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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

(Mark One)

[X]
                   
                   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended: June 30,
                        2003OR[ ]
                   
                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
                        
                        to


Commission file
            number 333-23451

REV HOLDINGS LLC

(Exact name of
            registrant as specified in its charter)

Delaware
                   
                   13-3933701(State or other jurisdiction
                        ofincorporation or organization)
                   
                   (I.R.S. Employer Identification
                        No.)35 East 62nd Street, New
                        York, New York
                   
                   10021(Address of principal executive
                        offices)
                   
                   (Zip Code)


Registrant's
            telephone number, including area code:212-572-8600

Indicate by check mark whether the registrant (1) has filed all reports
            required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
            1934 during the preceding 12 months (or for such shorter period that the
            registrant was required to file such reports) and (2) has been subject to such
            filing requirements for the past 90
            days.    YesX        No

Indicate by check mark whether the registrant is an accelerated filer (as
            defined in Rule 12b-2 of the Securities Exchange Act of
            1934).    Yes        NoX

As of June 30, 2003, the registrant's membership interest is held by an
            affiliate of Mafco Holdings Inc.

Total Pages – 30



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REV HOLDINGS LLC AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE
            SHEETS (dollars in millions)

ASSETS
                   
                   June 30, 2003
                   
                   December 31, 2002(Unaudited)Current assets:Cash and cash equivalents
                   
                   $
                   34.4
                   
                   
                   $
                   85.8Trade receivables, less allowances of
                        $16.6 and $24.0, respectively
                   
                   
                   206.7
                   
                   
                   
                   212.3Inventories
                   
                   
                   161.6
                   
                   
                   
                   128.1Prepaid expenses and other
                   
                   
                   43.7
                   
                   
                   
                   39.9Total current assets
                   
                   
                   446.4
                   
                   
                   
                   466.1Property, plant and equipment,
                        net
                   
                   
                   132.5
                   
                   
                   
                   133.4Other assets
                   
                   
                   164.6
                   
                   
                   
                   154.4Goodwill, net
                   
                   
                   186.1
                   
                   
                   
                   185.9Total assets
                   
                   $
                   929.6
                   
                   
                   $
                   939.8LIABILITIES AND MEMBER'S
                        DEFICIENCYCurrent liabilities:Short-term borrowings - third
                        parties
                   
                   $
                   27.8
                   
                   
                   $
                   25.0Current portion of long-term debt -
                        third parties
                   
                   
                   80.5
                   
                   
                   
                   —Current portion of long-term debt -
                        affiliates
                   
                   
                   19.0
                   
                   
                   
                   —Accounts payable
                   
                   
                   100.0
                   
                   
                   
                   92.9Accrued expenses and other
                   
                   
                   362.5
                   
                   
                   
                   396.3Total current liabilities
                   
                   
                   589.8
                   
                   
                   
                   514.2Long-term debt - third parties
                   
                   
                   1,729.8
                   
                   
                   
                   1,806.5Long-term debt - affiliates
                   
                   
                   68.7
                   
                   
                   
                   38.3Other long-term liabilities
                   
                   
                   319.8
                   
                   
                   
                   325.1Member's deficiency:Member's interest
                   
                   
                   —
                   
                   
                   
                   —Additional paid-in-capital
                   
                   
                   361.4
                   
                   
                   
                   307.5Accumulated deficit since June 24,
                        1992
                   
                   
                   (2,010.6
                   )
                   
                   
                   (1,919.1
                   )Accumulated other comprehensive
                        loss
                   
                   
                   (129.3
                   )
                   
                   
                   (132.7
                   )Total member's deficiency
                   
                   
                   (1,778.5
                   )
                   
                   
                   (1,744.3
                   )Total liabilities and member's
                        deficiency
                   
                   $
                   929.6
                   
                   
                   $
                   939.8


See Accompanying Notes to Unaudited Consolidated Condensed Financial
            Statements.

1

REV HOLDINGS LLC AND SUBSIDIARIESUNAUDITED CONSOLIDATED CONDENSED
            STATEMENTS OF OPERATIONS (dollars in millions)

Three Months Ended June 30,

                   
                   Six Months Ended June 30,2003
                   
                   2002
                   
                   2003
                   
                   2002Net sales
                   
                   $
                   322.3
                   
                   
                   $
                   308.2
                   
                   
                   $
                   614.3
                   
                   
                   $
                   583.6Cost of sales
                   
                   
                   125.2
                   
                   
                   
                   119.8
                   
                   
                   
                   236.7
                   
                   
                   
                   228.8Gross profit
                   
                   
                   197.1
                   
                   
                   
                   188.4
                   
                   
                   
                   377.6
                   
                   
                   
                   354.8Selling, general and administrative
                        expenses
                   
                   
                   200.2
                   
                   
                   
                   180.8
                   
                   
                   
                   384.4
                   
                   
                   
                   347.5Restructuring costs
                   
                   
                   —
                   
                   
                   
                   3.2
                   
                   
                   
                   0.5
                   
                   
                   
                   7.2Operating (loss) income
                   
                   
                   (3.1
                   )
                   
                   
                   4.4
                   
                   
                   
                   (7.3
                   )
                   
                   
                   0.1Other expenses (income):Interest expense
                   
                   
                   45.3
                   
                   
                   
                   41.6
                   
                   
                   
                   89.2
                   
                   
                   
                   83.3Interest income
                   
                   
                   (1.7
                   )
                   
                   
                   (1.3
                   )
                   
                   
                   (2.2
                   )
                   
                   
                   (1.8
                   )Amortization of debt issuance
                        costs
                   
                   
                   2.4
                   
                   
                   
                   1.9
                   
                   
                   
                   4.4
                   
                   
                   
                   3.8Foreign currency (gains) losses,
                        net
                   
                   
                   (2.7
                   )
                   
                   
                   2.4
                   
                   
                   
                   (2.4
                   )
                   
                   
                   1.8Miscellaneous, net
                   
                   
                   —
                   
                   
                   
                   0.2
                   
                   
                   
                   0.4
                   
                   
                   
                   1.9Other expenses, net
                   
                   
                   43.3
                   
                   
                   
                   44.8
                   
                   
                   
                   89.4
                   
                   
                   
                   89.0Loss before income taxes
                   
                   
                   (46.4
                   )
                   
                   
                   (40.4
                   )
                   
                   
                   (96.7
                   )
                   
                   
                   (88.9
                   )(Benefit) provision for income
                        taxes
                   
                   
                   (6.1
                   )
                   
                   
                   1.0
                   
                   
                   
                   (5.2
                   )
                   
                   
                   (3.2
                   )Net loss
                   
                   $
                   (40.3
                   )
                   
                   $
                   (41.4
                   )
                   
                   $
                   (91.5
                   )
                   
                   $
                   (85.7
                   )


See Accompanying Notes to Unaudited Consolidated Condensed Financial
            Statements.

2

REV HOLDINGS LLC AND SUBSIDIARIES UNAUDITED CONSOLIDATED CONDENSED
            STATEMENTS OF MEMBER'S DEFICIENCY AND COMPREHENSIVE LOSS (dollars in
            millions)

Additional Paid-in-Capital
                   
                   Accumulated Deficit
                   
                   Accumulated Other
                        Comprehensive Loss (a)
                   
                   Total Member's
                        DeficiencyBalance, January 1, 2002
                   
                   $
                   306.7
                   
                   
                   $
                   (1,627.1
                   )
                   
                   $
                   (61.1
                   )
                   
                   $
                   (1,381.5
                   )Comprehensive loss:Net loss
                   
                   
                   
                   
                   
                   
                   (85.7
                   )
                   
                   
                   
                   
                   
                   
                   (85.7
                   )Currency translation adjustment
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (8.4
                   )
                   
                   
                   (8.4
                   )Net loss on foreign currency forward
                        exchange contracts
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (0.5
                   )
                   
                   
                   (0.5
                   )Total comprehensive loss
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (94.6
                   )Balance, June 30, 2002
                   
                   $
                   306.7
                   
                   
                   $
                   (1,712.8
                   )
                   
                   $
                   (70.0
                   )
                   
                   $
                   (1,476.1
                   )Balance, January 1, 2003
                   
                   $
                   307.5
                   
                   
                   $
                   (1,919.1
                   )
                   
                   $
                   (132.7
                   )
                   
                   $
                   (1,744.3
                   )Net proceeds from Rights Offering (See
                        Note 7)
                   
                   
                   47.0
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   47.0Reduction of liabilities assumed from
                        indirect parent
                   
                   
                   6.9
                   (b)
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   6.9Comprehensive loss:Net loss
                   
                   
                   
                   
                   
                   
                   (91.5
                   )
                   
                   
                   
                   
                   
                   
                   (91.5
                   )Currency translation adjustment
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   5.5
                   
                   
                   
                   5.5Net loss on foreign currency forward
                        exchange contracts
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (2.1
                   )
                   
                   
                   (2.1
                   )Total comprehensive loss
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   (88.1
                   )Balance, June 30, 2003
                   
                   $
                   361.4
                   
                   
                   $
                   (2,010.6
                   )
                   
                   $
                   (129.3
                   )
                   
                   $
                   (1,778.5
                   )


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|(a) | Accumulated
                   other comprehensive loss includes net unrealized losses on revaluations of
                   foreign currency forward exchange contracts of $1.8 and $0.5 as of June 30,
                   2003 and 2002, respectively, net realized losses of $0.3 on foreign currency
                   forward exchange contracts as of June 30, 2003, cumulative net translation
                   losses of $13.6 and $23.4 as of June 30, 2003 and 2002, respectively, and
                   adjustments for the minimum pension liability of $113.6 and $46.1 as of June
                   30, 2003 and 2002, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | During
                   the second quarter of 2003, the Company resolved various tax audits, which
                   resulted in a tax benefit of $13.9, of which $6.9 was recorded directly to
                   capital deficiency since it relates to liabilities assumed by Products
                   Corporation in connection with the transfer agreements related to Products
                   Corporation's formation in 1992.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

See Accompanying Notes to Unaudited Consolidated Condensed Financial
            Statements.

3

REV HOLDINGS LLC AND SUBSIDIARIES UNAUDITED CONSOLIDATED CONDENSED
            STATEMENTS OF CASH FLOWS (dollars in millions)

Six Months Ended June 30,2003
                   
                   2002CASH FLOWS FROM OPERATING
                        ACTIVITIES:Net loss
                   
                   $
                   (91.5
                   )
                   
                   $
                   (85.7
                   )Adjustments to reconcile net loss to
                        net cash (used for) provided by operating activities:Depreciation and amortization
                   
                   
                   58.4
                   
                   
                   
                   60.1Loss on sale of assets, net
                   
                   
                   —
                   
                   
                   
                   1.0Change in assets and liabilities, net
                        of acquisitions and dispositions:Decrease (increase) in trade
                        receivables
                   
                   
                   11.0
                   
                   
                   
                   (8.2
                   )Increase in inventories
                   
                   
                   (28.2
                   )
                   
                   
                   (4.8
                   )Increase in prepaid expenses and other
                        current assets
                   
                   
                   (0.2
                   )
                   
                   
                   (0.6
                   )Increase in accounts payable
                   
                   
                   4.9
                   
                   
                   
                   1.3Decrease in accrued expenses and other
                        current liabilities
                   
                   
                   (52.8
                   )
                   
                   
                   (22.9
                   )Purchase of permanent displays
                   
                   
                   (40.9
                   )
                   
                   
                   (34.6
                   )Other, net
                   
                   
                   (0.3
                   )
                   
                   
                   (12.9
                   )Net cash used for operating
                        activities
                   
                   
                   (139.6
                   )
                   
                   
                   (107.3
                   )CASH FLOWS FROM INVESTING
                        ACTIVITIES:Capital expenditures
                   
                   
                   (13.2
                   )
                   
                   
                   (4.8
                   )Sale of marketable securities
                   
                   
                   —
                   
                   
                   
                   1.8Net cash used for investing
                        activities
                   
                   
                   (13.2
                   )
                   
                   
                   (3.0
                   )CASH FLOWS FROM FINANCING
                        ACTIVITIES:Net (decrease) increase in short-term
                        borrowings - third parties
                   
                   
                   (0.4
                   )
                   
                   
                   4.8Proceeds from the issuance of
                        long-term debt - third parties
                   
                   
                   102.8
                   
                   
                   
                   47.1Repayment of long-term debt - third
                        parties
                   
                   
                   (100.5
                   )
                   
                   
                   (14.0
                   )Proceeds from the issuance of
                        long-term debt - affiliates
                   
                   
                   43.5
                   
                   
                   
                   —Net proceeds from the Rights
                        Offering
                   
                   
                   47.0
                   
                   
                   
                   —Issuance of Series C preferred stock
                        by Revlon, Inc.
                   
                   
                   50.0
                   
                   
                   
                   —Redemption of Series C preferred stock
                        by Revlon, Inc.
                   
                   
                   (50.0
                   )
                   
                   
                   —Advances under the Keepwell
                        Agreement
                   
                   
                   4.8
                   
                   
                   
                   4.9Payment of financing costs
                   
                   
                   (3.4
                   )
                   
                   
                   —Net cash provided by financing
                        activities
                   
                   
                   93.8
                   
                   
                   
                   42.8Effect of exchange rate changes on
                        cash and cash equivalents
                   
                   
                   7.6
                   
                   
                   
                   (3.8
                   )Net decrease in cash and cash
                        equivalents
                   
                   
                   (51.4
                   )
                   
                   
                   (71.3
                   )Cash and cash equivalents at beginning
                        of period
                   
                   
                   85.8
                   
                   
                   
                   103.3Cash and cash equivalents at end of
                        period
                   
                   $
                   34.4
                   
                   
                   $
                   32.0Supplemental schedule of cash flow
                        information:Cash paid during the period for:Interest
                   
                   $
                   86.2
                   
                   
                   $
                   81.1Income taxes, net of refunds
                   
                   
                   4.0
                   
                   
                   
                   2.0


See Accompanying Notes to Unaudited Consolidated Condensed Financial
            Statements.

