smokeless powder in the United States and Canada. Many of our machining processes on certain of our firearms components are performed by a limited number of vendors. We are actively working to develop in-house capabilities at our Ilion facility to mitigate some of the supply chain concentration associated with our products. See "Risk Factors" for additional information regarding the risks associated with our dependence on a limited number of suppliers and the risks related to importing products from foreign vendors.

We generally have written purchase agreements with our suppliers, some of which (primarily with utilities) contain minimum purchase requirements. We have had long-term relationships with most of our vendors and believe that all such relationships are good, and do not currently anticipate any material shortages or disruptions in supply from these vendors.

The price and availability of production materials are affected by a wide variety of interrelated economic and other factors, including alternative uses of materials and their components, changes in production capacity, energy prices, commodity prices, and governmental regulations. Specifically, some

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of our manufacturing sites have experienced volatility in acquisition costs related to purchases of metals and other materials related to our business, increased processing charges and increased energy costs. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "—Quantitative and Qualitative Analysis of Market Risk."

Service and Warranty

We support service and repair facilities for our firearms products in order to meet the service needs of our distributors, customers and consumers nationwide. We provide warranties for our new firearms products manufactured in the United States to the original purchaser to be free from defects in material and workmanship for periods of one to five years. These warranty periods commence with the registered date of purchase by the end consumer. Our imported firearms products are warranted by our vendors for a period of one year commencing with the registered date of purchase by the end consumer and we also provide limited warranties for our ammunition products. Warranty costs associated with these programs were $2.1 million for the six months ended June 30, 2009 and $3.6 million, $1.3 million, and less than $1.0 million for each of the years ended December 31, 2008, 2007, and 2006, respectively.

Marketing and Distribution

We are a leading marketer and supplier of one of the broadest portfolios of firearms, ammunition and related products in our industry. Our portfolio of products is marketed to the hunting, shooting sports, law enforcement and military end-markets under some of the most globally recognized brands including Remington, Marlin, Bushmaster and DPMS, among others. Our portfolio holds the #1 commercial market positions across all of our major product categories.

We have shifted our business from a manufacturing-based "push system" to a customer-focused "pull system," driven by our Chief Sales and Marketing Officers. In addition to mining our extensive and proprietary database of consumer contacts, we are a leader in the industry in capturing and analyzing point of sale and sell through data from our key customers and distributors to determine what products are in demand by our customers.

We market our products and sell through both our in-house direct sales representatives and, to a lesser extent, manufacturers' sales representatives. Both groups market and sell principally to wholesalers, dealers and chains. Our in-house direct sales representatives market and sell only Freedom Group firearms, ammunition and related products. Our manufacturers' sales representatives market and sell other product lines as well. Our manufacturers' sales representatives are prohibited from selling directly competing goods from other manufacturers and are paid variable commissions based on the type of products that are sold.

We have adjusted our selling process to be more streamlined and focused on customer types, including chains, distributors, gun clubs, law enforcement, international, military and government agencies. We have invested in our commercial sales organization, growing our headcount by 44% over the past two years, to increase the experience, reach and impact of our sales team. In addition to overhauling our commercial sales organization, we have materially expanded and refocused our law enforcement, international and military sales and marketing organizations with the same objectives.

Our portfolio of leading products and brands, with significant #1 shares, positions us as a key partner with commercial retailers, including Bass Pro Shops, Cabela's, Dick's Sporting Goods, Gander Mountain and Wal-Mart, as well as distributors. Our Remington Law Enforcement Division is focused on the specialized needs of this predominantly law enforcement channel. The Texas Department of Public Safety, Los Angeles County Sheriff's Department and the California Highway Patrol represent a few of our law enforcement customers. In addition, our Remington Military Products Division is focused on the specialized needs and regulatory considerations to serve various military customers in the United States and around the world. Today, for example, we are a supplier to the DOD supplying the M24 Sniper Weapon System to the U.S. Army and have sold military products to countries including Colombia, the Republic of Georgia, Malaysia, Mexico and Oman. We support our products internationally with dedicated international sales representatives in Norway, Spain and Germany.

