<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------


                                    FORM 10-Q

(Mark One)

  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2001

                                       OR

  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


       For the transition period from__________________ to _______________

                        Commission file number 333-23451

                                REV HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                                             13-3933701
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification No.)

  625 MADISON AVENUE, NEW YORK, NEW YORK                      10022
 (Address of principal executive offices)                   (Zip Code)


        Registrant's telephone number, including area code: 212-527-4000

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

The number of shares outstanding of the registrant's common stock was 1,000
shares as of March 31, 2001, all of which were held by an affiliate of Mafco
Holdings Inc.

                                Total Pages - 18
<PAGE>


                       REV HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                  (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>

                                                                                         MARCH 31,           DECEMBER 31,
                              ASSETS                                                        2001                 2000
                                                                                       ---------------      ---------------
Current assets:                                                                         (Unaudited)
<S>                                                                                 <C>                   <C>
      Cash and cash equivalents .................................................   $            30.2     $           56.3
      Trade receivables, less allowances of $15.0
            and $16.1, respectively .............................................               213.1                220.3
      Inventories ...............................................................               187.2                184.7
      Prepaid expenses and other ................................................                68.4                 66.1
                                                                                       ---------------      ---------------
            Total current assets ................................................               498.9                527.4
Property, plant and equipment, net ..............................................               206.1                221.7
Other assets ....................................................................               151.8                147.2
Intangible assets, net ..........................................................               204.3                206.1
                                                                                       ---------------      ---------------
            Total assets ........................................................   $         1,061.1     $        1,102.4
                                                                                       ===============      ===============

LIABILITIES AND STOCKHOLDER'S DEFICIENCY

Current liabilities:
      Short-term borrowings - third parties .....................................   $            31.4     $           30.7
      Current portion of long-term debt - third parties .........................                --                  753.6
      Accounts payable ..........................................................                89.2                 86.3
      Accrued expenses and other ................................................               291.9                309.9
                                                                                       ---------------      ---------------
            Total current liabilities ...........................................               412.5              1,180.5
Long-term debt - third parties ..................................................             1,638.7              1,539.0
Long-term debt - affiliates .....................................................                24.1                 24.1
Other long-term liabilities .....................................................               223.9                222.1

Stockholder's deficiency:
      Common Stock, par value $1.00 per share; 1,000
            shares authorized, issued and outstanding ...........................                --                   --
      Additional paid-in-capital (capital deficiency) ...........................               290.7               (408.8)
      Accumulated deficit since June 24, 1992 ...................................            (1,488.3)            (1,424.7)
      Accumulated other comprehensive loss ......................................               (40.5)               (29.8)
                                                                                       ---------------      ---------------
            Total stockholder's deficiency ......................................            (1,238.1)            (1,863.3)
                                                                                       ---------------      ---------------
            Total liabilities and stockholder's deficiency ......................   $         1,061.1     $        1,102.4
                                                                                       ===============      ===============
</TABLE>

           See Accompanying Notes to Unaudited Consolidated Condensed
                             Financial Statements.

                                       2
<PAGE>



                       REV HOLDINGS INC. AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                                             MARCH 31,
                                                               -------------------------------------
                                                                    2001                 2000
                                                               ----------------     ----------------
<S>                                                         <C>                  <C>
Net sales .............................................     $            323.3   $            448.8
Cost of sales .........................................                  131.4                175.2
                                                               ----------------     ----------------
     Gross profit .....................................                  191.9                273.6
Selling, general and administrative expenses ..........                  187.2                253.0
Restructuring costs. ..................................                   14.6                  9.5
                                                               ----------------     ----------------

     Operating (loss) income ..........................                   (9.9)                11.1
                                                               ----------------     ----------------

Other expenses (income):
     Interest expense .................................                   50.9                 57.2
     Interest income ..................................                   (0.9)                (0.4)
     Amortization of debt issuance costs ..............                    2.7                  3.4
     Foreign currency gains, net ......................                   (0.4)                (0.5)
     Gain on sale of product line, net ................                   --                   (6.2)
     Miscellaneous, net ...............................                    0.8                  0.5
                                                               ----------------     ----------------
          Other expenses, net .........................                   53.1                 54.0
                                                               ----------------     ----------------

Loss before income taxes ..............................                  (63.0)               (42.9)

Provision for income taxes ............................                    0.6                  3.7

                                                               ----------------     ----------------
Net loss ..............................................     $            (63.6)  $            (46.6)
                                                               ================     ================
</TABLE>


           See Accompanying Notes to Unaudited Consolidated Condensed
                             Financial Statements.

                                       3
<PAGE>





                       REV HOLDINGS INC. AND SUBSIDIARIES
     UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDER'S DEFICIENCY
                             AND COMPREHENSIVE LOSS
                              (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
                                                             ADDITIONAL                          ACCUMULATED
                                                          PAID-IN-CAPITAL                          OTHER                 TOTAL
                                                              (CAPITAL         ACCUMULATED     COMPREHENSIVE          STOCKHOLDER'S
                                                             DEFICIENCY)         DEFICIT           LOSS (a)             DEFICIENCY
                                                             ------------      ------------    -----------------     --------------
<S>                                                       <C>               <C>              <C>                 <C>
Balance, January 1, 2000 ...............................  $       (408.8)   $     (1,214.1)  $            (68.1) $        (1,691.0)
     Comprehensive loss:
             Net loss ..................................                             (46.6)                                  (46.6)
             Currency translation adjustment ...........                                                   45.1 (b)           45.1
                                                                                                                     --------------
     Total comprehensive loss ..........................                                                                      (1.5)

                                                             ------------      ------------    -----------------     --------------
Balance, March 31, 2000 ................................  $       (408.8)   $     (1,260.7)  $            (23.0) $        (1,692.5)
                                                             ============      ============    =================     ==============