4

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS(dollars in millions, except per share
            data)

(1) Basis of Presentation

REV Holdings LLC (together with its subsidiaries, "REV Holdings" or the
            "Company") is a Delaware limited liability company formed in December 2002 in
            connection with the conversion of its predecessor, REV Holdings Inc., a
            Delaware corporation formed in 1997, into a limited liability company. REV
            Holdings conducts its business exclusively through its indirect subsidiary,
            Revlon Consumer Products Corporation and its subsidiaries (together, "Products
            Corporation"). Products Corporation was formed in April 1992 and, on June 24,
            1992, succeeded to the assets and liabilities of the cosmetic and skin care,
            fragrances and personal care products business of its then parent company,
            whose name was changed from Revlon, Inc. to Revlon Holdings Inc. (which in
            December 2002 converted into a limited liability company known as Revlon
            Holdings LLC ("Holdings")). REV Holdings has had no business operations of its
            own and its only material asset is its ownership of approximately 62% of the
            outstanding shares of capital stock of Revlon, Inc., which together with the
            outstanding shares of capital stock of Revlon, Inc. owned by MacAndrews &
            Forbes Holdings Inc. ("MacAndrews Holdings") represent approximately 83% of
            Revlon, Inc.'s outstanding shares of capital stock (which together represent
            approximately 97% of the voting power of those outstanding shares), which, in
            turn, owns all of the capital stock of Products Corporation. The REV Holdings
            membership interest is owned by its sole member, Holdings, whose membership
            interest in turn is owned indirectly by MacAndrews Holdings, a corporation
            wholly owned indirectly through Mafco Holdings Inc. ("Mafco Holdings" and,
            together with MacAndrews Holdings, "MacAndrews & Forbes") by Ronald O.
            Perelman.

The accompanying Consolidated Condensed Financial Statements are
            unaudited. In management's opinion, all adjustments (consisting of only normal
            recurring accruals) necessary for a fair presentation have been made.

The Unaudited Consolidated Condensed Financial Statements include the
            accounts of the Company after elimination of all material intercompany balances
            and transactions. The Company has made a number of estimates and assumptions
            relating to the assets and liabilities, the disclosure of contingent assets and
            liabilities and the reporting of revenues and expenses to prepare these
            financial statements in conformity with accounting principles generally
            accepted in the United States. Actual results could differ from those
            estimates. The Unaudited Consolidated Condensed Financial Statements should be
            read in conjunction with the consolidated financial statements and related
            notes contained in the Company's Annual Report on Form 10-K for the year ended
            December 31, 2002.

The results of operations and financial position, including working
            capital, for interim periods are not necessarily indicative of those to be
            expected for a full year.

In August 2001, the Financial Accounting Standards Board ("FASB") issued
            Statement No. 143, "Accounting for Asset Retirement Obligations". Statement No.
            143 requires recording the fair market value of an asset retirement obligation
            as a liability in the period in which a legal obligation associated with the
            retirement of tangible long-lived assets is incurred. This statement also
            requires recording the contra asset to the initial obligation as an increase to
            the carrying amount of the related long-lived asset and depreciation of that
            cost over the life of the asset. The liability is then increased at the end of
            each period to reflect the passage of time and changes in the initial fair
            value measurement. The Company adopted the provisions of Statement No. 143
            effective January 1, 2003 and such adoption had no effect on its consolidated
            financial statements.

In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
            Associated with Exit or Disposal Activities". This statement nullifies EITF
            Issue No. 94-3, "Liability Recognition for Certain Employee Termination
            Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
            in a Restructuring)." Statement No. 146 requires that a liability for the fair
            value of costs associated with an exit or disposal activity be recognized when
            the liability is incurred. The provisions of Statement No. 146 are effective
            for exit or disposal activities initiated after December 31, 2002 and thus
            became effective for

5

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS—(Continued)(dollars in
            millions, except per share data)

the Company on January 1, 2003. The Company adopted the provisions of
            Statement No. 146 effective January 1, 2003 and such adoption had no effect on
            its consolidated financial statements.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
            Accounting and Disclosure Requirements for Guarantees, Including Indirect
            Guarantees of Indebtedness of Others." Interpretation No. 45 requires the
            guarantor to recognize a liability for the contingent and non-contingent
            component of a guarantee; which means (a) the guarantor has undertaken an
            obligation to stand ready to perform in the event that specified triggering
            events or conditions occur and (b) the guarantor has undertaken a contingent
            obligation to make future payments if such triggering events or conditions
            occur. The initial measurement of this liability is the fair value of the
            guarantee at inception. The Company is required to recognize the liability even
            if it is not probable that payments will be required under the guarantee or if
            the guarantee was issued with a premium payment or as part of a transaction
            with multiple elements. Interpretation No. 45 also requires additional
            disclosures related to guarantees that have certain specified characteristics.
            The Company adopted the disclosure provisions of Interpretation No. 45 in its
            financial statements as of and for the year ended December 31, 2002.
            Additionally, the recognition and measurement provisions of Interpretation No.
            45 are effective for all guarantees entered into or modified after December 31,
            2002. The Company adopted the recognition and measurement provisions of
            Interpretation No. 45 effective January 1, 2003 and such adoption had no effect
            on its consolidated financial statements.

Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
            for Stock-Based Compensation," encourages, but does not require, companies to
            record compensation cost for stock-based employee compensation plans at fair
            value. The Company has chosen to account for stock-based compensation plans
            using the intrinsic value method prescribed in Accounting Principles Board
            ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
            interpretations. Accordingly, compensation cost for stock options issued to
            employees is measured as the excess, if any, of the quoted market price of
            Revlon, Inc.'s Class A common stock at the date of the grant over the amount an
            employee must pay to acquire the stock. The following table illustrates the
            effect on net loss as if the Company had applied the fair value method to its
            stock-based compensation under the disclosure provisions of Statement No. 123:

Three Months Ended June 30,

                   
                   Six Months EndedJune 30,2003
                   
                   2002
                   
                   2003
                   
                   2002Net loss as reported
                   
                   $
                   (40.3
                   )
                   
                   $
                   (41.4
                   )
                   
                   $
                   (91.5
                   )
                   
                   $
                   (85.7
                   )Add: Stock-based employee compensation
                        included in reported net loss
                   
                   
                   0.4
                   
                   
                   
                   0.5
                   
                   
                   
                   1.1
                   
                   
                   
                   0.7Deduct: Total stock-based employee
                        compensation expense determined under fair value based method for all
                        awards
                   
                   
                   (2.0
                   )
                   
                   
                   (2.0
                   )
                   
                   
                   (4.7
                   )
                   
                   
                   (2.3
                   )Pro forma net loss
                   
                   $
                   (41.9
                   )
                   
                   $
                   (42.9
                   )
                   
                   $
                   (95.1
                   )
                   
                   $
                   (87.3
                   )


The effects of applying SFAS No. 123 in this pro forma disclosure are not
            necessarily indicative of future amounts.

6

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS—(Continued)(dollars in
            millions, except per share data)

(2) Inventories

June 30, 2003
                   
                   December 31, 2002Raw materials and supplies
                   
                   $
                   54.6
                   
                   
                   $
                   36.7Work-in-process
                   
                   
                   12.4
                   
                   
                   
                   11.1Finished goods
                   
                   
                   94.6
                   
                   
                   
                   80.3$
                   161.6
                   
                   
                   $
                   128.1


(3) Other Assets

Included in other assets are trademarks, net, and patents, net. The
            amounts outstanding for these intangible assets at June 30, 2003 and December
            31, 2002 were as follows: for trademarks, net, $7.4 and $7.4, respectively, and
            for patents, net, $4.3 and $4.7, respectively. Amortization expense for the
            second quarter and six months ended June 30, 2003 and 2002 was $0.4 and $0.8,
            respectively, and $0.4 and $0.8, respectively. The Company's intangible assets
            other than goodwill continue to be subject to amortization, which is
            anticipated to be approximately $1.6 annually through December 31, 2007.

(4) Restructuring and Other Costs, Net

During the third quarter of 2000, the Company initiated a new
            restructuring program in line with the original restructuring plan developed in
            late 1998, designed to improve profitability by reducing personnel and
            consolidating manufacturing facilities. The 2000 restructuring program focused
            on the Company's plans to close its manufacturing operations in Phoenix,
            Arizona and Mississauga, Canada and to consolidate its cosmetics production
            into its plant in Oxford, North Carolina. The 2000 restructuring program also
            includes the remaining obligation for excess leased real estate in the
            Company's headquarters, consolidation costs associated with the Company closing
            its facility in New Zealand, and the elimination of several domestic and
            international executive and operational positions, each of which were effected
            to reduce and streamline corporate overhead costs. During the second quarter
            and first half of 2002, the Company continued to implement the 2000
            restructuring program, as well as other restructuring actions, and recorded
            charges of $3.2 and $7.2, respectively, principally for additional employee
            severance and other personnel benefits, primarily resulting from reductions in
            the Company's worldwide sales force, relocation and other costs related to the
            consolidation of the Company's worldwide operations.

In connection with the 2000 restructuring program, termination benefits
            for 2,457 employees were included in the Company's restructuring charges, and
            all such employees that were to be terminated had been terminated as of June
            30, 2003. In connection with the Company's restructuring actions, employees are
            expected to be terminated within one year from the date of their notification.

Details of the activity associated with the 2000 restructuring program
            during the six-month period ended June 30, 2003 are as follows:

Balance As of
                        1/1/03
                   
                   
                   
                   Utilized, Net
                   
                   Balance As of
                        6/30/03Expenses, Net
                   
                   Cash
                   
                   NoncashEmployee severance and other personnel
                        benefits
                   
                   $
                   7.0
                   
                   
                   $
                   —
                   
                   
                   $
                   (3.3
                   )
                   
                   $
                   —
                   
                   
                   $
                   3.7Leases and equipment write-offs
                   
                   
                   3.9
                   
                   
                   
                   —
                   
                   
                   
                   (1.1
                   )
                   
                   
                   —
                   
                   
                   
                   2.8Other obligations
                   
                   
                   0.9
                   
                   
                   
                   —
                   
                   
                   
                   —
                   
                   
                   
                   —
                   
                   
                   
                   0.9$
                   11.8
                   
                   
                   $
                   —
                   
                   
                   $
                   (4.4
                   )
                   
                   $
                   —
                   
                   
                   $
                   7.4


During the first half of 2003, the Company recorded a separate charge of
            $0.5, principally for employee severance and other personnel benefits for 104
            employees, of which 93 employees have been terminated as of June 30, 2003, in
            certain Latin American operations.

7

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS—(Continued)(dollars in
            millions, except per share data)

(5) Geographic Information

The Company manages its business on the basis of one reportable operating
            segment. The Company's results of operations and the value of its foreign
            assets and liabilities may be adversely affected by weak economic conditions,
            political uncertainties, military actions, adverse currency fluctuations, and
            competitive activities.

Geographic areas:
                   
                   Three Months Ended June 30,

                   
                   Six Months Ended June 30,Net sales:
                   
                   2003
                   
                   2002
                   
                   2003
                   
                   2002United States
                   
                   $
                   210.9
                   
                   
                   $
                   206.1
                   
                   
                   $
                   405.7
                   
                   
                   $
                   393.1Canada
                   
                   
                   13.9
                   
                   
                   
                   10.9
                   
                   
                   
                   24.0
                   
                   
                   
                   20.3United States and Canada
                   
                   
                   224.8
                   
                   
                   
                   217.0
                   
                   
                   
                   429.7
                   
                   
                   
                   413.4International
                   
                   
                   97.5
                   
                   
                   
                   91.2
                   
                   
                   
                   184.6
                   
                   
                   
                   170.2$
                   322.3
                   
                   
                   $
                   308.2
                   
                   
                   $
                   614.3
                   
                   
                   $
                   583.6


Long-lived assets:
                   
                   June 30, 2003
                   
                   December 31, 2002United States
                   
                   $
                   400.0
                   
                   
                   $
                   395.6Canada
                   
                   
                   4.5
                   
                   
                   
                   3.5United States and Canada
                   
                   
                   404.5
                   
                   
                   
                   399.1International
                   
                   
                   78.7
                   
                   
                   
                   74.6$
                   483.2
                   
                   
                   $
                   473.7


Classes of similar products:
                   
                   Three Months Ended June 30,

                   
                   Six Months Ended June 30,Net sales:
                   
                   2003
                   
                   2002
                   
                   2003
                   
                   2002Cosmetics, skin care and
                        fragrances
                   
                   $
                   208.4
                   
                   
                   $
                   193.7
                   
                   
                   $
                   406.2
                   
                   
                   $
                   368.9Personal care
                   
                   
                   113.9
                   
                   
                   
                   114.5
                   
                   
                   
                   208.1
                   
                   
                   
                   214.7$
                   322.3
                   
                   
                   $
                   308.2
                   
                   
                   $
                   614.3
                   
                   
                   $
                   583.6


(6) Derivative Financial Instruments

The Company uses derivative financial instruments, primarily foreign
            currency forward exchange contracts, to reduce the effects of fluctuations in
            foreign currency exchange rates. These contracts, which have been designated as
            cash flow hedges, were entered into primarily to hedge anticipated inventory
            purchases and certain intercompany payments denominated in foreign currencies,
            which have maturities of less than one year. Any unrecognized income (loss)
            related to these contracts are recorded in the Statement of Operations when the
            underlying transactions hedged are realized (e.g., when inventory is sold or
            intercompany transactions are settled). The Company enters into these contracts
            with a counterparty that is a major financial institution, and accordingly the
            Company believes that the risk of counterparty nonperformance is remote. The
            notional amount of the foreign currency forward exchange contracts outstanding
            at June 30, 2003 was $31.9. The fair value of the foreign currency forward
            exchange contracts outstanding at June 30, 2003 was $(1.8).