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Geographic Areas

Revenues from customers outside of the United States were $97.3 million, $47.8 million, and $5.0 million, for fiscal years 2008, 2007, and 2006, respectively. The Company does not maintain any long-lived assets outside of the United States.

Customer Concentration

Approximately 11% and 9% of total net sales from all reportable business segments for the six months ended June 30, 2008 and 2009, respectively, consisted of sales made to one customer. Due to the seasonal nature of our business, six months of results are not necessarily indicative of a full year's performance. Approximately 15% of our total net sales from all reportable business segments for the year ended December 31, 2008 consisted of sales made to one customer, Wal-Mart. The loss of this customer or a substantial reduction in sales to this customer could adversely affect our financial condition, results of operations or cash flows. No other single customer comprises more than 10% of total sales. No material portion of our business is subject to renegotiation of profits or termination of contracts at the election of a governmental or any other type of purchaser. See "Risk Factors—Risks Relating to Our Business—A substantial amount of our business comes from one "national account" customer. A substantial portion of our accounts receivable is concentrated with two customers. Loss of business from either of these customers could adversely affect our revenues, operating results and statements of cash flows."

Wal-Mart, together with another customer, accounted for approximately 21% and 16% of our accounts receivable balance as of December 31, 2008 and June 30, 2009, respectively. This other customer, due to the timing of its purchasing, usually maintains significant amounts of accounts receivable at the end of our fiscal year. In the event that this customer incurs financial difficulty and is unable to pay its account in full, our cash flows and operating results could be adversely affected.

International sales accounted for approximately 11% for the six months ended June 30, 2009, 13% in 2008, 12% in 2007, and 12% in 2006 of our total net sales. Our sales personnel and manufacturers' sales representatives market to foreign distributors generally on a nonexclusive basis and for a one-year term.

Research and Development

With more than 45 engineers and technicians and what we believe to be the industry's only domestic freestanding and dedicated firearms research and development facility, we are a leader of innovation in the industry. Our team is focused on new product development as well as improving existing products based on consumer needs and demands as well as in response to the competition in the market. Upcoming long gun and handgun product introductions include the weather-resistant M887 Nitro Mag shotgun. Recent efforts also include process improvements to bring new products such as the XL7 to market more quickly and cost effectively as well as existing products like our 870 shotgun. We are actively driving product development in the modern sporting rifle market to tap commercial, law enforcement, international and military channels with innovative products components, parts and additional calibers. These efforts have resulted in the introduction or planned launch of the .30 R-15, R-15, R-25, ACR, .50BMG, .338 MXLR/MX, M597 VTR, and .308 DPMS firearms, and a variety of new ammunition products, among others. Research and development expenditures for our continuing operations were approximately $5.4 million in the six months ended June 30, 2009, and approximately $7.1 million and $3.8 million in the years ended December 31, 2008 and 2007, respectively.

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Patents, Trademarks and Copyrights

Our operations are not dependent upon any single trademark other than the Remington and Bushmaster word marks and the Remington and Bushmaster logo marks. In addition, we also own the Marlin, H&R, L.C. Smith, Dakota and DPMS trade names and trademarks as well as other trade names and trademarks. Some of the other trademarks that we use, however, are nonetheless identified with and important to the sale of our products. Our business is not dependent to a material degree on patents, copyrights, or trade secrets. We do not believe that the expiration of any of our patents will have a material adverse effect on our financial condition or our results of operations. We likewise do not believe that any of our licenses of intellectual property to third parties are material to our business, taken as a whole.

In June 2000, Remington formed RA Brands L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Remington ("RA Brands"), to which Remington transferred ownership of all of its patents, trademarks and copyrights. RA Brands owns all of the Remington trademarks and licenses them to Remington at an arm's length royalty rate. We believe that we have adequate policies and procedures in place to protect our intellectual property.