Balance, January 1, 2001 ...............................  $       (408.8)   $     (1,424.7)  $            (29.8) $        (1,863.3)
     Capital contributions from indirect parent ........           699.5 (c)                                                 699.5
     Comprehensive loss:

             Net loss. .................................                             (63.6)                                  (63.6)
             Currency translation adjustment ...........                                                  (11.8)             (11.8)
             Revaluation of forward currency contracts .                                                    1.1                1.1
                                                                                                                     --------------
     Total comprehensive loss ..........................                                                                     (74.3)
                                                              ------------      ------------    -----------------     -------------
Balance, March 31, 2001. ...............................  $        290.7    $     (1,488.3)  $            (40.5) $        (1,238.1)
                                                             ============      ============    =================     ==============
</TABLE>
--------------------

 (a)    Accumulated other comprehensive loss includes revaluation's of forward
        currency contracts of $1.1 as of March 31, 2001, unrealized losses on
        marketable securities of $3.8 as of March 31, 2000, cumulative net
        translation losses of $38.0 and $14.3 as of March 31, 2001 and 2000,
        respectively, and adjustments for the minimum pension liability of $3.6
        and $4.9 as of March 31, 2001 and 2000, respectively.

 (b)    Accumulated other comprehensive loss and comprehensive loss as of
        March 31, 2000 each include a reclassification adjustment of $48.3 for
        realized losses on foreign currency adjustments associated with the sale
        of the Company's worldwide professional products line.

 (c)    Represents primarily capital contributions from indirect parent to
        cancel REV Holdings Senior Secured Discount Notes due 2001 (the "Old REV
        Holdings Notes").

           See Accompanying Notes to Unaudited Consolidated Condensed
                             Financial Statements.

                                       4
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>

                                                                                                         THREE MONTHS ENDED
                                                                                                               MARCH 31,
                                                                                                  --------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                 2001              2000
                                                                                                  --------------    --------------
<S>                                                                                            <C>               <C>
Net loss ...................................................................................    $         (63.6)  $         (46.6)
Adjustments to reconcile net loss to net cash
     (used for) provided by operating activities:
     Depreciation and amortization. ........................................................               32.3              34.0
     Gain on sale of product line, net. ....................................................               --                (6.2)
     Amortization of debt discount .........................................................               15.7              17.8
     Change in assets and liabilities, net of acquisitions and dispositions:
          Decrease in trade receivables ....................................................                3.1              16.7
          (Increase) decrease in inventories ...............................................               (6.1)              6.2
          (Increase) decrease in prepaid expenses and
                       other current assets ................................................               (3.6)              5.1
          Increase in accounts payable                                                                      4.1               9.8
          Decrease in accrued expenses and other
                       current liabilities. ................................................              (18.1)            (38.0)
          Purchase of permanent displays ...................................................              (12.4)            (14.9)
          Other, net. ......................................................................                2.7              (0.7)
                                                                                                  --------------    --------------
Net cash used for operating activities .....................................................              (45.9)            (16.8)
                                                                                                  --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures .......................................................................               (4.9)             (3.4)
Net proceeds from the sale of product line and certain assets ..............................               --               293.4
                                                                                                  --------------    --------------
Net cash (used for) provided by investing activities. ......................................               (4.9)            290.0
                                                                                                  --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings - third parties. ..........................                1.4              (5.1)
Proceeds from the issuance of long-term debt - third parties ...............................               88.2              49.1
Repayment of long-term debt - third parties. ...............................................              (87.1)           (313.7)
Capital contribution from indirect parent. .................................................               22.0              --
Payment of debt issuance costs. ............................................................               (2.4)             --
                                                                                                  --------------    --------------
Net cash provided by (used for) financing activities. ......................................               22.1            (269.7)
                                                                                                  --------------    --------------
Effect of exchange rate changes on cash and cash equivalents ...............................                2.6              (1.1)
                                                                                                  --------------    --------------
     Net (decrease) increase in cash and cash equivalents ..................................              (26.1)              2.4
     Cash and cash equivalents at beginning of period ......................................               56.3              25.4
                                                                                                  --------------    --------------
     Cash and cash equivalents at end of period ............................................    $          30.2   $          27.8
                                                                                                  ==============    ==============

Supplemental schedule of cash flow information:
     Cash paid (received) during the period for:
          Interest .........................................................................    $          47.7   $          53.0
          Income taxes, net of refunds. ....................................................                0.5              (0.3)

 Supplemental schedule of noncash financing activities:
      Noncash capital contributions from indirect parent to cancel  the Old
          REV Holdings Notes and pursuant to the amended tax sharing agreement .............     $        677.5    $         --

</TABLE>





           See Accompanying Notes to Unaudited Consolidated Condensed
                             Financial Statements.

                                       5

<PAGE>



                       REV HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                              (DOLLARS IN MILLIONS)


(1) BASIS OF PRESENTATION

     REV Holdings Inc. (together with its subsidiaries, "REV Holdings" or the
"Company") is a holding company, formed in 1997, that 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. ("Holdings"). REV Holdings has had no
business operations of its own and its only material asset is its ownership of
approximately 83% of the outstanding shares of capital stock of Revlon, Inc.
(which represents approximately 97.3% of the voting power of those outstanding
shares), which, in turn, owns all of the capital stock of Products Corporation.
The Company is an indirect wholly owned subsidiary of Holdings and an indirect
wholly owned subsidiary of MacAndrews & Forbes Holdings Inc. ("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 generally accepted accounting
principles. 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, 2000.

     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.