(7) Rights Offering and Long-term Debt

In December 2002, Revlon, Inc.'s principal stockholder, MacAndrews &
            Forbes proposed providing Revlon, Inc. and Products Corporation with up to $150
            in cash in order to help fund a portion of the costs

8

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS—(Continued)(dollars in
            millions, except per share data)

and expenses associated with implementing the stabilization and growth
            phase of the Company's plan and for general corporate purposes. Revlon, Inc.'s
            Board of Directors appointed a special committee of independent directors to
            evaluate the proposal made by MacAndrews & Forbes. The special committee
            reviewed and considered the proposal and negotiated enhancements to the terms
            of the proposal. In February 2003, the enhanced proposal was recommended to
            Revlon, Inc.'s Board of Directors by the special committee of Revlon, Inc.'s
            Board of Directors and approved by Revlon, Inc.'s full board.

In connection with MacAndrews & Forbes' enhanced proposal, in
            February 2003 Revlon, Inc. entered into an investment agreement with MacAndrews
            & Forbes (the "Investment Agreement") pursuant to which Revlon, Inc.
            undertook and, on June 20, 2003, completed, a $50 equity rights offering (the
            "Rights Offering") in which its stockholders purchased additional shares of
            Revlon, Inc.'s Class A common stock, with a par value of $0.01 per share (the
            "Class A Common Stock"). Pursuant to the Rights Offering, Revlon, Inc.
            distributed to each stockholder of record of its Class A Common Stock and its
            Class B common stock, with a par value of $0.01 per share the "Class B Common
            Stock" and, together with the Class A Common Stock, the "Common Stock"), as of
            the close of business on May 12, 2003, the record date set by the Board of
            Directors of Revlon, Inc., at no charge, one transferable subscription right
            for each 2.9403 shares of Common Stock owned. Each subscription right enabled
            the holder to purchase one share of Class A Common Stock at a subscription
            price equal to $2.84, representing 80% of the $3.55 closing price per share of
            Revlon, Inc.'s Class A Common Stock on the New York Stock Exchange ("NYSE") on
            May 12, 2003, the record date of the Rights Offering.

Pursuant to the over-subscription privilege in the Rights Offering, each
            rights holder that exercised its basic subscription privilege in full could
            also subscribe for additional shares of Class A Common Stock at the same
            subscription price per share, to the extent that other stockholders did not
            exercise their subscription rights in full. As a result of there being an
            insufficient number of shares available to fully satisfy the over-subscription
            privilege requests, the available shares were sold pro rata among subscription
            rights holders who exercised their over-subscription privilege, based on the
            number of shares each subscription rights holder subscribed for under the basic
            subscription privilege.

As a Revlon, Inc. stockholder, MacAndrews & Forbes, through REV
            Holdings, would have received its pro rata subscription rights in the Rights
            Offering and would also have been entitled to exercise an over-subscription
            privilege. However, MacAndrews & Forbes agreed not to exercise either its
            basic or over-subscription privileges. Instead, MacAndrews & Forbes agreed
            to purchase the shares of Revlon, Inc.'s Class A Common Stock that it would
            otherwise have been entitled to acquire pursuant to its basic subscription
            privilege (equal to approximately 83% of the shares available for purchase
            under the Rights Offering, or approximately $41.5) in a private placement
            direct from Revlon, Inc. In addition, if any shares remained following the
            exercise of the basic subscription privileges and the over-subscription
            privileges by other right holders, MacAndrews & Forbes agreed to back-stop
            the Rights Offering by purchasing the remaining shares of Revlon, Inc.'s Class
            A Common Stock offered but not purchased by other stockholders (approximately
            17% of the shares offered in the Rights Offering, or an additional approximate
            $8.5), also in a private placement.

On June 20, 2003, Revlon, Inc. completed the Rights Offering and issued
            an additional 17,605,650 shares of its Class A Common Stock, including
            3,015,303 shares subscribed for by the public and 14,590,347 shares issued to
            MacAndrews & Forbes in a private placement (representing the number of
            shares of Revlon, Inc.'s Class A Common Stock that MacAndrews & Forbes
            would otherwise have been entitled to purchase pursuant to its basic
            subscription privilege, which was approximately 83% of the shares of Revlon,
            Inc.'s Class A Common Stock offered in the Rights Offering). Because the Rights
            Offering was fully subscribed by the public as to its pro rata share of the
            offering, MacAndrews & Forbes was not required to purchase any shares of
            Revlon, Inc.'s Class A Common Stock in excess of its pro rata portion pursuant
            to its agreement to back-stop the Rights Offering.

9

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS—(Continued)(dollars in
            millions, except per share data)

In addition, in accordance with the enhanced proposal, MacAndrews &
            Forbes has also made available a $100 million term loan to Products Corporation
            (the "MacAndrews & Forbes $100 million term loan"). The Investment
            Agreement provided that if, prior to the consummation of the Rights Offering,
            Products Corporation had fully drawn the MacAndrews & Forbes $100 million
            term loan and the implementation of the stabilization and growth phase of the
            Company's plan caused it to require some or all of the $50 of funds that
            Revlon, Inc. would raise from the Rights Offering, MacAndrews & Forbes
            would advance Revlon, Inc. these funds prior to closing the Rights Offering by
            purchasing up to $50 of newly-issued shares of Revlon, Inc.'s Series C
            preferred stock, which would be redeemed with the proceeds Revlon, Inc.
            received from the Rights Offering (this investment in Revlon, Inc.'s Series C
            preferred stock (which was non-voting, non-dividend paying and non-convertible)
            is referred to as the "$50 million Series C preferred stock investment").
            During the second quarter of 2003, prior to the consummation of the Rights
            Offering, MacAndrews & Forbes agreed to waive the condition that the
            MacAndrews & Forbes $100 million term loan be fully drawn before it would
            be required to purchase up to $50 of Revlon, Inc.'s Series C preferred stock.
            During the second quarter of 2003, prior to the consummation of the Rights
            Offering, MacAndrews & Forbes purchased $50 of Revlon, Inc.'s Series C
            preferred stock, which was redeemed with the gross proceeds Revlon, Inc.
            received from the Rights Offering. Revlon, Inc. made a series of capital
            contributions of the proceeds from such issuances of Series C preferred stock
            to Products Corporation, which proceeds Products Corporation used to help fund
            a portion of the costs and expenses associated with implementing the
            stabilization and growth phase of its plan and for general corporate purposes.
            The MacAndrews & Forbes $100 million term loan has a final maturity date of
            December 1, 2005 and interest on such loan of 12.0% is not payable in cash, but
            will accrue and be added to the principal amount each quarter and be paid in
            full at final maturity. At June 30, 2003, Products Corporation had borrowings
            of $43.5 (which excludes accrued interest of $1.1), under the MacAndrews &
            Forbes $100 million term loan, which it used to help fund the stabilization and
            growth phase of the Company's plan and for general corporate purposes.

Additionally, MacAndrews & Forbes has also agreed to provide Products
            Corporation with an additional $40 line of credit during 2003, which amount was
            originally to increase to $65 on January 1, 2004 (the "MacAndrews & Forbes
            $40-65 million line of credit") (the MacAndrews & Forbes $100 million term
            loan and the MacAndrews & Forbes $40-65 million line of credit, each as
            amended, are referred to as the "Mafco Loans" and the Rights Offering and the
            Mafco Loans are referred to as the "M&F Investments") and which will be
            available to Products Corporation through December 31, 2004, provided that the
            MacAndrews & Forbes $100 million term loan is fully drawn and MacAndrews
            & Forbes has purchased an aggregate of $50 of Revlon, Inc.'s Series C
            preferred stock (or if Revlon, Inc. had consummated the Rights Offering and
            redeemed any outstanding shares of Series C preferred stock). The MacAndrews
            & Forbes $40-65 million line of credit bears interest payable in cash at a
            rate of the lesser of (i) 12.0% and (ii) 0.25% less than the rate payable from
            time to time on Eurodollar loans under Products Corporation's Credit Agreement
            (which rate was 8.25% as of June 30, 2003).

In connection with the transactions with MacAndrews & Forbes
            described above, and as a result of Revlon, Inc.'s operating results for the
            fourth quarter of 2002 and the effect of the acceleration of the Company's
            implementation of the stabilization and growth phase of its plan, Products
            Corporation entered into an amendment in February 2003 of its Credit Agreement
            with its bank lenders and secured waivers of compliance with certain covenants
            under the Credit Agreement. In particular, EBITDA (as defined in the Credit
            Agreement) was $35.2 for the four consecutive fiscal quarters ended December
            31, 2002, which was less than the minimum of $210 required under the EBITDA
            covenant of the Credit Agreement for that period and Products Corporation's
            leverage ratio was 5.09:1.00, which was in excess of the maximum ratio of
            1.4:1.00 permitted under the leverage ratio covenant of the Credit Agreement
            for that period. Accordingly, Products Corporation sought and secured waivers
            of compliance with these covenants for the fourth quarter of 2002 and, in light
            of the Company's expectation that the continued implementation of the
            stabilization and growth phase of the Company's plan would affect the ability
            of

10

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS—(Continued)(dollars in
            millions, except per share data)

Products Corporation to comply with these covenants during 2003, Products
            Corporation also secured an amendment to eliminate the EBITDA and leverage
            ratio covenants for the first three quarters of 2003 and a waiver of compliance
            with such covenants for the fourth quarter of 2003 expiring on January 31,
            2004.

The amendment to the Credit Agreement also included the substitution of a
            covenant requiring Products Corporation to maintain a minimum of $20 of
            liquidity from all available sources at all times through January 31, 2004 and
            certain other amendments to allow for the M&F Investments and the
            implementation of the stabilization and growth phase of the Company's plan,
            including specific exceptions from the limitations under the indebtedness
            covenant to permit the MacAndrews & Forbes $100 million term loan and the
            MacAndrews & Forbes $40-65 million line of credit and to exclude the
            proceeds from the M&F Investments from the mandatory prepayment provisions
            of the Credit Agreement, and to increase the maximum limit on capital
            expenditures (as defined in the Credit Agreement) from $100 to $115 for 2003.
            The amendment also increased the applicable margin on loans under the Credit
            Agreement by 0.5%, the incremental cost of which to the Company, assuming the
            Credit Agreement is fully drawn, would be $1.1 from February 5, 2003 through
            the end of 2003.

On February 12, 2001, REV Holdings issued $80.5 principal amount of its
            12% Senior Discount Notes due 2004 (the "New REV Holdings Notes"), which were
            issued in exchange for a like principal amount of the Senior Secured Discount
            Notes due 2001 (the "Old REV Holdings Notes"). The New REV Holdings Notes bear
            interest at 12% per year, are payable semi-annually, and mature on February 1,
            2004. Accordingly, the New REV Holdings Notes are classified as a current
            liability in the unaudited consolidated condensed balance sheet at June 30,
            2003.

The Company expects that operating revenues, cash on hand, net proceeds
            from the Rights Offering (which Revlon, Inc. received in June 2003) and funds
            available for borrowing under the Credit Agreement, the Mafco Loans and
            advances under the Keepwell Agreement (as hereinafter defined) will be
            sufficient to enable the Company to cover its operating expenses for 2003,
            including cash requirements in connection with the Company's operations, the
            stabilization and growth phase of the Company's plan, cash requirements in
            connection with the Company's restructuring programs referred to above and the
            Company's debt service requirements of its subsidiaries and interest on the New
            REV Holdings Notes. The U.S. color cosmetics category during the first half of
            2003 has been softer than expected. Based upon the Company's belief that its
            stabilization and growth plan is proving effective (including increases through
            the first six months of 2003 in its U.S. color cosmetics market share for the
            Revlon and Almay brands from the comparable periods in 2002), the Company
            intends to continue to support its stabilization and growth plan, including for
            brand support. To help fund the costs and expenses of the stabilization and
            growth plan, in July 2003, MacAndrews & Forbes agreed to make available to
            Products Corporation in 2003 the full $65 under the MacAndrews & Forbes
            $40-65 million line of credit, $25 of which was scheduled to become available
            on January 1, 2004. The Company currently expects that it may draw on a portion
            of the MacAndrews & Forbes $40-65 million line of credit during the balance
            of 2003. The Mafco Loans and the net proceeds from the Rights Offering are
            intended to help fund the stabilization and growth phase of the Company's plan
            and to decrease the risk that would otherwise exist if the Company were to fail
            to meet its debt and ongoing obligations as they became due in 2003. However,
            there can be no assurance that such funds will be sufficient to meet the
            Company's cash requirements on a consolidated basis. If the Company's
            anticipated level of revenue growth is not achieved because, for example, of
            decreased consumer spending in response to weak economic conditions or weakness
            in the cosmetics category, increased competition from the Company's competitors
            or the Company's marketing plans are not as successful as anticipated, or if
            the Company's expenses associated with implementation of the stabilization and
            growth phase of the Company's plan exceed the anticipated level of expenses,
            the Company's current sources of funds may be insufficient to meet the
            Company's cash requirements. Additionally, in the event of a decrease in demand
            for Products Corporation's products or reduced sales or lack of increases in
            demand and sales as a result of the stabilization and growth phase of the
            Company's plan, such development, if significant, could reduce Products
            Corporation's operating revenues and could

11

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS—(Continued)(dollars in
            millions, except per share data)

adversely affect Products Corporation's ability to achieve certain
            financial covenants under the Credit Agreement and in such event the Company
            could be required to take measures, including reducing discretionary spending.
            If the Company is unable to satisfy such cash requirements from these sources,
            the Company could be required to adopt one or more alternatives, such as
            delaying the implementation of or revising aspects of the stabilization and
            growth phase of its plan, reducing or delaying purchases of wall displays or
            advertising or promotional expenses, reducing or delaying capital spending,
            delaying, reducing or revising restructuring programs, restructuring subsidiary
            indebtedness, selling assets or operations, seeking additional capital
            contributions or loans from MacAndrews & Forbes, the Company's other
            affiliates and/or third parties, selling additional equity securities of
            Revlon, Inc., selling its equity securities or reducing other discretionary
            spending. The Company has substantial debt maturing in 2004 and 2005, which
            will require refinancing, consisting of $80.5 of the New REV Holdings Notes due
            in 2004 and the following due in 2005: $246.3 (assuming the maximum amount is
            borrowed) under the Credit Agreement and $363.0 of Products Corporation's 12%
            Senior Secured Notes due 2005 (the "12% Notes"), as well as any amounts
            borrowed under the Mafco Loans.