Regulation

The manufacture, sale, purchase, possession and use of firearms are subject to extensive federal, state and local governmental regulations. The primary federal laws are the National Firearms Act of 1934 ("NFA"), the Gun Control Act of 1968 ("GCA"), the Arms Export Control Act of 1976 ("AECA") and the Firearms and Ammunition Excise Tax ("FAET"), which have been amended from time to time. The NFA, GCA and imports under the AECA are administered and enforced by the Bureau of Alcohol, Tobacco, Firearms and Explosives through the Department of Justice; exports under the AECA are administered and enforced by the Directorate of Defense Trade Controls through the Department of State and by the Bureau of Industry and Security through the Department of Commerce; and the FAET is administered and enforced by the Alcohol and Tobacco Tax and Trade Bureau through the Department of Treasury. We maintain valid federal licenses and registrations at our locations as required by these agencies for the Company to import, manufacture and sell firearms and ammunition. The NFA places various restrictions on certain firearms defined in that regulation including fully automatic firearms, short barreled rifles, short barreled shotguns, silencers and destructive devices. We do manufacture or import limited products regulated under the NFA primarily for official government and law enforcement end users. The GCA places certain restrictions on the interstate sale of firearms, among other things. The AECA requires approved licenses to be in place prior to the import or export of certain firearms, ammunition and explosives. The FAET imposes a federal tax on the sale of or use by the manufacturer, producer or importer of firearms and ammunition. There is no assurance that the administrative branches responsible for approving import and export licenses or transfers of NFA firearms or other firearms to our customers will do so in all cases, and failure to obtain such approvals could adversely affect our business. In addition, changes in the tax laws or rates could adversely affect our business.

In September 2004, the United States Congress declined to renew the AWB which generally prohibited the manufacture of certain firearms defined under that statute as "assault weapons" as well as the sale or possession of "assault weapons" except for those that, prior to the law's enactment, were legally in the owner's possession. Various states and local jurisdictions have adopted their own version of the AWB and some of those apply to Bushmaster, DPMS and certain Remington sporting firearms products. We cannot guarantee that an "assault weapons" ban similar to the AWB, or another version thereof, will not be re-enacted. Legislation of this type, if enacted, could have a material adverse effect on our business.

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At the federal level, bills have been introduced in Congress to establish, and to consider the feasibility of establishing, a nationwide database recording so-called "ballistic images" of ammunition fired from new firearms. Should such a mandatory database be established, the cost to the Company and its customers could be significant, depending on the type of firearms and ballistic information included in the database. Other bills have been introduced in Congress in the past several years that would restrict or prohibit the manufacture, transfer, importation or sale of certain calibers of handgun ammunition, impose a tax and import controls on bullets designed to penetrate bullet-proof vests, impose a special occupational tax and registration requirements on manufacturers of handgun ammunition, and increase the tax on handgun ammunition in certain calibers. In addition to federal requirements, state and local laws and regulations may place additional restrictions on firearms and ammunition manufacture, sale, purchase, possession and use. For example, two states have established regulations requiring "ballistic imaging" registries of ammunition fired from new handguns; one has established regulations requiring ammunition "microstamping" capabilities for all new introductions of handgun models to be transferred for sale into that state; several others ban the sale, possession and use of firearms altogether; and several others require firearms to be sold with internal or external locking mechanisms. At least four states have current bills proposing requirements for "bullet serialization" for ammunition or "microstamping" capabilities for certain firearms. Some of these bills would apply to ammunition and firearms of the kind we produce. Generally, there are numerous other bills proposed at both the state and local levels that could restrict or otherwise prohibit the manufacture, sale, purchase, possession or use of firearms and ammunition. In summary, there can be no assurance that the regulation of firearms and ammunition will not become more restrictive in the future, and more restrictive legislation could have a material adverse effect on the business of the Company.