     Prior to January 1, 2001, advertising and promotion expenses estimated for
a full year were charged to earnings for interim reporting purposes in
proportion to the relationship that net sales for such period bore to estimated
full year net sales. As a result, for the first quarter of 2000, disbursements
and commitments for advertising and promotion exceeded advertising and promotion
expenses by $21.1 and such amount was deferred. Effective January 1, 2001, the
Company recognizes advertising and promotional expenses during the quarter in
which they are incurred.

     In May 2000, the FASB Emerging Issues Task Force (the "EITF") reached a
consensus on new guidelines entitled, "Accounting for Certain Sales Incentives"
(the "Guidelines"), which addresses when sales incentives and discounts should
be recognized, as well as where the related revenues and expenses should be
classified in the financial statements. The Company has adopted these new
Guidelines effective January 1, 2001 and accordingly the accompanying Unaudited
Consolidated Condensed Financial Statements reflect the implementation of the
EITF Guidelines for all periods presented.

     On January 1, 2001, the Company adopted SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended. The standard
requires the recognition of all derivative instruments on the balance sheet as
either assets or liabilities measured at fair value. Changes in fair value are
recognized immediately in earnings unless the derivatives qualify as hedges of
future cash flows. For derivatives

                                       6
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                              (DOLLARS IN MILLIONS)


qualifying as hedges of future cash flows, the effective portion of changes in
fair value is recorded as a component of Other Comprehensive Income and
recognized in earnings when the hedged transaction is recognized in earnings.
Any ineffective portion of changes in fair value is recognized in earnings as it
occurs. There was no cumulative effect recognized for adopting this accounting
change.

     The Company formally designates and documents each financial instrument as
a hedge of a specific underlying exposure as well as the risk management
objectives and strategies for entering into the hedge transaction upon
inception. The Company also formally assesses upon inception and quarterly
thereafter whether the financial instruments used in hedging transactions are
effective in offsetting changes in the fair value or cash flows of the hedged
items.

     The Company uses derivative financial instruments, primarily forward
foreign exchange contracts, to reduce the exposure of adverse effects of
fluctuating foreign currency exchange rates. These contracts, which have been
designated as cash flow hedges, were entered into primarily to hedge anticipated
inventory purchases and other intercompany payments denominated in foreign
currencies and have maturities of less than one year. The unrecognized income on
the revaluation of forward currency contracts will be recognized in earnings by
December 31, 2001. The Company has entered 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.

     In accordance with the provisions of the statement, the Company recorded an
asset of $1.1 on the balance sheet and a credit of $1.1 in Other Comprehensive
Loss for the fair value effects of the foreign currency forward exchange
contracts outstanding at March 31, 2001. The amount of the hedges'
ineffectiveness as of March 31, 2001 recorded in the Unaudited Consolidated
Condensed Statements of Operations was not significant.

     Certain amounts in the prior year financial statements have been
reclassified to conform to the current year's presentation.

(2) INVENTORIES

                                           MARCH 31,     DECEMBER 31,
                                             2001             2000
                                          ---------       ---------
Raw materials and supplies ...........    $    56.3       $    56.2
Work-in-process ......................         11.4             9.4

Finished goods .......................        119.5           119.1
                                          ---------       ---------
                                          $   187.2       $   184.7
                                          =========       =========

(3) RESTRUCTURING COSTS, NET

     In the fourth quarter of 1999, the Company began a new restructuring
program principally for additional employee severance and other personnel
benefits and to restructure certain operations outside the United States,
including certain operations in Japan (the "1999 Restructuring Plan"). In the
first quarter of 2000, the Company recorded a charge of $9.5 relating to the
1999 Restructuring Plan.

     During the third quarter of 2000, the Company continued to re-evaluate its
organizational structure. As part of this re-evaluation, the Company developed a
new restructuring plan designed to improve profitability by reducing personnel
and consolidating manufacturing facilities (the "2000 Restructuring Plan"). The
2000 Restructuring Plan 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 Plan 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, both of
which were effected to reduce and streamline

                                       7
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                              (DOLLARS IN MILLIONS)

corporate overhead costs. In the first quarter of 2001, the Company recorded a
charge of $14.6 related to the 2000 Restructuring Plan, principally for
additional employee severance and other personnel benefits and to consolidate
worldwide operations.

     In connection with the 1999 Restructuring Plan and the 2000 Restructuring
Plan, 403 employees and 1,812 employees, respectively, were included in the
Company's restructuring charges. Of the 1,812 employees for whom severance and
other personnel benefits were included in the 2000 Restructuring Plan, the
Company had terminated 709 employees by March 31, 2001. Substantially all the
employees from the 1999 Restructuring Plan have been terminated as of March 31,
2001.

     Details of the activity described above during the three month period ended
March 31, 2001, are as follows:


<TABLE>
<CAPTION>
                                      BALANCE                            UTILIZED, NET               BALANCE
                                       AS OF                        -------------------------         AS OF
                                      1/1/01       EXPENSES, NET       CASH          NONCASH         3/31/01
                                    -----------  -----------------  -----------     ---------     -----------
<S>                                   <C>            <C>             <C>             <C>             <C>
Employee severance and other
       personnel benefits ........    $  28.6        $  12.7         $ (12.6)        $  --           $  28.7
Factory, warehouse, office
      and other costs ............        7.4            1.9            (1.4)           (0.8)            7.1
                                      -------        -------         -------         -------         -------
                                      $  36.0        $  14.6         $ (14.0)        $  (0.8)        $  35.8
                                      =======        =======         =======         =======         =======
</TABLE>

(4)  GEOGRAPHIC INFORMATION

     The Company manages its business on the basis of one reportable operating
segment. The Company is exposed to the risk of changes in social, political and
economic conditions inherent in foreign operations and the Company's results of
operations and the value of its foreign assets and liabilities are affected by
fluctuations in foreign currency exchange rates. The Company's operations in
Brazil have accounted for approximately 5.2% and 4.3% of the Company's net sales
for the first quarter of 2001 and 2000, respectively.