The Company expects that Products Corporation will need to seek a further
            amendment to the Credit Agreement or a waiver of the EBITDA and leverage ratio
            covenants under the Credit Agreement prior to the expiration of the existing
            waiver on January 31, 2004 because the Company does not expect that its
            operating results, including after giving effect to various actions under the
            stabilization and growth phase of the Company's plan, will allow Products
            Corporation to satisfy those covenants for the four consecutive fiscal quarters
            ending December 31, 2003. The minimum EBITDA required to be maintained by
            Products Corporation under the Credit Agreement is $230 for each of the four
            consecutive fiscal quarters ending on December 31, 2003 (which covenant was
            waived through January 31, 2004), March 31, 2004, June 30, 2004 and September
            30, 2004 and $250 for any four consecutive fiscal quarters ending December 31,
            2004 and thereafter and the leverage ratio covenant under the Credit Agreement
            will permit a maximum ratio of 1.10:1.00 for any four consecutive fiscal
            quarters ending on or after December 31, 2003 (which limit was waived through
            January 31, 2004 for the four fiscal quarters ending December 31, 2003). In
            addition, after giving effect to the amendment, the Credit Agreement also
            contains a $20 minimum liquidity covenant. While the Company expects that
            Products Corporation's bank lenders will consent to such amendment or waiver
            request, there can be no assurance that they will or that they will do so on
            terms that are favorable to the Company. If Products Corporation is unable to
            secure such amendment or waiver, it could be required to refinance the Credit
            Agreement or repay it with proceeds from the sale of assets or operations, or
            additional capital contributions or loans from MacAndrews & Forbes, the
            Company's other affiliates and/or third parties, or the sale of additional
            equity securities of Revlon, Inc. In the event that Products Corporation were
            unable to secure such a waiver or amendment and Products Corporation were not
            able to refinance or repay the Credit Agreement, Products Corporation's
            inability to meet the financial covenants for the four consecutive fiscal
            quarters ending December 31, 2003 would constitute an event of default under
            Products Corporation's Credit Agreement, which would permit the bank lenders to
            accelerate the Credit Agreement, which in turn would constitute an event of
            default under the indentures governing Products Corporation's debt if the
            amount accelerated exceeds $25.0 and such default remains uncured within 10
            days of notice from the trustee under the applicable indenture.

There can be no assurance that the Company would be able to take any of
            the actions referred to in the preceding two paragraphs because of a variety of
            commercial or market factors or constraints in the Company's debt instruments,
            including, for example, Products Corporation's inability to reach agreement
            with its bank lenders on refinancing terms that are acceptable to the Company
            before the waiver of its financial covenants expires on January 31, 2004,
            market conditions being unfavorable for an equity or debt offering, or that the
            transactions may not be permitted under the terms of the Company's various debt
            instruments then in effect, because of restrictions on the incurrence of debt,
            incurrence of liens, asset

12

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS—(Continued)(dollars in
            millions, except per share data)

dispositions and related party transactions. In addition, such actions,
            if taken, may not enable the Company to satisfy its cash requirements if the
            actions do not generate a sufficient amount of additional capital.

REV Holdings, as a holding company, will be dependent on distributions
            with respect to its approximately 62% ownership interest in Revlon, Inc. from
            the earnings generated by Products Corporation and advances under the Keepwell
            Agreement to pay its expenses and to pay interest and the principal amount at
            maturity of the New REV Holdings Notes. The terms of the Credit Agreement, the
            Mafco Loans, the 12% Notes, the 8 5/8% Notes, the 8 1/8% Notes and the 9% Notes
            (each of which is hereinafter defined) generally restrict Products Corporation
            from paying dividends or making distributions, except that Products Corporation
            is permitted to pay dividends and make distributions to Revlon, Inc., among
            other things, to enable Revlon, Inc. to pay expenses incidental to being a
            public holding company, including, among other things, professional fees such
            as legal and accounting fees, regulatory fees such as Securities and Exchange
            Commission (the "Commission") filing fees and other miscellaneous expenses
            related to being a public holding company and, subject to certain limitations,
            to pay dividends or make distributions in certain circumstances to finance the
            purchase by Revlon, Inc. of its Class A Common Stock in connection with the
            delivery of such Class A Common Stock to grantees under the Revlon, Inc.
            Amended and Restated 1996 Stock Plan (as may be amended and restated from time
            to time, the "Amended Stock Plan").

REV Holdings currently anticipates that it will be dependent upon
            advances under the Keepwell Agreement to pay interest when due under the New
            REV Holdings Notes. However, the Company currently anticipates that it will be
            required to adopt one or more alternatives to pay the principal amount at
            maturity of the New REV Holdings Notes, such as refinancing its indebtedness,
            repaying its indebtedness with the proceeds from the sale of assets or
            operations of Revlon, Inc., selling its equity securities or equity securities
            of Revlon, Inc. or seeking additional capital contributions or loans from
            MacAndrews & Forbes, the Company's other affiliates and/or third parties.
            There can be no assurance that any of the foregoing actions could be effected
            on satisfactory terms, that any of the foregoing actions would enable the
            Company to pay the principal amount at maturity of the New REV Holdings Notes
            or that any of such actions would be permitted by the terms of the indenture
            governing the New REV Holdings Notes (the "New Indenture") or any other debt
            instruments of the Company and the Company's subsidiaries then in effect,
            because, among other reasons, market conditions may be unfavorable for an
            equity or debt offering or the transactions may not be permitted under the
            terms of the Company's various debt instruments then in effect, because of
            restrictions on the incurrence of debt, incurrence of liens, asset dispositions
            and related party transactions. In addition, such actions, if taken, may not
            enable the Company to satisfy its cash requirements if the actions do not
            generate a sufficient amount of additional capital.

REV Holdings has entered into a Keepwell Agreement with GSB Investments
            Corp., one of its affiliates (the "Keepwell Agreement"), pursuant to which GSB
            Investments Corp. agreed to provide REV Holdings with funds in an amount equal
            to any interest payments due on the New REV Holdings Notes, to the extent that
            REV Holdings does not have sufficient funds on hand to make such payments on
            the applicable due dates. However, the Keepwell Agreement is not a guarantee of
            the payment of interest on the New REV Holdings Notes. The obligations of GSB
            Investments Corp. under the Keepwell Agreement are only enforceable by REV
            Holdings, and may not be enforced by the holders of the New REV Holdings Notes
            or the trustee under the New Indenture. The failure of GSB Investments Corp. to
            make a payment to REV Holdings under the Keepwell Agreement will not be an
            event of default under the New Indenture. Further, the New Indenture has no
            requirement that REV Holdings maintain the Keepwell Agreement. In addition,
            although REV Holdings has the right to enforce the Keepwell Agreement, there
            can be no assurance that GSB Investments Corp. will have sufficient funds to
            make any payment to REV Holdings under the Keepwell Agreement or that it will
            comply with its obligations under the Keepwell Agreement.

13

REV HOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED
            CONDENSEDFINANCIAL STATEMENTS(Concluded)(dollars in millions,
            except per share data)

At June 30, 2003 and July 31, 2003, GSB Investments Corp. owned 13.5
            million and 15.7 million shares, respectively, of common stock of Citigroup
            Inc. ("Citigroup Common Stock" and "Citigroup", respectively). At June 30,
            2003, the closing price of Citigroup Common Stock on the NYSE was $42.80 per
            share. At June 30, 2003 and July 31, 2003, 11.4 million and 11.9 million shares
            of Citigroup Common Stock, respectively, owned by GSB Investments Corp. were
            pledged to secure forward contracts and loan agreements and 0.9 million shares
            were held in escrow pursuant to the terms of a stockholders agreement between
            GSB Investments Corp. and Citigroup.

Citigroup has paid quarterly dividends, which have increased from $0.12
            per share in the second quarter of 2000 to $0.20 per share in the second
            quarter of 2003. Citigroup has announced an increase in the quarterly dividend
            to $0.35 per share beginning in the third quarter of 2003. The forward
            contracts contain restrictions on the amount of dividends that GSB Investments
            Corp. would be entitled to receive on certain of its pledged Citigroup Common
            Stock. If Citigroup were to pay quarterly dividends at the rate of $0.35 per
            share, GSB Investments Corp. were to continue to own 15.7 million shares of
            Citigroup Common Stock and no further agreements were entered into restricting
            GSB Investments Corp.'s right to receive dividends, GSB Investments Corp. would
            have sufficient income from dividends paid on its Citigroup Common Stock to
            make the payments to REV Holdings that it might be required to make under the
            Keepwell Agreement. However, there can be no assurance that Citigroup, which
            the Company does not control, will continue to pay dividends at this rate, if
            at all, that GSB Investments Corp. will continue to own shares of Citigroup
            Common Stock in an amount sufficient to cover advances under the Keepwell
            Agreement or that GSB Investments Corp. will not enter into any further
            agreements restricting its right to receive dividends on its Citigroup Common
            Stock.

If GSB Investments Corp. fails to comply with its obligations under the
            forward contracts and loan agreements that are secured by the pledge of its
            11.9 million shares of Citigroup Common Stock, the beneficiary of such pledge
            could enforce its rights with respect to such collateral and could deprive GSB
            Investments Corp. of its rights to receive dividends on such pledged shares.
            GSB Investments Corp. has advised REV Holdings that, if GSB Investments Corp.
            does not receive sufficient dividend income from its Citigroup Common Stock to
            satisfy its obligations under the Keepwell Agreement, GSB Investments Corp.
            expects to obtain capital contributions or loans from affiliates to satisfy
            such obligations. There can be no assurance that GSB Investments Corp. could
            obtain any such funds because its affiliates are under no obligation to provide
            them to GSB Investments Corp.

In February and August 2003, GSB Investments Corp. made non-interest
            bearing advances of $4.8 and $4.8, respectively, to REV Holdings under the
            Keepwell Agreement, which were respectively used to make the February 1, 2003
            and August 1, 2003 interest payments on the New REV Holdings Notes. The
            Keepwell Agreement will terminate at such time as there are no New REV Holdings
            Notes outstanding, at which time GSB Investments Corp. may require repayment of
            advances under the Keepwell Agreement.

14

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF OPERATIONS(dollars in millions,
            except per share data)

Overview

The Company operates in a single segment and manufactures, markets and
            sells an extensive array of cosmetics and skin care, fragrances and personal
            care products. In addition, the Company has a licensing group.

The Company has accelerated the implementation of the stabilization and
            growth phase of its three-part plan, which, following detailed evaluations and
            research, is based on the following key actions and investments: (i) increasing
            advertising and media spending and effectiveness; (ii) increasing the marketing
            effectiveness of the Company's wall displays, by among other things,
            reconfiguring wall displays at its existing retail customers, streamlining its
            product assortment and reconfiguring product placement on its wall displays and
            rolling out the new wall displays, which it began in 2002; (iii) selectively
            adjusting prices on certain SKUs; (iv) further strengthening the Company's new
            product development process; and (v) implementing a comprehensive program to
            develop and train the Company's employees.

Discussion of Critical Accounting Policies

For a discussion of the Company's critical accounting policies, see the
            Company's Annual Report on Form 10-K for the year ended December 31, 2002.

Results of Operations

Net sales

Net sales were $322.3 and $308.2 for the second quarters of 2003 and
            2002, respectively, an increase of $14.1, or 4.6%, and an increase of 2.1%
            after excluding the impact of currency fluctuations, and were $614.3 and $583.6
            for the first half of 2003 and 2002, respectively, an increase of $30.7, or
            5.3%, and an increase of 3.2% after excluding the impact of currency
            fluctuations.

United States and Canada.    Net sales in the
            U.S. and Canada were $224.8 for the second quarter of 2003, compared with
            $217.0 for the second quarter of 2002, an increase of $7.8, or 3.6%, and were
            $429.7 for the first half of 2003, compared with $413.4 for the first half of
            2002, an increase of $16.3, or 3.9%. The increase in the second quarter and
            first half of 2003 was due to higher sales volume of $1.8 and $18.5,
            respectively, primarily as a result of growth in the Company's color cosmetics,
            despite a decline in the overall U.S. mass-market color cosmetics category, and
            lower sales returns, allowances and discounts of $8.8 and $6.2, respectively
            (which includes the impact of the stabilization and growth phase of the
            Company's plan), partially offset by higher brand support of $1.3 and $6.0,
            respectively, and a decrease in licensing revenues of $1.5 and $2.4,
            respectively.

International.    Net sales in the Company's
            international operations were $97.5 for the second quarter of 2003, compared
            with $91.2 for the second quarter of 2002, an increase of $6.3, or 6.9%, and an
            increase of 0.1% excluding the impact of currency fluctuations, and were $184.6
            for the first half of 2003, compared with $170.2 for the first half of 2002, an
            increase of $14.4, or 8.5%, and an increase of 2.5% excluding the impact of
            currency fluctuations.

Sales in the Company's international operations are divided by the
            Company into three geographic regions. In Europe, which is comprised of Europe
            and the Middle East, net sales increased by $1.4, or 5.1%, to $28.8 for the
            second quarter of 2003, as compared with the second quarter of 2002. The
            increase in the European region is primarily due to the impact of favorable
            currency fluctuations (which factor the Company estimates contributed to an
            approximate 13.7% increase in net sales for the region), which was partially
            offset by lower sales volume in certain distributor markets in the European and
            Middle East region (which factor the Company estimates contributed to an
            approximate 6.9% reduction in net sales for the region).