Some states and other governmental entities have recently enacted, and others are considering, legislation restricting or prohibiting the ownership, use or sale of certain categories of firearms and/or ammunition. Although numerous jurisdictions presently have mandatory waiting periods for the sale of handguns (and some for the sale of long guns as well), there are currently few restrictive state or municipal regulations applicable to handgun ammunition. Our firearms are covered under several recently enacted state regulations requiring guns to be sold with internal or external locking mechanisms. Some states are considering mandating certain design features on safety grounds, most of which would be applicable only to handguns. We believe that hunter safety issues may affect sales of firearms, ammunition and other shooting-related products. There can be no assurance that the regulation of firearms and ammunition will not become more restrictive in the future, and more restrictive legislation in this area could have a material adverse effect on the business of the Company.

We are no longer a defendant in any lawsuits brought by municipalities against participants in the firearms industry. In addition, legislation has been enacted in approximately 34 states precluding such actions. Similar federal legislation, entitled "The Protection of Lawful Commerce in Arms Act" was signed into law by President Bush on October 26, 2005, after being passed by the U.S. Senate in August 2005 and by the House of Representatives in October 2005. However, the applicability of the law to various types of governmental and private lawsuits has been challenged. Any court decision restricting the applicability of the law could adversely impact the business of the Company.

We believe that existing federal and state regulation regarding firearms and ammunition has not had a material adverse effect on our sales of these products to date. However, there can be no assurance that federal, state, local or foreign regulation of firearms and/or ammunition will not become more restrictive in the future and that any such development would not have a material adverse effect on our business either directly or by placing additional burdens on those who distribute and sell our products or those consumers who purchase our products. See "Risk Factors—Risks Relating to Our Business—Our business is subject to extensive governmental legislation and regulation that may restrict

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our operations, increase our costs of operations, or adversely affect the demand for our products by limiting the availability and/or increasing the cost of our products."

Environmental Matters

Our operations are subject to a variety of federal, state and local environmental laws and regulations which govern, among other things, the discharge of hazardous materials into the air and water, handling, treatment, storage and disposal of such materials, as well as remediation of contaminated soil and groundwater. We have in place programs that monitor compliance with these requirements and believe our operations are in material compliance with them. In the normal course of our manufacturing operations, we are subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions and water discharges into the environment. We believe that we are in compliance with applicable environmental regulations in all material respects, and that the outcome of any such proceedings and orders will not have a material adverse effect on our business.

Under the terms of a legacy asset purchase agreement from 1993 ("Purchase Agreement") with E.I. DuPont Nemours & Company ("DuPont") relating to the Remington business ("Asset Purchase"), DuPont agreed to retain responsibility for certain pre-closing environmental liabilities. Remington also entered into an agreement with DuPont with respect to cooperation and responsibility for specified environmental matters. See "—Legal Proceedings and Related Matters" and "Legal Proceedings and Related Matters—Certain Indemnities."

There are various pending proceedings associated with environmental liability naming us for which DuPont and its affiliates have accepted liability. Our obligations in these cases are not expected to be material.

Based on information known to us, we do not expect current environmental regulations or environmental proceedings and claims to have a material adverse effect on our results of operations, financial condition or cash flows. However, it is not possible to predict with certainty the impact of future environmental compliance requirements or of the cost of resolution of any future environmental proceedings and claims, in part because the scope of the remedies that may be required is not certain, liability under some federal environmental laws is under certain circumstances joint and several in nature, and environmental laws and regulations are subject to modification and changes in interpretation. There can be no assurance that environmental regulation will not become more burdensome in the future or that unknown conditions will not be discovered and that any such development would not have a material adverse effect on our business. We do not anticipate incurring any material capital expenditures for environmental control facilities for 2009 or 2010.