                                       8
<PAGE>


                       REV HOLDINGS INC. AND SUBSIDIARIES
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                              (DOLLARS IN MILLIONS)


(5)  LONG-TERM DEBT

     On February 12, 2001, REV Holdings issued $80.5 principal amount of its 12%
Senior Secured Notes due 2004 (the "New REV Holding 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. On March 15, 2001, an affiliate contributed $667.5
principal amount of Old REV Holdings Notes to REV Holdings, which were delivered
to the trustee for cancellation and contributed $22.0 in cash to REV Holdings to
retire the remaining Old REV Holdings Notes at maturity. Upon cancellation, the
indenture governing the Old REV Holdings Notes was discharged.

(6)  SUBSEQUENT EVENTS

     In the fourth quarter of 2000, Products Corporation listed for sale land in
Minami Aoyama near Tokyo, Japan and related rights for the construction of a
building on such land (the "Aoyama Property"). In April 2001, Products
Corporation completed the disposition of the Aoyama Property for approximately
$28. The proceeds will be used for general corporate purposes, including
payments to fund the Company's restructuring plans.

     In March 2001, Products Corporation entered into an agreement to sell its
Phoenix facility and lease it back for a certain period of time. On May 1, 2001,
Products Corporation completed the disposition of the Phoenix facility for
approximately $7. The proceeds will be used for general corporate purposes,
including payments to fund the Company's restructuring plans.



                                       9
<PAGE>


                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)


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.

     On March 30, 2000 and May 8, 2000, Products Corporation completed the
dispositions of its worldwide professional products line and Plusbelle brand in
Argentina, respectively. Accordingly, the Unaudited Consolidated Condensed
Financial Statements include the results of operations of the professional
products line and Plusbelle brand through the dates of their respective
dispositions.

     During the first quarter of 2001, to reflect the integration of management
reporting responsibilities, the Company has reclassified Canada's results from
its international operations to its United States operations. Management's
discussion and analysis data reflects this change for both the 2001 and 2000
periods.

RESULTS OF OPERATIONS

Net sales

     Net sales were $323.3 and $448.8 for the first quarters of 2001 and 2000,
respectively, a decrease of $125.5, or 28.0% on a reported basis (a decrease of
25.2% on a constant U.S. dollar basis). The decline in consolidated net sales
for the first quarter of 2001 as compared with the first quarter of 2000 is
primarily due to the sale of the worldwide professional products line and the
Plusbelle brand in Argentina in the first and second quarters of 2000,
respectively.

     Net sales, excluding the worldwide professional products line and the
Plusbelle brand in Argentina, were $323.3 and $355.4 for the first quarter of
2001 and 2000, respectively, a decrease of $32.1, or 9.0% on a reported basis (a
decrease of 6.2% on a constant U.S. dollar basis). The decline is primarily due
to decreased promotional sales volume, the effect of lower advertising spending,
and the effect of delayed reset of permanent in store wall displays by certain
retailers in the U.S.

    United States and Canada. Net sales in the United States and Canada were
$218.4 for the first quarter of 2001 compared with $268.9 for the first quarter
of 2000, a decrease of $50.5, or 18.8%. Net sales, excluding the United States
and Canada portion of the worldwide professional products line, were $218.4 for
the first quarter of 2001 compared with $233.1 for the first quarter of 2000, a
decrease of $14.7, or 6.3%. The decline in sales for the first quarter of 2001
is primarily due to decreased promotional sales volume, the effect of lower
advertising spending, and the effect of delayed reset of permanent in store wall
displays by certain retailers in the U.S.

     International. Net sales in the Company's international operations were
$104.9 for the first quarter of 2001 compared with $179.9 for the first quarter
of 2000, a decrease of $75.0, or 41.7% on a reported basis (a decrease of 36.0%
on a constant U.S. dollar basis). The decrease was primarily due to the sale of
the worldwide professional products line and the Plusbelle brand in Argentina in
the first and second quarters of 2000, respectively.

     Net sales outside the United States and Canada, excluding the worldwide
professional products line and the Plusbelle brand in Argentina, were $104.9 for
the first quarter of 2001 compared with $122.3 for the first quarter of 2000, a
decrease of $17.4, or 14.2%, on a reported basis (a decrease of 6.3% on a
constant U.S. dollar basis). The decrease in net sales for the first quarter of
2001 on a reported basis also reflects the unfavorable effect on sales of a
stronger U.S. dollar against certain foreign currencies. The decrease in net
sales for the first quarter of 2001 on a constant U.S. dollar basis is primarily
due to


                                       10
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)


increased competitive activity in certain markets outside the U.S. Sales outside
the United States and Canada are divided by the Company into three geographic
regions. In Europe, which comprises Europe, the Middle East and Africa, net
sales decreased by 13.1% on a reported basis to $39.1 for the first quarter of
2001 as compared with the first quarter of 2000 (a decrease of 3.5% on a
constant U.S. dollar basis). In the Western Hemisphere, which comprises Mexico,
Central America, South America and Puerto Rico, net sales decreased by 6.6% on a
reported basis to $41.0 for the first quarter of 2001 as compared with the first
quarter of 2000 (a decrease of 0.2% on a constant U.S. dollar basis). The
Company's operations in Brazil are significant. In Brazil, net sales were $16.8
on a reported basis for the first quarter of 2001 compared with $19.1 for the
first quarter of 2000, a decrease of $2.3, or 12.0% (an increase of 0.9% on a
constant U.S. dollar basis). In the Far East, net sales decreased by 25.7% on a
reported basis to $24.8 for the first quarter of 2001 as compared with the first
quarter of 2000 (a decrease of 18.3% on a constant U.S. dollar basis). Net sales
in the Company's international operations, including the Company's operations in
Brazil, may be adversely affected by weak economic conditions, political and
economic uncertainties, adverse currency fluctuations, and competitive
activities.