15

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS— (Continued)(dollars in millions, except
            per share data)

In Latin America, which is comprised of Mexico, Central America and South
            America, net sales decreased by $0.2, or 0.8%, to $25.6 for the second quarter
            of 2003, as compared with the second quarter of 2002. The decrease in the Latin
            American region is primarily due to the impact of adverse currency fluctuations
            (which factor the Company estimates contributed to an approximate 14.5%
            reduction in net sales for the region), decreased sales volume in Brazil and
            Mexico (which factor the Company estimates contributed to an approximate 6.7%
            reduction in net sales for the region), which was partially offset by increased
            sales volume in Venezuela, Argentina and certain distributor markets in Latin
            America (which factor the Company estimates contributed to an approximate 18.1%
            increase in net sales for the region).

In the Far East and Africa, net sales increased by $5.1, or 13.4%, to
            $43.1 for the second quarter of 2003, as compared with the second quarter of
            2002. The increase in the Far East region is due to the impact of favorable
            currency fluctuations (which factor the Company estimates contributed to an
            approximate 14.2% increase in net sales for the region) and increased sales
            volume in South Africa and Japan (which factor the Company estimates
            contributed to an approximate 3.6% increase in net sales for the region), which
            was partially offset by lower sales volume in Australia and China, the latter
            of which was due in part to Severe Acute Respiratory Syndrome, or SARS (which
            factor the Company estimates contributed to an approximate 4.2% reduction in
            net sales for the region).

In Europe, net sales increased by $6.0, or 11.5%, to $58.4 for the first
            half of 2003, as compared with the first half of 2002. The increase in the
            European region is primarily due to the impact of favorable currency
            fluctuations (which factor the Company estimates contributed to an approximate
            14.3% increase in net sales for the region) and increased sales volume in the
            U.K. (which factor the Company estimates contributed to an approximate 4.3%
            increase in net sales for the region). Such factors were partially offset by
            lower sales volume in certain distributor markets in the European and Middle
            East region (which factor the Company estimates contributed to an approximate
            6.0% reduction in net sales for the region).

In Latin America, net sales decreased by $6.8, or 14.0%, to $41.8 for the
            first half of 2003, as compared with the first half of 2002. The decrease in
            the Latin American region is primarily due to the impact of adverse currency
            fluctuations (which factor the Company estimates contributed to an approximate
            17.1% reduction in net sales for the region), decreased sales volume in Brazil
            and Mexico (which factor the Company estimates contributed to an approximate
            12.1% reduction in net sales for the region), which was partially offset by
            increased sales volume in Venezuela, Argentina and certain distributor markets
            in Latin America (which factor the Company estimates contributed to an
            approximate 13.7% increase in net sales for the region).

In the Far East and Africa, net sales increased by $15.2, or 22.0%, to
            $84.4 for the first half of 2003, as compared with the first half of 2002. The
            increase in the Far East region is due to the impact of favorable currency
            fluctuations (which factor the Company estimates contributed to an approximate
            15.5% increase in net sales for the region) and increased sales volume in South
            Africa, Japan and certain distributor markets in the Far East (which factor the
            Company estimates contributed to an approximate 7.6% increase in net sales for
            the region).

Net sales in the Company's international operations may be adversely
            affected by weak economic conditions, political uncertainties, military
            actions, adverse currency fluctuations, and competitive activities.

Gross profit

Gross profit was $197.1 for the second quarter of 2003, compared with
            $188.4 for the second quarter of 2002, and was $377.6 for the first half of
            2003, compared with $354.8 for the first half of 2002. As a percentage of net
            sales, gross profit margins were 61.2% for the second quarter of 2003, compared
            with 61.1% for the second quarter of 2002, and were 61.5% for the first half of
            2003, compared with 60.8% for the first half of 2002. The $8.7 increase in
            gross profit in the second quarter of 2003, as compared to the

16

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS— (Continued)(dollars in millions, except
            per share data)

second quarter of 2002, was primarily due to higher sales of $1.7 and
            lower sales returns, allowances and discounts of $7.5 (which includes the
            impact of the stabilization and growth phase of the Company's plan), partially
            offset by a decrease in other revenue of $1.4. The $22.8 increase in gross
            profit in the first half of 2003, as compared to the comparable 2002 period, is
            primarily due to higher sales of $24.0 and lower sales returns, allowances and
            discounts of $3.5 (which includes the impact of the stabilization and growth
            phase of the Company's plan), partially offset by higher brand support of $2.6
            and a decrease in other revenue of $2.1.

SG&A
            expenses

SG&A expenses were $200.2 for the second quarter of 2003, compared
            with $180.8 for the second quarter of 2002, and were $384.4 for the first half
            of 2003, compared with $347.5 for the first half of 2002. The increase in
            SG&A expenses for the second quarter and first half of 2003, as compared to
            the comparable 2002 periods, is due primarily to higher brand support of $21.2
            and $26.7, respectively, related to the stabilization and growth phase of the
            Company's plan, higher personnel-related expenses (including pension expense)
            and higher professional fees of $5.4 during the second quarter of 2003 and
            $21.0 during the first half of 2003, respectively (including consulting
            expenses related to the stabilization and growth phase of the Company's plan),
            which were partially offset by the absence of executive separation costs in the
            first half of 2003, which were $6.5 in the first half of 2002 and by lower wall
            display amortization of $5.4 and $3.5, respectively.

Restructuring
            costs

During the third quarter of 2000, the Company initiated a new
            restructuring program in line with the original restructuring plan developed in
            late 1998, designed to improve profitability by reducing personnel and
            consolidating manufacturing facilities. The 2000 restructuring program focused
            on the Company's plans to close its manufacturing operations in Phoenix,
            Arizona and Mississauga, Canada and to consolidate its cosmetics production
            into its plant in Oxford, North Carolina. The 2000 restructuring program also
            includes the remaining obligation for excess leased real estate in the
            Company's headquarters, consolidation costs associated with the Company closing
            its facility in New Zealand, and the elimination of several domestic and
            international executive and operational positions, each of which were effected
            to reduce and streamline corporate overhead costs. During the second quarter
            and first half of 2002, the Company continued to implement the 2000
            restructuring program, as well as other restructuring actions, and recorded
            charges of $3.2 and $7.2, respectively, principally for additional employee
            severance and other personnel benefits, primarily resulting from reductions in
            the Company's worldwide sales force, relocation and other costs related to the
            consolidation of the Company's worldwide operations.

During the first half of 2003, the Company recorded a separate charge of
            $0.5, principally for employee severance and other personnel benefits in
            certain Latin American operations.

The Company anticipates annualized savings of approximately $1 relating
            to the restructuring charges recorded during the first half of 2003.

Other expenses
            (income)

Interest expense was $45.3 for the second quarter of 2003, compared with
            $41.6 for the second quarter of 2002, and $89.2 for the first half of 2003, as
            compared to $83.3 for the first half of 2002. The increase in interest expense
            for the second quarter and first half of 2003, as compared to the second
            quarter and first half of 2002, is primarily due to higher interest rates under
            the Credit Agreement, as a result of the amendment to the Credit Agreement in
            February 2003, and higher overall borrowings during the second quarter and
            first half of 2003, including amounts borrowed under the Credit Agreement and
            the MacAndrews & Forbes $100 million term loan.

17

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS— (Continued)(dollars in millions, except
            per share data)

(Benefit) provision
            for income taxes

The (benefit) provision for income taxes was $(6.1) for the second
            quarter of 2003, compared with $1.0 for the second quarter of 2002, and $(5.2)
            for the first half of 2003, as compared to $(3.2) for the first half of 2002.
            The benefit for income taxes for the second quarter and first half of 2003 was
            attributable to the resolution of various tax audits.

Financial Condition, Liquidity and Capital Resources

Net cash used for operating activities was $139.6 and $107.3 for the
            first half of 2003 and 2002, respectively. The increase in net cash used for
            operating activities for the first half of 2003, compared to the first half of
            2002, resulted primarily from higher purchases of permanent wall displays due
            to the roll out of the Company's newly-reconfigured wall displays, higher
            inventory and brand support for the continued implementation of the
            stabilization and growth phase of the Company's plan and a higher net loss.

Net cash used for investing activities was $13.2 and $3.0 for the first
            half of 2003 and 2002, respectively. Net cash used for investing activities for
            the first half of 2003 consisted of capital expenditures. Net cash used for
            investing activities for the first half of 2002 consisted of capital
            expenditures, partially offset by the sale of marketable securities.

Net cash provided by financing activities was $93.8 and $42.8 for the
            first half of 2003 and 2002, respectively. Net cash provided by financing
            activities for the first half of 2003 included cash drawn under the Credit
            Agreement and the MacAndrews & Forbes $100 million term loan, net proceeds
            from the Rights Offering and a non-interest bearing advance of $4.8 under the
            Keepwell Agreement, partially offset by the repayment of borrowings under the
            Credit Agreement and payment of financing costs. Net cash provided by financing
            activities for the first half of 2002 included cash drawn under the Credit
            Agreement and a non-interest bearing advance of $4.9 under the Keepwell
            Agreement, partially offset by the repayment of borrowings under the Credit
            Agreement.

On November 30, 2001, Products Corporation entered into a credit
            agreement (the "2001 Credit Agreement") with a syndicate of lenders, whose
            individual members change from time to time, which agreement amended and
            restated the credit agreement entered into by Products Corporation in May 1997
            (as amended, the "1997 Credit Agreement"; the 2001 Credit Agreement and the
            1997 Credit Agreement are sometimes referred to as the "Credit Agreement"), and
            which matures on May 30, 2005. As of June 30, 2003, the 2001 Credit Agreement
            provided up to $248.7, which is comprised of a $116.6 term loan facility (the
            "Term Loan Facility") and a $132.1 multi-currency revolving credit facility
            (the "Multi-Currency Facility"). At June 30, 2003, the Term Loan Facility was
            fully drawn and $1.4 was available under the Multi-Currency Facility, including
            letters of credit. As of June 30, 2003, the Company had approximately $119 of
            available liquidity from all available sources.

On February 12, 2001, REV Holdings issued $80.5 principal amount of its
            New REV Holdings Notes, which were issued in exchange for a like principal
            amount of the Old REV Holdings Notes. The New REV Holdings Notes bear interest
            at 12% per year, payable semi-annually, and mature on February 1, 2004.
            Accordingly, the New REV Holdings Notes are classified as a current liability
            in the unaudited consolidated condensed balance sheet at June 30, 2003.

In connection with the transactions with MacAndrews & Forbes
            described in Note 7 to the Unaudited Consolidated Condensed Financial
            Statements, and as a result of Revlon, Inc.'s operating results for the fourth
            quarter of 2002 and the effect of the acceleration of the Company's
            implementation of the stabilization and growth phase of its plan, Products
            Corporation entered into an amendment in February 2003 of its Credit Agreement
            with its bank lenders and secured waivers of compliance with certain covenants
            under the Credit Agreement. In particular, EBITDA (as defined in the Credit
            Agreement) was $35.2 for the four consecutive fiscal quarters ended December
            31, 2002, which was less

18

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS— (Continued)(dollars in millions, except
            per share data)

than the minimum of $210 required under the EBITDA covenant of the Credit
            Agreement for that period and Products Corporation's leverage ratio was
            5.09:1.00, which was in excess of the maximum ratioof 1.4:1.00 permitted under
            the leverage ratio covenant of the Credit Agreement for that period.
            Accordingly, Products Corporation sought and secured waivers of compliance with
            these covenants for the fourth quarter of 2002 and, in light of the Company's
            expectation that the continued implementation of the stabilization and growth
            phase of the Company's plan would affect the ability of Products Corporation to
            comply with these covenants during 2003, Products Corporation also secured an
            amendment to eliminate the EBITDA and leverage ratio covenants for the first
            three quarters of 2003 and a waiver of compliance with such covenants for the
            fourth quarter of 2003 expiring on January 31, 2004.

The amendment to the Credit Agreement also included the substitution of a
            covenant requiring Products Corporation to maintain a minimum of $20 of
            liquidity from all available sources at all times through January 31, 2004 and
            certain other amendments to allow for the M&F Investments and the
            implementation of the stabilization and growth phase of the Company's plan,
            including specific exceptions from the limitations under the indebtedness
            covenant to permit the MacAndrews & Forbes $100 million term loan and the
            MacAndrews & Forbes $40-65 million line of credit and to exclude the
            proceeds from the M&F Investments from the mandatory prepayment provisions
            of the Credit Agreement, and to increase the maximum limit on capital
            expenditures (as defined in the Credit Agreement) from $100 to $115 for 2003.
            The amendment also increased the applicable margin on loans under the Credit
            Agreement by 0.5%, the incremental cost of which to the Company, assuming the
            Credit Agreement is fully drawn, would be $1.1 from February 5, 2003 through
            the end of 2003.