The Marlin Firearms Acquisition triggered the Connecticut Transfer Act (the "CTA") with respect to the facility located in North Haven, Connecticut. The CTA is designed to identify properties contaminated with hazardous wastes and to ensure that such properties are cleaned up to the satisfaction of the Connecticut Department of Environmental Protection ("DEP"). Under the CTA, Marlin is required to investigate areas of environmental concern at the North Haven facility and to clean up contamination exceeding state standards to the satisfaction of the DEP. The investigation of the North Haven facility is ongoing. Remediation costs may be incurred, but such costs at this time are not expected to be material to operations or cash flows.

Marlin has also conducted other remediation activities at its idled Gardner, Massachusetts facility and a former facility in New Haven, Connecticut. Costs for remediation at both of these locations are not expected to be material.

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Legal Proceedings and Related Matters

Under the terms of the Purchase Agreement, DuPont and its affiliates retained liability for, and are required to indemnify us against, with respect to Remington:

•: liability in excess of our limited financial responsibility for environmental claims and disclosed product liability claims relating to pre-closing occurrences;
•: liability for product liability litigation related to discontinued products; and
•: certain tax liabilities, and employee and retiree compensation and benefit liabilities and intercompany accounts payable which do not represent trade accounts payable.

These indemnification obligations of DuPont and its affiliates are not subject to any survival period limitation. We have no current information on the extent, if any, to which DuPont and its affiliates have insured these indemnification obligations. Except for certain cases and claims relating to shotguns as described below, and except for all cases and claims relating to products discontinued prior to the Asset Purchase, we generally bear financial responsibility for the costs of product liability cases and claims relating to occurrences after the Asset Purchase and are required to indemnify DuPont and its affiliates against such cases and claims. See "—Certain Indemnities."

There are no current DPMS or Bushmaster legal proceedings; however, we are voluntarily developing and submitting a stewardship plan for the Maine DEP for certain sites Bushmaster leased for firearms testing. Costs for the stewardship efforts at these sites are not expected to be material.

The main types of legal proceedings to which we are subject include:

•: product liability litigation filed by individuals;
•: product liability litigation filed by municipalities; and
•: environmental litigation.

Product Liability Litigation

We maintain insurance coverage for product liability claims subject to certain self-insured retentions on a per-occurrence basis for personal injury or property damage with respect to Remington (relating to occurrences arising after the Asset Purchase), Marlin, Bushmaster, DPMS and our other brands and products. We believe that our current product liability insurance coverage for personal injury and property damage is adequate for our needs. Our current product liability insurance policy provides for certain self-insured retention amounts per occurrence. The policy excludes from coverage any pollution-related liability. Based in part on the nature of our products, there can be no assurance that we will be able to obtain adequate product liability insurance coverage upon the expiration of the current policy. Our current product liability insurance policies have various renewal dates through April 2010.

As of June 30, 2009, Bushmaster and DPMS did not have any bodily injury cases or claims pending relating to their firearms.

As a result of contractual arrangements, we manage the joint defense of product liability litigation involving Remington brand firearms and our ammunition products for both Remington and DuPont and its affiliates. As of June 30, 2009, approximately 16 individual bodily injury cases and claims were pending relating to firearms and our ammunitions products, primarily alleging defective product design, defective manufacture and/or failure to provide adequate warnings; some of these cases seek punitive as well as compensatory damages. We have previously disposed of a number of other cases involving post-Asset Purchase occurrences involving Remington brand firearms and our

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ammunition products by settlement. The 16 pending cases involve pre- and post-Asset Purchase occurrences for which we or DuPont bear responsibility under the Purchase Agreement.

The relief sought in individual cases includes compensatory and, sometimes, punitive damages. Certain of the claims and cases seek unspecified compensatory and/or punitive damages. In others, compensatory damages sought may range from less than $50,000 to in excess of $1 million and punitive damages sought may exceed $1 million. Of the individual post-Asset Purchase bodily injury cases and claims pending as of June 30, 2009, plaintiffs and claimants seek either compensatory and/or punitive damages in unspecified amounts or in amounts within these general ranges. In our experience, initial demands do not generally bear a reasonable relationship to the facts and circumstances of a particular matter, and in any event, are typically reduced significantly as a case proceeds. We believe that our accruals for product liability cases and claims, as described below, are a better quantitative measure of the cost of product liability cases and claims.