Cost of sales

     As a percentage of net sales, cost of sales was 40.6% for the first quarter
of 2001 compared with 39.0% for the first quarter of 2000. Excluding the
worldwide professional products line and the Plusbelle brand in Argentina in
2000 and $6.4 of additional consolidation costs in 2001, which primarily
resulted from accelerated depreciation associated with the shutdown of the
Phoenix facility, cost of sales as a percentage of net sales was 38.7% for the
first quarter of 2001 compared with 38.8% for the first quarter of 2000.

SG&A expenses

     SG&A expenses were $187.2 for the first quarter of 2001 compared with
$253.0 for the first quarter of 2000. Excluding the worldwide professional
products line and the Plusbelle brand in Argentina in 2000 and $1.7 of
additional consolidation costs in 2001 associated with the shutdown of the
Phoenix facility, SG&A expenses were $185.5 for the first quarter of 2001
compared with $201.2 for the first quarter of 2000. The decrease in SG&A
expenses during the first quarter of 2001 is due primarily to the reduction of
departmental general and administrative expenses from $93.7 in the first quarter
of 2000 to $79.5 in the first quarter of 2001 as a result of the Company's
restructuring efforts.

Restructuring costs and other, net

     In the fourth quarter of 1999, the Company began a new restructuring
program principally for additional employee severance and other personnel
benefits and to restructure certain operations outside the United States,
including certain operations in Japan (the "1999 Restructuring Plan"). In the
first quarter of 2000, the Company recorded a charge of $9.5 relating to the
1999 Restructuring Plan.

     During the third quarter of 2000, the Company continued to re-evaluate its
organizational structure. As part of this re-evaluation, the Company developed a
new restructuring plan designed to improve profitability by reducing personnel
and consolidating manufacturing facilities (the "2000 Restructuring Plan"). The
2000 Restructuring Plan 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 Plan 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, both of
which were effected to reduce and streamline corporate overhead costs. In the
first quarter of 2001, the Company recorded a charge of $14.6 related to the
2000 Restructuring Plan, principally for additional employee severance and other
personnel benefits and to consolidate worldwide operations. The Company
anticipates that it will recognize approximately $35 to $40 of costs to
implement this plan during 2001.


                                       11
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)


     The Company anticipates annual savings of approximately $10 to $15 relating
to the restructuring charges recorded during the first quarter of 2001 in
connection with the 2000 Restructuring Plan.

Other expenses (income)

     Interest expense was $50.9 for the first quarter of 2001 compared with
$57.2 for the first quarter of 2000. The decrease in interest expense for the
first quarter of 2001 as compared with the first quarter of 2000 is primarily
due to the repayment of borrowings under the Credit Agreement (as hereinafter
defined) with the net proceeds from the disposition of the worldwide
professional products line and the Plusbelle brand in Argentina and lower
interest expense attributable to the Old REV Holdings Notes, partially offset by
higher interest rates under the Credit Agreement and interest expense
attributable to the New REV Holdings Notes that were issued in February 2001.

     Amortization of debt issuance costs was $2.7 for the first quarter of 2001
compared with $3.4 for the first quarter of 2000. The decrease in the
amortization of debt issuance costs for the first quarter of 2001 as compared
with the first quarter of 2000 is primarily due to the write-off of a portion of
such costs in connection with the sale of the worldwide professional products
line and the Plusbelle brand in Argentina.

Sale of product line

     On March 30, 2000, Products Corporation completed the disposition of its
worldwide professional products line, including professional hair care for use
in and resale by professional salons, ethnic hair and personal care products,
Natural Honey skin care and certain regional toiletries brands. In connection
with the disposition, the Company recognized a pre-tax and after-tax gain of
$6.2.

Provision for income taxes

     The provision for income taxes was $0.6 for the first quarter of 2001
compared with $3.7 for the first quarter of 2000. The decrease in the provision
for income taxes for the first quarter of 2001 as compared to the first quarter
of 2000 was attributable to adjustments to certain deferred tax assets and
higher taxes associated with the worldwide professional products line in the
first quarter of 2000 and lower taxable income in the first quarter of 2001 in
certain markets outside the United States.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     Net cash used for operating activities was $45.9 and $16.8 for the first
quarters of 2001 and 2000, respectively. The increase in net cash used for
operating activities for the first quarter of 2001 compared with the first
quarter of 2000 resulted primarily from a higher net loss and changes in working
capital.

     Net cash (used for) provided by investing activities was $(4.9) and $290.0
for the first quarters of 2001 and 2000, respectively. Net cash used for
investing activities for the first quarter of 2001 consisted of capital
expenditures. Net cash provided by investing activities in the first quarter of
2000 consisted of proceeds from the sale of the Company's worldwide professional
products line, partially offset by cash used for capital expenditures.

     Net cash provided by (used for) financing activities was $22.1 and $(269.7)
for the first quarters of 2001 and 2000, respectively. Net cash provided by
financing activities for the first quarter of 2001 included cash drawn under the
Credit Agreement and a capital contribution from an indirect parent to retire
the Old REV Holdings Notes, partially offset by the repayment of borrowings
under the Credit Agreement, payment of debt issuance costs and repayment of the
remaining portion of the Old REV Holdings Notes with the capital contribution.
Net cash used for financing activities for the first quarter of 2000 included
repayments of

                                       12
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)


borrowings under the Credit Agreement with the net proceeds from the disposition
of the worldwide professional products line and the repayment of Products
Corporation's Japanese yen-denominated credit agreement, partially offset by
cash drawn under the Credit Agreement.