As discussed in Note 7 to the Unaudited Consolidated Condensed Financial
            Statements, pursuant to the Investment Agreement MacAndrews & Forbes
            agreed, among other things, (i) to purchase such shares of Revlon, Inc.'s Class
            A Common Stock represented by its pro rata share of the rights distributed in
            the Rights Offering (approximately 83% of the shares available for purchase
            under the Rights Offering, or approximately $41.5) and to back-stop the Rights
            Offering by purchasing the remaining shares, if any, of Class A Common Stock
            offered to, but not purchased by, other Revlon, Inc. stockholders
            (approximately 17% of the shares offered in the Rights Offering, or an
            additional approximate $8.5), (ii) to provide Products Corporation with the
            MacAndrews & Forbes $100 million term loan (the terms and conditions of
            which the parties agreed to on February 5, 2003), (iii) if, prior to the
            consummation of the Rights Offering, Products Corporation had fully drawn the
            MacAndrews & Forbes $100 million term loan and the implementation of the
            stabilization and growth phase of the Company's plan caused it to require some
            or all of the $50 of funds that Revlon, Inc. would raise from the Rights
            Offering, MacAndrews & Forbes would advance Revlon, Inc. these funds prior
            to closing the Rights Offering by making the $50 million Series C preferred
            stock investment, which would be redeemed with the proceeds Revlon, Inc.
            receives from the Rights Offering, and (iv) to provide Products Corporation
            with the MacAndrews & Forbes $40-65 million line of credit (the terms and
            conditions of which the parties agreed to on February 5, 2003), provided that
            the MacAndrews & Forbes $100 million term loan is fully drawn and
            MacAndrews & Forbes had made the $50 million Series C preferred stock
            investment (or Revlon, Inc. had consummated the Rights Offering and redeemed
            any outstanding shares of Series C preferred stock). During the second quarter
            of 2003, prior to the consummation of the Rights Offering, MacAndrews &
            Forbes agreed to waive the condition that the MacAndrews & Forbes $100
            million term loan be fully drawn before it would be required to purchase up to
            $50 of Revlon, Inc.'s Series C preferred stock. During the second quarter of
            2003, prior to the consummation of the Rights Offering, MacAndrews & Forbes
            purchased $50 of Revlon, Inc.'s Series C preferred stock, which was redeemed
            with the gross proceeds Revlon, Inc. received from the Rights Offering. Revlon,
            Inc. made a series of capital contributions of the proceeds from such issuances
            of Series C preferred stock to Products Corporation, which proceeds Products
            Corporation used to help fund a portion of the costs and expenses associated
            with implementing the stabilization and growth phase of its plan and for
            general corporate purposes.

19

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS— (Continued)(dollars in millions, except
            per share data)

The Company's principal sources of funds are expected to be operating
            revenues, cash on hand, the net proceeds from the Rights Offering (which
            Revlon, Inc. received in June 2003 and contributed to Products Corporation) and
            funds available for borrowing under the Credit Agreement, the Mafco Loans and
            advances under the Keepwell Agreement. At June 30, 2003 Products Corporation
            had borrowings of $43.5 (which excludes accrued interest of $1.1), under the
            MacAndrews & Forbes $100 million term loan which it used to help fund the
            stabilization and growth phase of the Company's plan and for general corporate
            purposes. The Credit Agreement, the Mafco Loans, Products Corporation's 12%
            Notes, Products Corporation's 8 5/8% Notes due 2008 (the "8 5/8% Notes"),
            Products Corporation's 8 1/8% Notes due 2006 (the "8 1/8% Notes") and Products
            Corporation's 9% Notes due 2006 (the "9% Notes") contain certain provisions
            that by their terms limit Products Corporation's and/or its subsidiaries'
            ability to, among other things, incur additional debt. The New REV Holdings
            Notes contain certain provisions that by their terms limit REV Holdings'
            ability to, among other things, incur additional debt.

The Company's principal uses of funds are expected to be the payment of
            operating expenses, including expenses in connection with the stabilization and
            growth phase of the Company's plan, purchases of permanent wall displays,
            capital expenditure requirements, including costs in connection with the ERP
            System (as hereinafter defined), payments in connection with the Company's
            restructuring programs referred to below, debt service payments of the Company
            and its subsidiaries, including payments required under Products Corporation's
            debt instruments and interest payments under the New REV Holdings Notes and
            costs, including capital expenditures, associated with relocating the Company's
            corporate offices due to the expiration of the lease for its current offices.

The Company has undertaken a number of programs to efficiently manage its
            cash and working capital including programs to carefully manage and reduce
            inventory levels, centralized purchasing to secure discounts and efficiencies
            in procurement, and providing additional discounts to U.S. customers for more
            timely payment of receivables.

The Company currently estimates that charges related to the
            implementation of the stabilization and growth phase of the Company's plan will
            not exceed $60 during 2003 and 2004 (which excludes brand support and training
            and development costs). In addition, the Company currently estimates that the
            cash payments related to this phase of the plan for charges recorded in 2002
            and in the first half of 2003 will be approximately $105 during 2003 and 2004
            (which excludes brand support and training and development costs).

The Company developed a new design for its wall displays (which the
            Company refined as part of the stabilization and growth phase of its plan) and
            began installing them at certain customers' retail stores during 2002. The
            Company is also reconfiguring existing wall displays at its retail customers on
            an accelerated basis. Accordingly, the Company has accelerated the amortization
            of its existing wall displays. The installation of these newly-reconfigured
            wall displays resulted in accelerated amortization in the first half of 2003 of
            approximately $0.8. The Company estimates that purchases of wall displays for
            2003 will be approximately $75 to $80.

The Company estimates that capital expenditures for 2003 will be
            approximately $30 to $35. The Company estimates that cash payments related to
            the restructuring programs referred to in Note 4 to the Unaudited Consolidated
            Condensed Financial Statements and executive separation costs will be $10 to
            $15 in 2003.

The Company has evaluated its management information systems and
            determined, among other things, to upgrade to an Enterprise Resource Planning
            ("ERP") System. As a result of this decision, certain existing information
            systems are being amortized on an accelerated basis. Based upon the estimated
            time required to implement an ERP System and related IT actions, the Company
            expects that it will record additional amortization charges for its current
            information system in 2003 through 2005. The additional amortization recorded
            for the first half of 2003 was $2.4. The Company expects that the additional
            amortization for the balance of 2003 will be approximately $2.2.

20

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS— (Continued)(dollars in millions, except
            per share data)

The Company expects that operating revenues, cash on hand, net proceeds
            from the Rights Offering (which Revlon, Inc. received in June 2003 and
            contributed to Products Corporation) and funds available for borrowing under
            the Credit Agreement, the Mafco Loans and advances under the Keepwell Agreement
            will be sufficient to enable the Company to cover its operating expenses for
            2003, including cash requirements in connection with the Company's operations,
            the stabilization and growth phase of the Company's plan, cash requirements in
            connection with the Company's restructuring programs referred to above and the
            Company's debt service requirements of its subsidiaries and interest on the New
            REV Holdings Notes. The U.S. color cosmetics category during the first half of
            2003 has been softer than expected. Based upon the Company's belief that its
            stabilization and growth plan is proving effective (including increases through
            the first six months of 2003 in its U.S. color cosmetics market share for the
            Revlon and Almay brands from the comparable periods in 2002), the Company
            intends to continue to support its stabilization and growth plan, including for
            brand support. To help fund the costs and expenses of the stabilization and
            growth plan, in July 2003, MacAndrews & Forbes agreed to make available to
            Products Corporation in 2003 the full $65 under the MacAndrews & Forbes
            $40-65 million line of credit, $25 of which was scheduled to become available
            on January 1, 2004. The Company currently expects that it may draw on a portion
            of the MacAndrews & Forbes $40-65 million line of credit during the balance
            of 2003. The Mafco Loans and the net proceeds from the Rights Offering are
            intended to help fund the stabilization and growth phase of the Company's plan
            and to decrease the risk that would otherwise exist if the Company were to fail
            to meet its debt and ongoing obligations as they became due in 2003. However,
            there can be no assurance that such funds will be sufficient to meet the
            Company's cash requirements on a consolidated basis. If the Company's
            anticipated level of revenue growth is not achieved because, for example, of
            decreased consumer spending in response to weak economic conditions or weakness
            in the cosmetics category, increased competition from the Company's competitors
            or the Company's marketing plans are not as successful as anticipated, or if
            the Company's expenses associated with implementation of the stabilization and
            growth phase of the Company's plan exceed the anticipated level of expenses,
            the Company's current sources of funds may be insufficient to meet the
            Company's cash requirements. Additionally, in the event of a decrease in demand
            for Products Corporation's products or reduced sales or lack of increases in
            demand and sales as a result of the stabilization and growth phase of the
            Company's plan, such development, if significant, could reduce Products
            Corporation's operating revenues and could adversely affect Products
            Corporation's ability to achieve certain financial covenants under the Credit
            Agreement and in such event the Company could be required to take measures,
            including reducing discretionary spending. If the Company is unable to satisfy
            such cash requirements from these sources, the Company could be required to
            adopt one or more alternatives, such as delaying the implementation of or
            revising aspects of the stabilization and growth phase of its plan, reducing or
            delaying purchases of wall displays or advertising or promotional expenses,
            reducing or delaying capital spending, delaying, reducing or revising
            restructuring programs, restructuring subsidiary indebtedness, selling assets
            or operations, seeking additional capital contributions or loans from
            MacAndrews & Forbes, the Company's other affiliates and/or third parties,
            selling additional equity securities of Revlon, Inc. or selling its equity
            securities or reducing other discretionary spending. The Company has
            substantial debt maturing in 2004 and 2005, which will require refinancing,
            consisting of $80.5 of the New REV Holdings Notes due in 2004 and the following
            due in 2005: $246.3 (assuming the maximum amount is borrowed) under the Credit
            Agreement and $363.0 of 12% Notes, as well as any amounts borrowed under the
            Mafco Loans.

The Company expects that Products Corporation will need to seek a further
            amendment to the Credit Agreement or a waiver of the EBITDA and leverage ratio
            covenants under the Credit Agreement prior to the expiration of the existing
            waiver on January 31, 2004 because the Company does not expect that its
            operating results, including after giving effect to various actions under the
            stabilization and growth phase of the Company's plan, will allow Products
            Corporation to satisfy those covenants for the four consecutive fiscal quarters
            ending December 31, 2003. The minimum EBITDA required to be maintained

21

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS— (Continued)(dollars in millions, except
            per share data)

by Products Corporation under the Credit Agreement is $230 for each of
            the four consecutive fiscal quarters ending on December 31, 2003 (which
            covenant was waived through January 31, 2004), March 31, 2004, June 30, 2004
            and September 30, 2004 and $250 for any four consecutive fiscal quarters ending
            December 31, 2004 and thereafter and the leverage ratio covenant under the
            Credit Agreement will permit a maximum ratio of 1.10:1.00 for any four
            consecutive fiscal quarters ending on or after December 31, 2003 (which limit
            was waived through January 31, 2004 for the four fiscal quarters ending
            December 31, 2003). In addition, after giving effect to the amendment, the
            Credit Agreement also contains a $20 minimum liquidity covenant. While the
            Company expects that Products Corporation's bank lenders will consent to such
            amendment or waiver request, there can be no assurance that they will or that
            they will do so on terms that are favorable to the Company. If Products
            Corporation is unable to secure such amendment or waiver, it could be required
            to refinance the Credit Agreement or repay it with proceeds from the sale of
            assets or operations, or additional capital contributions or loans from
            MacAndrews & Forbes, the Company's other affiliates and/or third parties,
            or the sale of additional equity securities of Revlon, Inc. In the event that
            Products Corporation were unable to secure such a waiver or amendment and
            Products Corporation were not able to refinance or repay the Credit Agreement,
            Products Corporation's inability to meet the financial covenants for the four
            consecutive fiscal quarters ending December 31, 2003 would constitute an event
            of default under Products Corporation's Credit Agreement, which would permit
            the bank lenders to accelerate the Credit Agreement, which in turn would
            constitute an event of default under the indentures governing Products
            Corporation's debt if the amount accelerated exceeds $25.0 and such default
            remains uncured within 10 days of notice from the trustee under the applicable
            indenture.

There can be no assurance that the Company would be able to take any of
            the actions referred to in the preceding two paragraphs because of a variety of
            commercial or market factors or constraints in the Company's debt instruments,
            including, for example, Products Corporation's inability to reach agreement
            with its bank lenders on refinancing terms that are acceptable to the Company
            before the waiver of its financial covenants expires on January 31, 2004,
            market conditions being unfavorable for an equity or debt offering, or that the
            transactions may not be permitted under the terms of the Company's various debt
            instruments then in effect, because of restrictions on the incurrence of debt,
            incurrence of liens, asset dispositions and related party transactions. In
            addition, such actions, if taken, may not enable the Company to satisfy its
            cash requirements if the actions do not generate a sufficient amount of
            additional capital.

REV Holdings, as a holding company, will be dependent on distributions
            with respect to its approximately 62% ownership interest in Revlon, Inc. from
            the earnings generated by Products Corporation and advances under the Keepwell
            Agreement to pay its expenses and to pay interest and the principal amount at
            maturity of the New REV Holdings Notes. The terms of the Credit Agreement, the
            Mafco Loans, the 12% Notes, the 8 5/8% Notes, the 8 1/8% Notes and the 9% Notes
            generally restrict Products Corporation from paying dividends or making
            distributions, except that Products Corporation is permitted to pay dividends
            and make distributions to Revlon, Inc., among other things, to enable Revlon,
            Inc. to pay expenses incidental to being a public holding company, including,
            among other things, professional fees such as legal and accounting fees,
            regulatory fees such as Commission filing fees and other miscellaneous expenses
            related to being a public holding company and, subject to certain limitations,
            to pay dividends or make distributions in certain circumstances to finance the
            purchase by Revlon, Inc. of its Class A Common Stock in connection with the
            delivery of such Class A Common Stock to grantees under the Amended Stock Plan.

REV Holdings currently anticipates that it will be dependent upon
            advances under the Keepwell Agreement to pay interest when due under the New
            REV Holdings Notes. However, the Company currently anticipates that it will be
            required to adopt one or more alternatives to pay the principal amount at
            maturity of the New REV Holdings Notes, such as refinancing its indebtedness,
            repaying its indebtedness with the proceeds from the sale of assets or
            operations of Revlon, Inc., selling its equity

22

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS— (Continued)(dollars in millions, except
            per share data)

securities or equity securities of Revlon, Inc. or seeking additional
            capital contributions or loans from MacAndrews & Forbes, the Company's
            other affiliates and/or third parties. There can be no assurance that any of
            the foregoing actions could be effected on satisfactory terms, that any of the
            foregoing actions would enable the Company to pay the principal amount at
            maturity of the New REV Holdings Notes or that any of such actions would be
            permitted by the terms of the New Indenture or any other debt instruments of
            the Company and the Company's subsidiaries then in effect, because, among other
            reasons, market conditions may be unfavorable for an equity or debt offering or
            the transactions may not be permitted under the terms of the Company's various
            debt instruments then in effect, because of restrictions on the incurrence of
            debt, incurrence of liens, asset dispositions and related party transactions.
            In addition, such actions, if taken, may not enable the Company to satisfy its
            cash requirements if the actions do not generate a sufficient amount of
            additional capital.