At June 30, 2009, our accrual for product liability cases and claims was approximately $14.5 million. The amount of our accrual for product liability cases and claims is based upon estimates developed as follows. We establish reserves for anticipated defense and disposition costs to us of those pending cases and claims for which we are financially responsible. Based on those estimates and an actuarial analysis of actual defense and disposition costs incurred by us with respect to product liability cases and claims in recent years, we determine the estimated defense and disposition costs for unasserted product liability cases and claims. We combine the estimated defense and disposition costs for both pending and unasserted cases and claims to determine the amount of our accrual for product liability cases and claims. It is reasonably possible additional experience could result in further increases or decreases in the period in which such information is made available. We believe that our accruals for losses relating to such cases and claims are adequate. Our accruals for losses relating to product liability cases and claims include accruals for all probable losses the amount of which can be reasonably estimated. Based on the relevant circumstances (including, with respect to Remington-based claims, the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, our accruals for the uninsured costs of such cases and claims and DuPont's agreement to be responsible for a portion of certain post-Asset Purchase product liability costs, as well as the type of firearms products that we make), we do not believe with respect to product liability cases and claims that any probable loss exceeding amounts already recognized through our accruals has been incurred.

Because our assumption of financial responsibility for certain Remington product liability cases and claims involving pre-Asset Purchase occurrences was limited to an amount that has now been fully paid, with DuPont and its affiliates retaining liability in excess of that amount and indemnifying us in respect of such liabilities, and because of our accruals with respect to such cases and claims, we believe that Remington product liability cases and claims involving occurrences arising prior to the Asset Purchase are not likely to have a material adverse effect upon our financial condition, results of operations or cash flows, nor do we believe at this time that there is an estimated range of reasonably possible additional losses. Moreover, although it is difficult to forecast the outcome of litigation, we do not believe, in light of relevant circumstances (including with respect to Remington-based claims, the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, our accruals for the uninsured costs of such cases and claims and the agreement of DuPont and its affiliates to be responsible for a portion of certain post-Asset Purchase product liability costs, as well as the type of firearms products that we make), that the outcome of all pending product liability cases and claims will be likely to have a material adverse effect upon our financial condition, results of operations or cash flows. Nonetheless, in part because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products (particularly as to firearms and ammunition) is uncertain, there can be no assurance that our resources will be adequate to cover pending and future product liability occurrences, cases or

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claims, in the aggregate, or that a material adverse effect upon our financial condition, results of operations or cash flows will not result therefrom. However, it is reasonably possible that a significant shift in the litigation environment or deterioration in our loss development experience could result in an additional estimated expense of up to $2.8 million. Because of the nature of our products, we anticipate that we will continue to be involved in product liability litigation in the future. Because of the potential nature of injuries relating to firearms and ammunition, certain public perceptions of our products, and recent efforts to expand liability of manufacturers of firearms and ammunition, product liability cases and claims, and insurance costs associated with such cases and claims, may cause us to incur material costs.

Municipal Litigation

In addition to these individual cases, as a manufacturer of shotguns and rifles, we have been named previously in several actions brought by various municipalities, primarily against manufacturers, distributors and sellers of handguns. However, we are not a defendant in any pending municipal litigation.

A majority of states have enacted some limitation on the ability of local governments to file such lawsuits against firearms manufacturers. However, the applicability of the laws to various types of governmental and private lawsuits has been challenged in both state and federal courts. Any court decision restricting the applicability of these laws could adversely impact our business.

Litigation Outlook

We are involved in lawsuits, claims, investigations and proceedings, including commercial, environmental, trade mark, trade dress and employment matters, which arise in the ordinary course of business. We do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our financial position, results of operations or cash flows.