     In May 1997, Products Corporation entered into a credit agreement (as
subsequently amended, the "Credit Agreement") with a syndicate of lenders, whose
individual members change from time to time. As of March 31, 2001, the Credit
Agreement provides up to $518.5 and is comprised of five senior secured
facilities: $106.2 in two term loan facilities (the "Term Loan Facilities"), a
$300.0 multi-currency facility (the "Multi-Currency Facility"), a $62.3
revolving acquisition facility, which may also be used for general corporate
purposes (the "Acquisition Facility"), and a $50.0 special standby letter of
credit facility (the "Special LC Facility"). The Company under certain
circumstances and with the consent of a majority of the lenders may increase the
Acquisition Facility to $262.3. At March 31, 2001, the Company had $106.2
outstanding under the Term Loan Facilities, $240.4 outstanding under the
Multi-Currency Facility, $62.3 outstanding under the Acquisition Facility and
$23.8 of issued but undrawn letters of credit under the Special LC Facility. The
scheduled reductions of the Acquisition Facility are $48.8 during 2001. The
balance of the Acquisition Facility, along with the Term Loan Facilities, the
Multi-Currency Facility and the Special LC Facility mature in May 2002. In
January 2001 (effective December 31, 2000), Products Corporation and its bank
lenders entered into an amendment to the Credit Agreement, to (i) eliminate the
interest coverage ratio and leverage ratio covenants for 2001; (ii) add a
minimum cumulative EBITDA covenant for each quarter end during the year 2001;
(iii) modify the definition of EBITDA beginning with the quarterly period ended
December 31, 2000; (iv) limit the amount that Products Corporation may spend for
capital expenditures; (v) permit the sale of certain of Products Corporation's
non-core assets; (vi) permit Products Corporation to retain 100% of the Net
Proceeds from such asset sales; (vii) increase the "applicable margin" by 1/2 of
1%; and (viii) require Products Corporation to provide a mortgage on its
facility in Oxford, North Carolina as security for its obligations under the
Credit Agreement.

     On February 12, 2001, REV Holdings issued $80.5 in principal amount of its
New REV Holding Notes, which were issued in exchange for a like principal amount
of REV Holdings' outstanding Old REV Holdings Notes. The New REV Holdings Notes
bear interest at 12% per year, payable semi-annually, and mature on February 1,
2004. On March 15, 2001, an affiliate contributed $667.5 principal amount of Old
REV Holdings Notes to REV Holdings, which were delivered to the trustee for
cancellation and contributed $22.0 in cash to REV Holdings to retire the
remaining Old REV Holdings Notes at maturity. Upon cancellation, the indenture
governing the Old REV Holdings Notes was discharged.

     The Company's principal sources of funds are expected to be cash flow
generated from operations (before interest), net proceeds from the sale of
certain non-core assets, borrowings under the Credit Agreement and advances
under the Keepwell Agreement (as hereinafter defined). The Credit Agreement,
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, working capital, purchases of
permanent displays and capital expenditure requirements, expenses in connection
with the Company's 2000 and 1999 Restructuring Plans referred to above, debt
service payments and interest under the New REV Holdings Notes.

     The Company estimates that purchases of permanent displays for 2001 will be
$40 to $50 and capital expenditures for 2001 will be $13 to $17. The Company
estimates that cash payments related to the restructuring plans referred to in
Note 3 to the Unaudited Consolidated Condensed Financial Statements, plans for
2001 and executive separation costs incurred in 1999 will be $60 to $80 in 2001.
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 income tax returns,
except that no payments are required by Revlon, Inc. if and to the extent that
Products Corporation

                                       13
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)


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 2001.

     Products Corporation enters into forward foreign exchange contracts and
option contracts from time to time to hedge certain cash flows denominated in
foreign currencies. Products Corporation had forward foreign exchange contracts
denominated in various currencies of approximately $65.9 and nil (U.S. dollar
equivalent) outstanding at March 31, 2001 and 2000, respectively. Such contracts
are entered into to hedge transactions predominantly occurring within twelve
months.

     The Company expects that cash flows from operations, net proceeds from the
sale of certain non-core assets (or financial support from an affiliate, if such
asset sales are not completed on a timely basis), borrowings under the Credit
Agreement and advances under the Keepwell Agreement will be sufficient to enable
the Company to meet its anticipated cash requirements during 2001 including debt
service of its subsidiaries and expenses in connection with the Company's
restructuring plans. However, there can be no assurance that the combination of
cash flow from operations, net proceeds from the sale of certain non-core assets
(or from such financial support), borrowings under the Credit Agreement and
advances under the Keepwell Agreement will be sufficient to meet the Company's
cash requirements on a consolidated basis. 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 reducing or delaying purchases of
permanent displays, reducing or delaying capital expenditures, delaying or
revising restructuring plans, restructuring subsidiary indebtedness, selling
additional assets or operations, selling its equity securities, seeking capital
contributions or additional loans from affiliates of the Company or selling
additional shares of capital stock of Revlon, Inc. Products Corporation has
received a commitment from an affiliate that is prepared to provide, if
necessary, additional financial support to Products Corporation of up to $40 on
appropriate terms through December 31, 2001. There can be no assurance that any
of such actions could be effected, that they would enable the Company's
subsidiaries to continue to satisfy their capital requirements or that they
would be permitted under the terms of the Company's and its subsidiaries'
various debt instruments then in effect. The Company, as a holding company, will
be dependent on distributions with respect to its approximately 83% 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 the
principal amount at maturity of the New REV Holdings Notes. The terms of the
Credit Agreement, 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, regulatory fees such as
Securities and Exchange Commission (the "Commission") filing fees and other
miscellaneous expenses related to being a public holding company and 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, provided that the aggregate amount of such dividends
and distributions taken together with any purchases of Revlon, Inc. Class A
Common Stock on the open market to satisfy matching obligations under the excess
savings plan may not exceed $6.0 per annum.