REV Holdings has entered into the Keepwell Agreement with GSB Investments
            Corp., one of its affiliates, pursuant to which GSB Investments Corp. agreed to
            provide REV Holdings with funds in an amount equal to any interest payments due
            on the New REV Holdings Notes, to the extent that REV Holdings does not have
            sufficient funds on hand to make such payments on the applicable due dates.
            However, the Keepwell Agreement is not a guarantee of the payment of interest
            on the New REV Holdings Notes. The obligations of GSB Investments Corp. under
            the Keepwell Agreement are only enforceable by REV Holdings, and may not be
            enforced by the holders of the New REV Holdings Notes or the trustee under the
            New Indenture. The failure of GSB Investments Corp. to make a payment to REV
            Holdings under the Keepwell Agreement will not be an event of default under the
            New Indenture. Further, the New Indenture has no requirement that REV Holdings
            maintain the Keepwell Agreement. In addition, although REV Holdings has the
            right to enforce the Keepwell Agreement, there can be no assurance that GSB
            Investments Corp. will have sufficient funds to make any payment to REV
            Holdings under the Keepwell Agreement or that it will comply with its
            obligations under the Keepwell Agreement.

At June 30, 2003 and July 31, 2003, GSB Investments Corp. owned 13.5
            million and 15.7 million shares, respectively, of Citigroup Common Stock. At
            June 30, 2003, the closing price of Citigroup Common Stock on the NYSE was
            $42.80 per share. At June 30, 2003 and July 31, 2003, 11.4 million and 11.9
            million shares of Citigroup Common Stock, respectively, owned by GSB
            Investments Corp. were pledged to secure forward contracts and loan agreements
            and 0.9 million shares were held in escrow pursuant to the terms of a
            stockholders agreement between GSB Investments Corp. and Citigroup.

Citigroup has paid quarterly dividends, which have increased from $0.12
            per share in the second quarter of 2000 to $0.20 per share in the second
            quarter of 2003. Citigroup has announced an increase in the quarterly dividend
            to $0.35 per share beginning in the third quarter of 2003. The forward
            contracts contain restrictions on the amount of dividends that GSB Investments
            Corp. would be entitled to receive on certain of its pledged Citigroup Common
            Stock. If Citigroup were to pay quarterly dividends at the rate of $0.35 per
            share, GSB Investments Corp. were to continue to own 15.7 million shares of
            Citigroup Common Stock and no further agreements were entered into restricting
            GSB Investments Corp.'s right to receive dividends, GSB Investments Corp. would
            have sufficient income from dividends paid on its Citigroup Common Stock to
            make the payments to REV Holdings that it might be required to make under the
            Keepwell Agreement. However, there can be no assurance that Citigroup, which
            the Company does not control, will continue to pay dividends at this rate, if
            at all, that GSB Investments Corp. will continue to own shares of Citigroup
            Common Stock in an amount sufficient to cover advances under the Keepwell
            Agreement or that GSB Investments Corp. will not enter into any further
            agreements restricting its right to receive dividends on its Citigroup Common
            Stock.

If GSB Investments Corp. fails to comply with its obligations under the
            forward contracts and loan agreements that are secured by the pledge of its
            11.9 million shares of Citigroup Common Stock, the beneficiary of such pledge
            could enforce its rights with respect to such collateral and could deprive GSB
            Investments Corp. of its rights to receive dividends on such pledged shares.
            GSB Investments Corp. has

23

REV HOLDINGS LLC AND SUBSIDIARIESMANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIALCONDITION AND RESULTS OF
            OPERATIONS(Concluded)(dollars in millions, except per share data)

advised REV Holdings that, if GSB Investments Corp. does not receive
            sufficient dividend income from its Citigroup Common Stock to satisfy its
            obligations under the Keepwell Agreement, GSB Investments Corp. expects to
            obtain capital contributions or loans from affiliates to satisfy such
            obligations. There can be no assurance that GSB Investments Corp. could obtain
            any such funds because its affiliates are under no obligation to provide them
            to GSB Investments Corp.

In February and August 2003, GSB Investments Corp. made non-interest
            bearing advances of $4.8 and $4.8, respectively, to REV Holdings under the
            Keepwell Agreement, which were respectively used to make the February 1, 2003
            and August 1, 2003 interest payments on the New REV Holdings Notes. The
            Keepwell Agreement will terminate at such time as there are no New REV Holdings
            Notes outstanding, at which time GSB Investments Corp. may require repayment of
            advances under the Keepwell Agreement.

Pursuant to tax sharing agreements, REV Holdings and Revlon, Inc. may be
            required to make tax sharing payments to Mafco Holdings as if REV Holdings or
            Revlon, Inc., as the case may be, were filing separate corporate income tax
            returns, except that no payments are required by Revlon, Inc. if and to the
            extent that Products Corporation is prohibited under the Credit Agreement from
            making tax sharing payments to Revlon, Inc. The Credit Agreement prohibits
            Products Corporation from making any tax sharing payments other than in respect
            of state and local income taxes. REV Holdings currently anticipates that, with
            respect to Revlon, Inc., as a result of net operating tax losses and
            prohibitions under the Credit Agreement, and, with respect to REV Holdings, as
            a result of the absence of business operations or a source of income of its
            own, no cash federal tax payments or cash payments in lieu of federal taxes
            pursuant to the tax sharing agreements will be required for 2003.

As a result of dealing with suppliers and vendors in a number of foreign
            countries, Products Corporation enters into foreign currency forward exchange
            contracts and option contracts from time to time to hedge certain cash flows
            denominated in foreign currencies. There were foreign currency forward exchange
            contracts with a notional amount of $31.9 outstanding at June 30, 2003. The
            fair value of foreign currency forward exchange contracts outstanding at June
            30, 2003 was $(1.8).

Disclosures about Contractual Obligations and Commercial Commitments

There have been no material changes outside the ordinary course of the
            Company's business to the Company's total contractual cash obligations which
            are set forth in the table included in the Company's Annual Report on Form 10-K
            for the year ended December 31, 2002, except that during the second quarter of
            2003 Products Corporation entered into 11-year operating leases for its
            corporate offices in New York City (as Products Corporation's current lease
            expires in 2003), which have minimum lease payments in the aggregate of
            approximately $115 over the 11-year term.

Off-Balance Sheet Transactions

The Company does not maintain any off-balance sheet transactions,
            arrangements, obligations or other relationships with unconsolidated entities
            or others that are reasonable likely to have a material current or future
            effect on the Company's financial condition, changes in financial condition,
            revenues or expenses, results of operations, liquidity, capital expenditures or
            capital resources.

Effect of New Accounting Standard

In April 2003, the FASB announced it will require all companies to
            expense the fair value of employee equity-based awards. The FASB announced that
            it plans to issue an exposure draft later this year that could become effective
            in 2004. Until a new statement is issued, the provisions of APB Opinion No. 25
            and SFAS No. 123 will remain in effect. The Company will evaluate the impact of
            any new statement regarding employee equity-based awards when a new statement
            is issued.

24

REV HOLDINGS LLC AND SUBSIDIARIES

Item 3.    Quantitative and Qualitative Disclosures
            About Market Risk

The Company has exposure to market risk both as a result of changing
            interest rates and movements in foreign currency exchange rates. The Company's
            policy is to manage market risk through a combination of fixed and floating
            rate debt, the use of derivative financial instruments and foreign exchange
            forward and option contracts. The Company does not hold or issue financial
            instruments for trading purposes. The qualitative and quantitative information
            presented in Item 7A of the Company's Annual Report on Form 10-K for the year
            ended December 31, 2002 ("Item 7A") describes significant aspects of the
            Company's financial instrument programs that have material market risk as of
            December 31, 2002. The following table presents the information required by
            Item 7A as of June 30, 2003:

|                                                                              |  |                                                                           |      |      |  |                                           |   |      |  |      |       |            |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         |  |  | 
|----------------------------------------------------------------------------- |  | ------------------------------------------------------------------------- | ---- | ---- |  | ----------------------------------------- | - | ---- |  | ---- | ----- | ---------- |  | ----- | ----- | - |  | - | - |  |  | - | ----- | - |  | - | ------- |  |  | - | ------- |  |  | 
|                                                                              |  | Expected maturity date for the year
                   ended December 31, |      |      |  | Fair ValueJune
                   30,2003
|                                                                              |  | 2003                                                                      |      | 2004 |  | 2005                                      |   | 2006 |  | 2007 |       | Thereafter |  | Total |      
|Debt                                                                          |  | (dollars  in  millions)                                                  
|Short-term variable rate (various
                   currencies)              |  | $                                                                         | 27.8 |      |  |                                           |   |      |  |      |       |            |  |       |       |   |  |   |   |  |  |   |       |   |  | $ | 27.8    |  |  | $ | 27.8    | 
|Average interest rate (a)                                                     |  |                                                                           | 3.8  | %    |  |                                           |   |      |  |      |       |            |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         | 
|Long-term fixed rate - third party
                   ($US)                   |  |                                                                           |      |      |  |                                           |   |      |  | $    | 354.8 |            |  | $     | 499.7 |   |  |   |   |  |  | $ | 649.9 |   |  |   | 1,504.4 |  |  |   | 952.3   | 
|Average interest rate                                                         |  |                                                                           |      |      |  |                                           |   |      |  |      | 12.0  | %          |  |       | 8.6   | % |  |   |   |  |  |   | 8.6   | % |  |   |         |  |  |   |         | 
|Long-term variable rate - third party
                   ($US)                |  |                                                                           |      |      |  |                                           |   |      |  |      | 221.1 | *          |  |       |       |   |  |   |   |  |  |   |       |   |  |   | 221.1   |  |  |   | 221.1   | 
|Average interest rate (a)                                                     |  |                                                                           |      |      |  |                                           |   |      |  |      | 6.3   | %          |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         | 
|Long-term variable rate - third party
                   (various currencies) |  |                                                                           |      |      |  |                                           |   |      |  |      | 4.3   | *          |  |       |       |   |  |   |   |  |  |   |       |   |  |   | 4.3     |  |  |   | 4.3     | 
|Average interest rate (a)                                                     |  |                                                                           |      |      |  |                                           |   |      |  |      | 8.3   | %          |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         | 
|Long-term fixed rate - affiliates
                   ($US)                    |  |                                                                           |      |      |  |                                           |   |      |  |      | 44.6  | **         |  |       |       |   |  |   |   |  |  |   |       |   |  |   | 44.6    |  |  |   | 31.7    | 
|Average interest rate                                                         |  |                                                                           |      |      |  |                                           |   |      |  |      | 12.0  | %          |  |       |       |   |  |   |   |  |  |   |       |   |  |   |         |  |  |   |         | 
|Total debt (b)                                                                |  | $                                                                         | 27.8 |      |  | $                                         | — |      |  | $    | 624.8 |            |  | $     | 499.7 |   |  | $ | — |  |  | $ | 649.9 |   |  | $ | 1,802.2 |  |  | $ | 1,237.2 | 
|                                                                             

|                                                                   |  |                                                 |        |                                                     |  |                                                |      |                         |  |   |      |  |  |   |      |   |  | 
|------------------------------------------------------------------ |  | ----------------------------------------------- | ------ | --------------------------------------------------- |  | ---------------------------------------------- | ---- | ----------------------- |  | - | ---- |  |  | - | ---- | - |  | 
|                                                                   |  | Average Contractual
                   Rate$/FC |        | Original US
                   DollarNotionalAmount |  | Contract Value June
                   30,2003 |      | Fair Value June 30,2003
|Forward Contracts                                                  |  |                                                 |        |                                                     |  |                                                |      |                         |  |   |      |  | 
|Buy Euros/Sell USD                                                 |  |                                                 | 1.0619 |                                                     |  | $                                              | 5.7  |                         |  | $ | 6.1  |  |  | $ | 0.4  |  
|Sell British Pounds/Buy USD                                        |  |                                                 | 1.5500 |                                                     |  |                                                | 3.5  |                         |  |   | 3.3  |  |  |   | (0.2 | )
|Sell Australian Dollars/Buy USD                                    |  |                                                 | 0.5811 |                                                     |  |                                                | 6.3  |                         |  |   | 5.5  |  |  |   | (0.8 | )
|Sell Canadian Dollars/Buy USD                                      |  |                                                 | 0.6671 |                                                     |  |                                                | 9.9  |                         |  |   | 8.9  |  |  |   | (1.0 | )
|Sell South African Rand/Buy USD                                    |  |                                                 | 0.1162 |                                                     |  |                                                | 2.6  |                         |  |   | 2.3  |  |  |   | (0.3 | )
|Buy Australian Dollars/Sell New
                   Zealand Dollars |  |                                                 | 1.0914 |                                                     |  |                                                | 2.3  |                         |  |   | 2.4  |  |  |   | 0.1  |  
|Buy British Pounds/Sell Euros                                      |  |                                                 | 0.6816 |                                                     |  |                                                | 1.6  |                         |  |   | 1.6  |  |  |   | —    |  
|Total forward contracts                                            |  |                                                 |        |                                                     |  | $                                              | 31.9 |                         |  | $ | 30.1 |  |  | $ | (1.8 | )
|                                                                  

|
|
|
|

|(a) | Weighted
                   average variable rates are based upon implied forward rates from the yield
                   curves at June 30, 2003.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Excludes
                   affiliate debt of $24.1, advances under the Keepwell Agreement of $19.0 and the
                   New REV Holdings Notes, which have a face value of $80.5 and mature on February
                   1, 2004, for which fair value is not readily determinable.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Represents
                   Products Corporation's Credit Agreement which matures in May 2005.
|- | ------------------------------------------------------------------------------------------------

|** | Represents
                   borrowings under MacAndrews & Forbes $100 million term loan, which matures
                   in December 2005, of which fair value was determined based on the market rates
                   of Products Corporation's 8 1/8% and 9% Notes, which have similar credit
                   attributes.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 4.    Controls and Procedures

(a)    Disclosure Controls and
            Procedures.    The Company's management, with the
            participation of the Company's Chief Executive Officer and Chief Financial
            Officer, has evaluated the effectiveness of the Company's disclosure controls
            and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the

25

REV HOLDINGS LLC AND SUBSIDIARIES

Exchange Act) as of the end of the fiscal period covered by this
            Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive
            Officer and Chief Financial Officer have concluded that, as of the end of such
            period, the Company's disclosure controls and procedures are effective in
            recording, processing, summarizing and reporting information required to be
            disclosed by the Company in the reports it files or submits under the Exchange
            Act within the time periods specified in the Commission's rules and forms.