Certain Indemnities

As of the closing of the Asset Purchase in December 1993 under the Purchase Agreement, Remington assumed:

•: a number of specified liabilities, including certain trade payables and contractual obligations of DuPont and its affiliates;
•: limited financial responsibility for specified product liability claims relating to disclosed occurrences arising prior to the Asset Purchase;
•: limited financial responsibility for environmental claims relating to the operation of the Remington business prior to the Asset Purchase; and
•: liabilities for product liability claims relating to occurrences after the Asset Purchase, except for claims involving products discontinued at the time of closing.

All other liabilities relating to or arising out of the operation of the Remington business prior to the Asset Purchase from DuPont are excluded liabilities ("Excluded Liabilities"), which DuPont and its affiliates retained. DuPont and its affiliates are required to indemnify us in respect of the Excluded Liabilities, which include, among other liabilities:

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

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•: liability for product liability litigation related to discontinued products; and
•: certain tax liabilities, and employee and retiree compensation and benefit liabilities and intercompany accounts payable which do not represent trade accounts payable.

DuPont and its affiliates' overall liability in respect of their representations, covenants and the Excluded Liabilities under the Purchase Agreement, excluding environmental liabilities and product liability matters relating to events occurring prior to the purchase but not disclosed, or relating to discontinued products, is limited to $324.8 million. With a few exceptions, DuPont and its affiliates' representations under the Purchase Agreement have expired. We made claims for indemnification involving product liability issues prior to such expiration. See "—Product Liability Litigation."

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

Employees

As of July 31, 2009, we employed approximately 2,780 full-time employees, approximately 2,160 of whom were engaged in manufacturing and approximately 620 of whom were engaged in sales, general administration and research and development. An additional work force of temporary employees is engaged during peak production schedules at certain of our manufacturing facilities.

As of July 31, 2009, approximately 750 employees were members of the United Mine Workers of America ("UMWA") at our Ilion, New York manufacturing facility. The collective bargaining agreement with the UMWA was renegotiated effective October 2007 and expires on October 28, 2012. We also have a labor agreement with Local 2021 of the United Automobile, Aircraft and Agricultural Implement Workers of America, which represents less than 10 hourly employees at our plant in Findlay, Ohio. This labor agreement is terminable by either party upon notice to the other party. Employees at our other manufacturing facilities are not represented by unions. There have been no significant interruptions or curtailments of operations due to labor disputes since prior to 1968 and we believe that our relations with our employees are satisfactory.

Properties

We are headquartered in Madison, North Carolina in a 43,000 square foot facility that we own and an 11,500 square foot facility that we lease. These facilities are utilized for management offices as well as certain sales, marketing, human resources, information technology, finance, treasury, and customer and consumer service functions. We believe that these facilities are suitable for the activities conducted therein and are appropriately utilized.

We lease a 250,000 square foot distribution facility in Memphis, Tennessee. The facility is staffed by a contracted logistics and distribution service company. This facility provides for the centralized distribution for all of our reporting segments. We believe that this facility is suitable for the activities conducted therein and is appropriately utilized.

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Research and development is conducted at two facilities, one which we own in Elizabethtown, Kentucky and one in Dallas, Georgia which we lease. We believe that these facilities are suitable for the activities conducted therein and are appropriately utilized.

We currently operate 10 facilities for our manufacturing operations and maintain 2 idle facilities. The following table sets forth selected information regarding each of these facilities:

Plant	Principal Products	Segment		Ownership

Ilion, New York	Shotguns centerfire and rimfire rifles	Firearms	1,000	Owned
Lonoke, Arkansas	Shotshell, rimfire and centerfire ammunition	Ammunition	750	Owned
North Haven, Connecticut	Centerfire and rimfire rifles	Firearms	227	Owned
Gardner, Massachusetts	Shotguns, centerfire and rimfire rifles (Idle—held for sale)	Firearms	105	Owned
Windham, Maine	Centerfire rifles	Firearms

Freedom Group, Inc. S-1