     The Company currently anticipates that cash flow generated from operations
will be insufficient to pay interest when due and the principal amount at
maturity of the New REV Holdings Notes. 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, selling its equity securities or the equity securities or assets
of Revlon, Inc. or seeking capital contributions or loans from its affiliates.


                                       14
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)


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. 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. has 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 for the New REV Holdings Notes. 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 payments to REV Holdings under the
Keepwell Agreement or that it will comply with its obligations under the
Keepwell Agreement.

     As of March 31, 2001, GSB Investments Corp. owned an aggregate of
42,949,525 shares, or approximately 32% of the common stock of Golden State
Bancorp. Inc. ("GSB"). At March 31, 2001, the last reported sale price of GSB
common stock on the New York Stock Exchange ("NYSE") was $27.88 per share. All
of these shares are currently pledged to secure obligations of GSB Investments
Corp. or affiliates of GSB Investments Corp. GSB Investments Corp. has received
three quarterly dividends of $0.10 per share, or an aggregate of $13.1, since
GSB commenced paying quarterly dividends in July 2000. If GSB were to continue
to pay quarterly dividends at this rate and GSB Investments Corp. were to
continue to own the same number of shares, GSB Investments Corp. would have
sufficient income from dividends paid on its GSB stock to make any payments to
REV Holdings that it might be required to make under the Keepwell Agreement.
However, GSB has only paid dividends at this rate since July 2000 and there can
be no assurance that GSB will continue to pay dividends at this rate, if at all,
or that GSB Investments Corp. will continue to own its shares of the common
stock of GSB. If either GSB Investments Corp. or affiliates of GSB Investments
Corp. were to fail to comply with their respective obligations that are secured
by the pledge of the GSB 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. If
GSB Investments Corp. does not receive sufficient dividend income from its GSB
stock, it will be required to seek alternative sources of funds in order to
satisfy its potential obligations under the Keepwell Agreement.

EURO CONVERSION

     As part of the European Economic and Monetary Union, a single currency (the
"Euro") will replace the national currencies of the principal European countries
(other than the United Kingdom) in which the Company conducts business and
manufacturing. The conversion rates between the Euro and the participating
nations' currencies were fixed as of January 1, 1999, with the participating
national currencies to be removed from circulation between January 1, 2002 and
June 30, 2002 and replaced by Euro notes and coinage. During the transition
period from January 1, 1999 through December 31, 2001, public and private
entities as well as individuals may pay for goods and services using checks,
drafts, or wire transfers denominated either in the Euro or the participating
country's national currency. Under the regulations governing the transition to a
single currency, there is a "no compulsion, no prohibition" rule, which states
that no one can be prevented from using the Euro after January 1, 2002 and no
one is obliged to use the Euro before July 2002. In keeping with this rule, the
Company expects to either continue using the national currencies or the Euro for
invoicing or payments. Based upon the information currently available, the
Company does not expect that the transition to the Euro will have a material
adverse effect on the business or consolidated financial condition of the
Company.

                                       15
<PAGE>


                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)



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, 2000 describes significant aspects of the Company's financial instrument
programs that have material market risk as of December 31, 2000. The following
table presents the information required by Item 7A as of March 31, 2001.



<TABLE>
<CAPTION>
                                                              EXPECTED MATURITY DATE FOR YEAR ENDED MARCH 31,           FAIR VALUE
                                                 ---------------------------------------------------------------------   MARCH 31,
                                                     2001          2002       2003     2004   THEREAFTER      TOTAL       2001
                                                 --------------------------------------------- ----------   ---------- ----------
                                                 (US dollar equivalent in millions)

     DEBT
---------------
<S>                                                <C>          <C>          <C>      <C>      <C>           <C>       <C>
Short-term variable rate (various currencies) ..   $  31.4                                                   $   31.4  $    31.4
      Average interest rate(a) .................       8.4%
Long-term fixed rate ($US) .....................                                               $1,149.3       1,149.3      671.4
      Average interest rate ....................                                                    8.6%
Long-term variable rate ($US) ..................                $ 372.1   *                                     372.1      372.1
      Average interest rate(a) .................                    7.4%
Long-term variable rate (various currencies) ...                   36.8   *                                      36.8       36.8
      Average interest rate(a) .................                    9.2%
                                                  ------------  -----------                    ----------   ---------  ---------

Total debt** ...................................   $  31.4      $ 408.9                        $1,149.3     $ 1,589.6  $ 1,111.7
                                                  ============  ===========                    ==========   =========  =========
</TABLE>

<TABLE>
<CAPTION>
                                                         AVERAGE     ORIGINAL         CONTRACT
                                                       CONTRACTUAL    US DOLLAR        VALUE           FAIR VALUE
                                                         RATE        NOTIONAL         MARCH 31,        MARCH 31,
Forward Contracts                                        $/FC         AMOUNT           2001               2001
-----------------                                      ----------   ------------    ------------  -----------------
<S>                                                       <C>        <C>                <C>          <C>
Buy Euros/Sell USD ..................................     0.9265     $   1.9            $  1.8       $    (0.1)
Sell British Pounds/Buy USD .........................     1.4447        11.4              11.5             0.1
Sell Australian dollar/Buy USD.......................     0.5274        14.1              15.2             1.1
Sell Japanese Yen/Buy USD ...........................     0.0082        29.4              29.4             0.0
Sell South African Rand/Buy USD .....................     0.1253         3.4               3.5             0.1
Buy Australian dollars/Sell New Zealand dollars .....     1.2455         2.3               2.2            (0.1)
Buy British Pounds/Sell Euros .......................     0.6298         3.4               3.4             0.0
                                                                    ------------    ------------  -----------------
Total forward contracts .............................                $  65.9            $ 67.0       $     1.1
                                                                    ============    ============  =================
</TABLE>

(a) Weighted average variable rates are based upon implied forward rates from
the yield curves at March 31, 2001.