(b)    Internal Control Over Financial
            Reporting.    There have not been any changes in the
            Company's internal control over financial reporting (as such term is defined in
            Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal period
            covered by this Quarterly Report on Form 10-Q that have materially affected, or
            are reasonably likely to materially affect, the Company's internal control over
            financial reporting.

Forward-Looking Statements

This Quarterly Report on Form 10-Q for the quarter ended June 30, 2003,
            as well as other public documents and statements of the Company, contain
            forward-looking statements that involve risks and uncertainties. The Company's
            actual results may differ materially from those discussed in such
            forward-looking statements. Such statements include, without limitation, the
            Company's expectations and estimates (whether qualitative or quantitative) as
            to:

| | (i) | the
                   Company's plans to update its retail presence and improve the marketing
                   effectiveness of its retail wall displays by installing newly-reconfigured wall
                   displays and reconfiguring existing wall displays at its retail customers (and
                   its estimates of the costs of such wall displays, the effects of such plans on
                   the accelerated amortization of existing wall displays and the estimated amount
                   of such amortization);
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | the
                   Company's plans to increase its advertising and media spending and improve the
                   effectiveness of its advertising;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | the
                   Company's plans to introduce new products and further strengthen its new
                   product development process;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | the
                   Company's plans to streamline its product assortment and reconfigure product
                   placement on its wall displays and selectively adjust prices on certain of its
                   products;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | the
                   Company's plans to implement comprehensive programs to develop and train its
                   employees;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------

| | (vi) | the
                   Company's future financial performance, including the Company's belief that its
                   stabilization and growth plan is proving effective;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) | the
                   effect on sales of political and/or economic conditions, political
                   uncertainties, military actions, adverse currency fluctuations and competitive
                   activities;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) | the
                   Company's plans to accelerate the implementation of the stabilization and
                   growth phase of its plan and the charges and the cash costs resulting from
                   implementing such plan and the timing of such costs, as well as the Company's
                   expectations as to improved revenues over the long term as a result of such
                   phase of its plan and the Company's plans to continue to fund brand
                   support;
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) | restructuring
                   activities, restructuring costs, the timing of restructuring payments and
                   annual savings and other benefits from such activities;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | operating
                   revenues, cash on hand, cash from the Rights Offering, availability of
                   borrowings under the Mafco Loans and Products Corporation's Credit Agreement
                   and advances under the Keepwell Agreement being sufficient to satisfy the
                   Company's cash requirements in 2003, the availability of advances under the
                   Keepwell Agreement and GSB Investments Corp.'s plan to obtain capital
                   contributions or loans from its affiliates to make advances under the Keepwell
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

REV HOLDINGS LLC AND SUBSIDIARIES

| |  | Agreement if it has not received sufficient dividend income from its Citigroup
                   Common Stock and the availability of funds from restructuring indebtedness,
                   selling assets or operations of Revlon, Inc., capital contributions or loans
                   from MacAndrews & Forbes, the Company's other affiliates and/or third
                   parties and the sale of additional shares of Revlon, Inc. or the sale of equity
                   securities of REV Holdings to pay the principal amount at maturity of the New
                   REV Holdings Notes and the Company's current expectation that it may draw on a
                   portion of the MacAndrews & Forbes $40-65 million line of credit during the
                   balance of 2003;
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) | the
                   Company's uses of funds, including amounts required for the payment of
                   operating expenses, including expenses in connection with the stabilization and
                   growth phase of the Company's plan, such as the purchase and reconfiguration of
                   wall displays and increases in advertising and media, capital expenditure
                   requirements, including charges and costs in connection with the ERP System,
                   payments in connection with the Company's restructuring programs and debt
                   service payments, and its estimates of operating expenses, working capital
                   expenses, wall display costs, capital expenditures, restructuring costs and
                   debt service payments (including payments required under Products Corporation's
                   debt instruments and interest payments under the New REV Holdings Notes);
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) | matters
                   concerning the Company's market-risk sensitive instruments;
| | ----- | --------------------------------------------------------------------------------------

| | (xiii) | the
                   effects of the Company's adoption of certain accounting principles;
| | ------ | ------------------------------------------------------------------------------------------

| | (xiv) | Products
                   Corporation securing a further waiver or amendment of various provisions of its
                   Credit Agreement, including the EBITDA and leverage ratio covenants, or
                   refinancing or repaying such debt before January 31, 2004 in the event such
                   waiver or amendment is not secured; and
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv) | the
                   Company's plan to refinance its debt maturing in 2004 and 2005.
| | ---- | --------------------------------------------------------------------------------------

Statements that are not historical facts, including statements about the
            Company's beliefs and expectations, are forward-looking statements.
            Forward-looking statements can be identified by, among other things, the use of
            forward-looking language, such as "believes," "expects," "estimates,"
            "projects," "forecast," "may," "will," "should," "seeks," "plans," "scheduled
            to," "anticipates" or "intends" or the negative of those terms, or other
            variations of those terms or comparable language, or by discussions of strategy
            or intentions. Forward-looking statements speak only as of the date they are
            made, and except for the Company's ongoing obligations under the U.S. federal
            securities laws, the Company undertakes no obligation to publicly update any
            forward-looking statements, whether as a result of new information, future
            events or otherwise. Investors are advised, however, to consult any additional
            disclosures the Company makes in its Quarterly Reports on Form 10-Q filed in
            2003 and its current Annual Report on Form 10-K filed with the Commission in
            2003 (which, among other places, can be found on the Commission's website at
            http://www.sec.gov). The information available from time to time on such
            websites shall not be deemed incorporated by reference into this Quarterly
            Report on Form 10-Q. A number of important factors could cause actual results
            to differ materially from those contained in any forward-looking statement. In
            addition to factors that may be described in the Company's filings with the
            Commission, including this filing, the following factors, among others, could
            cause the Company's actual results to differ materially from those expressed in
            any forward-looking statements made by the Company:

| | (i) | difficulties
                   or delays or unanticipated costs associated with improving the marketing
                   effectiveness of the Company's wall displays;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) | difficulties
                   or delays in developing and/or presenting the Company's increased advertising
                   programs and/or improving the effectiveness of its advertising;
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | difficulties
                   or delays in developing and introducing new products or failure of the
                   Company's customers to accept new product offerings and/or in further
                   strengthening the Company's new product development process;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

27

REV HOLDINGS LLC AND SUBSIDIARIES

| | (iv) | difficulties
                   or delays in implementing the Company's plans to streamline its product
                   assortment and reconfigure product placement on its wall displays and
                   selectively adjust prices on certain of its products;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v) | difficulties
                   or delays in implementing comprehensive programs to train the Company's
                   employees;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

| | (vi) | unanticipated
                   circumstances or results affecting the Company's financial performance,
                   including decreased consumer spending in response to weak economic conditions
                   or weakness in the category, changes in consumer preferences, such as reduced
                   consumer demand for the Company's color cosmetics and other current products,
                   and actions by the Company's competitors, including business combinations,
                   technological breakthroughs, new products offerings, promotional spending and
                   marketing and promotional successes, including increases in market share;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vii) | the
                   effects of and changes in political and/or economic conditions, including
                   inflation, monetary conditions and military actions, and in trade, monetary,
                   fiscal and tax policies in international markets;
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (viii) | unanticipated
                   costs or difficulties or delays in completing projects associated with the
                   stabilization and growth phase of the Company's plan or lower than expected
                   revenues over the long term as a result of such plan;
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ix) | difficulties,
                   delays or unanticipated costs or less than expected savings and other benefits
                   resulting from the Company's restructuring activities;
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (x) | lower
                   than expected operating revenues, the inability to secure additional capital
                   contributions or loans from MacAndrews & Forbes, the Company's other
                   affiliates and/or third parties, lower than expected operating revenues or
                   increased operating expenses, or the unavailability of funds under Products
                   Corporation's Credit Agreement or the Mafco Loans or from restructuring
                   indebtedness, selling assets or operations of Revlon, Inc., selling additional
                   shares of Revlon, Inc. or equity securities of REV Holdings or advances under
                   the Keepwell Agreement or GSB Investments Corp.'s inability to obtain capital
                   contributions or loans from its affiliates to make advances under the Keepwell
                   Agreement if it has not received sufficient dividend income from its Citigroup
                   Common Stock;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xi) | higher
                   than expected operating expenses, sales returns, working capital expenses, wall
                   display costs, capital expenditures, restructuring costs or debt service
                   payments;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xii) | interest
                   rate or foreign exchange rate changes affecting the Company and its market
                   sensitive financial instruments;
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xiii) | unanticipated
                   effects of the Company's adoption of certain new accounting standards;
| | ------ | -------------------------------------------------------------------------------------------------------

| | (xiv) | difficulties,
                   delays or inability to secure a further waiver or amendment of the EBITDA and
                   leverage ratio covenants under the Credit Agreement or refinancing or repaying
                   such debt on or before January 31, 2004 in the event such waiver or amendment
                   is not secured; and
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (xv) | difficulties,
                   delays or the inability of the Company to refinance its debt maturing in 2004
                   and 2005.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------

Factors other than those listed above could also cause the Company's
            results to differ materially from expected results. This discussion is provided
            as permitted by the Private Securities Litigation Reform Act of 1995.

28

REV HOLDINGS LLC AND SUBSIDIARIES

PART II — OTHER INFORMATION

Item 1.    Legal Proceedings.

On April 17, 2000, the plaintiffs in the six purported class actions
            filed in October and November 1999 by each of Thomas Comport, Boaz Spitz, Felix
            Ezeir and Amy Hoffman, Ted Parris, Jerry Krim and Dan Gavish individually and
            allegedly on behalf of others similarly situated to them against Revlon, Inc.,
            certain of its present and former officers and directors and the parent of
            Revlon, Inc., REV Holdings, alleging among other things, violations of Rule
            10b-5 under the Securities Exchange Act of 1934, as amended (the "Exchange
            Act"), filed an amended complaint, which consolidated all of the actions under
            the caption "In Re Revlon, Inc. Securities Litigation" and limited the alleged
            class to security purchasers during the period from October 29, 1997 through
            October 1, 1998. On June 30, 2003, the court approved the settlement agreement
            that was executed in January 2003, which provides that the defendants will
            obtain complete releases from the participating members of the alleged class,
            and the period to appeal this decision has expired. The Company had recorded
            this settlement, including a related settlement of the defendants' insurance
            claim for this matter and the Second Gavish Action described below (the
            "Insurance Settlement"), in the fourth quarter of 2002.

A purported class action lawsuit was filed on September 27, 2000, in the
            United States District Court for the Southern District of New York on behalf of
            Dan Gavish, Tricia Fontan and Walter Fontan individually and allegedly on
            behalf of all others similarly situated who purchased the securities of Revlon,
            Inc. and REV Holdings between October 2, 1998 and September 30, 1999 (the
            "Second Gavish Action"). In November 2001, plaintiffs amended their complaint.
            The amended complaint alleges, among other things, that Revlon, Inc., certain
            of its present and former officers and directors and REV Holdings violated,
            among other things, Rule 10b-5 under the Exchange Act. In December 2001, the
            defendants moved to dismiss the amended complaint. The Company believes the
            allegations in the amended complaint are without merit and, if its motion to
            dismiss is not granted, intends to vigorously defend against them. In light of
            the Insurance Settlement, the Company does not expect to incur any further
            expense in this matter.

Item 4.    Submission of Matters to a Vote of
            Security Holders—
            None

Item 6.    Exhibits and Reports on Form 8-K.

| |                
| | ---------------
| | (a)    Exhibits

| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.19 | Amendment
                   No. 1, dated as of July 30, 2003 to the Senior Unsecured Supplemental Line of
                   Credit Agreement, dated as of February 5, 2003, between Products Corporation
                   and MacAndrews & Forbes Holdings (incorporated by reference to Exhibit
                   10.19 to the Quarterly Report on Form 10-Q of Revlon, Inc. for the quarterly
                   period ended June 30, 2003).

| |      |                                                                  
| | ---- | -----------------------------------------------------------------
| | 31.1 | Section
                   302 CEO certification. Filed herewith.

| |      |                                                                  
| | ---- | -----------------------------------------------------------------
| | 31.2 | Section
                   302 CFO certification. Filed herewith.

| |      |                                                                      
| | ---- | ---------------------------------------------------------------------
| | 32.1 | Section
                   906 CEO certification. Furnished herewith.

| |      |                                                                      
| | ---- | ---------------------------------------------------------------------
| | 32.2 | Section
                   906 CFO certification. Furnished herewith.

| |                                                                       
| | ----------------------------------------------------------------------
| | (b)    Reports
                   on Form 8-K—
                   None

29

REV HOLDINGS LLC AND SUBSIDIARIES

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as
            amended, the registrant has duly caused this report to be signed on its behalf
            by the undersigned thereunto duly authorized.

Dated: August 13, 2003

REV HOLDINGS LLCRegistrantBy:
                   
                   /s/ Todd J. SlotkinTodd J. SlotkinExecutive Vice President, Chief
                        Financial Officer and Chief Accounting Officer


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