* Represents the Company's Credit Agreement which matures in May 2002.

** The New REV Holdings Notes are excluded from the table above since there is
no active trading market for the New REV Holdings Notes and therefore the
Company is unable to assess the fair market value at this time. The New REV
Holdings Notes mature on February 1, 2004 and have a face value of $80.5.

EFFECT OF NEW ACCOUNTING STANDARD

     In April 2001, the EITF reached a consensus on EITF 00-25, "Vendor Income
Statement Characterization of Consideration to a Purchaser of the Vendor's
Products or Services." The consensus addresses the Statement of Operations
classification of consideration from a vendor to a reseller. While the Company
has not completed its evaluation of the effect of this consensus, it is not
expected to have a significant effect on the Company's consolidated financial
statements.

SUBSEQUENT EVENTS

         In the fourth quarter of 2000, Products Corporation listed for sale the
Aoyama Property. In April 2001, Products Corporation completed the disposition
of the Aoyama Property for approximately $28. The proceeds will be used for
general corporate purposes, including payments to fund the Company's
restructuring plans.


                                       16
<PAGE>

                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)


     In March 2001, Products Corporation entered into an agreement to sell its
Phoenix facility and lease it back for a certain period of time. On May 1, 2001,
Products Corporation completed the disposition of the Phoenix facility for
approximately $7. The proceeds will be used for general corporate purposes,
including payments to fund the Company's restructuring plans.

FORWARD-LOOKING STATEMENTS

     This quarterly report on Form 10-Q for the quarter ended March 31, 2001 as
well as other public documents and statements of the Company contains
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 as to: the introduction of new products;
future financial performance; the effect on sales of the reduction of overall
U.S. customer inventories including the timing thereof; the effect on sales of
political and/or economic conditions, adverse currency fluctuations and
competitive activities; the Company's estimate of restructuring activities,
restructuring costs and benefits; the Company's plans with respect to and
estimate of the timing of the shutdown of its Phoenix manufacturing operation,
the charges, the cash cost and the annual savings resulting from plant
shutdowns; the Company's expectation that its new trade terms for its U.S.
customers will increase consumption of its products, drive market growth, result
in more efficient ordering and shipping and reduce returns; the Company's
expectations regarding uses of funds including purchases of permanent displays
and capital expenditures; the availability of raw materials and components; the
Company's qualitative and quantitative estimates as to market risk sensitive
instruments; the Company's expectations about the effects of the transition to
the Euro; the Company's intent to pursue the sale of certain non-core assets;
the Company's expectation regarding sources of funds including cash flow from
operations, the availability of funds from currently available credit
facilities, net proceeds from the sale of certain non-core assets, capital
contributions or loans from affiliates or advances under the Keepwell Agreement
and the sale of additional assets or operations of the Company or additional
shares of Revlon, Inc. or the sale of equity securities of REV Holdings; and the
effect of the adoption of certain accounting standards. 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 the Company undertakes
no obligation to update them. 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 in developing and introducing new products or failure of
customers to accept new product offerings; (ii) changes in consumer preferences,
including reduced consumer demand for the Company's color cosmetics and other
current products; (iii) unanticipated costs or difficulties or delays in
completing projects associated with the Company's strategy to improve operating
efficiencies; (iv) lower than expected cash flow from operations, the inability
to secure capital contributions or loans from affiliates or advances under the
Keepwell Agreement or sell additional assets or operations of the Company or
additional shares of Revlon, Inc. or equity securities of REV Holdings or the
availability of funds under the Credit Agreement; (v) effects of and changes in
political and/or economic conditions, including inflation and monetary
conditions, and in trade, monetary, fiscal and tax policies in international
markets, including but not limited to Brazil; (vi) actions by competitors,
including business combinations, technological breakthroughs, new products
offerings and marketing and promotional successes; (vii) combinations among
significant customers or the loss, insolvency or failure to pay debts by a
significant customer or customers; (viii) lower than expected sales as a result
of the reduction of overall U.S. customer inventories; (ix) difficulties, delays
or unanticipated costs or less than expected savings and other benefits
resulting from the Company's restructuring activities; (x) difficulties or
delays in implementing, higher than expected charges and cash

                                       17
<PAGE>



                       REV HOLDINGS INC. AND SUBSIDIARIES
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS
                              (DOLLARS IN MILLIONS)


costs or lower than expected savings from the shutdown of manufacturing
operations in Phoenix; (xi) difficulties or delays in implementing or achieving
the intended results of the new trade terms including increased consumption,
market growth and lower returns or unexpected consequences from the
implementation of the new trade terms including the possible effect on sales;
(xii) interest rate or foreign exchange rate changes affecting the Company and
its market sensitive financial instruments; (xiii) difficulties, delays or
unanticipated costs associated with the transition to the Euro; (xiv)
difficulties or delays in sourcing raw materials or components; (xv)
difficulties or delays in pursuing the sale of one or more non-core assets, the
inability to consummate such sales or to secure the expected level of proceeds
from such sales; and (xvi) the effects of the adoption of certain new accounting
standards.

PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS - NONE
         (B)      REPORTS ON FORM 8-K - NONE

                               S I G N A T U R E S


     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.

                                    REV HOLDINGS INC.
                                    -----------------
                                       Registrant

                          By: /s/ Todd J. Slotkin
                          -------------------------------------------
                                  Todd J. Slotkin
                                  Executive Vice President,
                                  Chief Financial Officer
                                  and Chief Accounting Officer

Dated:  May 15, 2001

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