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UNITEDSTATES SECURITIES AND EXCHANGECOMMISSION

Washington, D.C.20549

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FORM10-Q

(MarkOne)

    QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period endedSeptember  30,2006

OR

    TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the transition period from______________ to ______________

Commission File Number: 333-23451

REVHOLDINGS LLC

(Exact name ofregistrant as specified in itscharter)

|                                                              |  |  |                                    |
|--------------------------------------------------------------|--|--|------------------------------------|
| Delaware                                                     |  |  | 13-3933701                         |
| (Stateor other jurisdiction of incorporation ororganization) |  |  | (I.R.S.Employer IdentificationNo.) |
|                                                              |

|                                         |  |  |           |
|-----------------------------------------|--|--|-----------|
| 35East 62nd Street, New York, NewYork   |  |  | 10021     |
| (Addressof principal executive offices) |  |  | (ZipCode) |
|                                         |

212-572-8600

(Registrant's telephone number,including area code)

Indicate by check markwhether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.     Yes     No

Indicate by check mark whether the registrant isa large accelerated filer, an accelerated filer, or a non-acceleratedfiler. See definition of ‘‘acceleratedfiler’’ and ‘‘large acceleratedfiler’’ in Rule 12b-2 of the Exchange Act. (Checkone):

                    Large acceleratedfiler                 Accelerated filer                Non-accelerated filer        

Indicate by check mark whether theregistrant is a shell company (as defined in Rule 12b-2 of the Act).Yes     No 

As ofSeptember  30,  2006, the registrant’s entiremembership interest is held by an affiliate of MacAndrews & ForbesHoldings Inc.

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REV HOLDINGSLLC ANDSUBSIDIARIES

INDEX

|                                     |  |  |                                                                                                                                |  |        |  |  |        |  |
|-------------------------------------|--|--|--------------------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--------|--|
| PART I – FinancialInformation |  |  |                                                                                                                                |  |   |  |
| Item1.                              |  |  | FinancialStatements                                                                                                            |  |        |  |  |   |  |
|                                |  |  | ConsolidatedBalance Sheets as of September 30, 2006 (Unaudited) andDecember 31,2005                                            |  |        |  |  | 2      |  |
|                                |  |  | Unaudited ConsolidatedStatements of Operations for the Three and Nine Months EndedSeptember 30, 2006 and2005                   |  |        |  |  | 3      |  |
|                                |  |  | Unaudited ConsolidatedStatement of Member’s Deficiency and Comprehensive Loss for theNine Months Ended September 30,2006 |  |        |  |  | 4      |  |
|                                |  |  | Unaudited ConsolidatedStatements of Cash Flows for the Nine Months Ended September30, 2006 and2005                             |  |        |  |  | 5      |  |
|                                |  |  | Notes to UnauditedConsolidated Financial Statements                                                                            |  |        |  |  | 6      |  |
| Item2.                              |  |  | Management’s Discussion and Analysis of FinancialCondition and Results ofOperations                                      |  |        |  |  | 19     |  |
| Item3.                              |  |  | Quantitative and Qualitative Disclosures About MarketRisk                                                                      |  |        |  |  | 38     |  |
| Item 4.                             |  |  | Controls andProcedures                                                                                                         |  |        |  |  | 39     |  |
| PART II– Other Information    |  |  |                                                                                                                                |  |   |  |
| Item1A.                             |  |  | Risk Factors                                                                                                                   |  |        |  |  | 44     |  |
| Item6.                              |  |  | Exhibits                                                                                                                       |  |        |  |  | 44     |  |
|                                |  |  | Signatures                                                                                                                     |  |        |  |  | 45     |  |
|                                     |

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Table of Contents

PARTI – FINANCIAL INFORMATION

Item 1.    FinancialStatements

REV HOLDINGS LLC AND SUBSIDIARIESCONSOLIDATEDBALANCE SHEETS(dollars inmillions)

|                                                                                                                                           |  |  |                   |   |          |                 |  |  |  |   |          |   |
|-------------------------------------------------------------------------------------------------------------------------------------------|--|--|-------------------|---|----------|-----------------|--|--|--|---|----------|---|
|                                                                                                                                      |  |  | September30, 2006 |   |          | December31,2005 |
|                                                                                                                                      |  |  | (Unaudited)       |   |          |            |
| ASSETS                                                                                                                                    |  |  |                   |   |     |                 |  |  |  |   |     |   |
| Currentassets:                                                                                                                            |  |  |                   |   |     |                 |  |  |  |   |     |   |
| Cash andcashequivalents                                                                                                                   |  |  |                   | $ | 23.9     |                 |  |  |  | $ | 32.5     |   |
| Tradereceivables, less allowances of $14.4 and $18.9 as of    September  30,  2006 and December31,  2005,respectively |  |  |                   |   | 166.9    |                 |  |  |  |   | 282.2    |   |
| Inventories                                                                                                                               |  |  |                   |   | 206.9    |                 |  |  |  |   | 220.6    |   |
| Prepaidexpenses andother                                                                                                                  |  |  |                   |   | 56.5     |                 |  |  |  |   | 56.7     |   |
| Totalcurrent assets                                                                                                                       |  |  |                   |   | 454.2    |                 |  |  |  |   | 592.0    |   |
| Property,plant and equipment,net                                                                                                          |  |  |                   |   | 119.1    |                 |  |  |  |   | 119.7    |   |
| Otherassets                                                                                                                               |  |  |                   |   | 166.6    |                 |  |  |  |   | 146.8    |   |
| Goodwill,net                                                                                                                              |  |  |                   |   | 186.1    |                 |  |  |  |   | 186.0    |   |
| Totalassets                                                                                                                               |  |  |                   | $ | 926.0    |                 |  |  |  | $ | 1,044.5  |   |
| LIABILITIESAND MEMBER’SDEFICIENCY                                                                                                   |  |  |                   |   |     |                 |  |  |  |   |     |   |
| Currentliabilities:                                                                                                                       |  |  |                   |   |     |                 |  |  |  |   |     |   |
| Short-termborrowings                                                                                                                      |  |  |                   | $ | 10.2     |                 |  |  |  | $ | 9.0      |   |
| Currentportion of long-termdebt                                                                                                           |  |  |                   |   | 26.6     |                 |  |  |  |   | —  |   |
| Current portionof long-term debt –affiliates                                                                                        |  |  |                   |   | 6.0      |                 |  |  |  |   | —  |   |
| Accountspayable                                                                                                                           |  |  |                   |   | 99.8     |                 |  |  |  |   | 133.1    |   |
| Accrued expensesandother                                                                                                                  |  |  |                   |   | 344.1    |                 |  |  |  |   | 329.4    |   |
| Totalcurrentliabilities                                                                                                                   |  |  |                   |   | 486.7    |                 |  |  |  |   | 471.5    |   |
| Long-termdebt                                                                                                                             |  |  |                   |   | 1,446.8  |                 |  |  |  |   | 1,431.9  |   |
| Long-term debt–affiliates                                                                                                           |  |  |                   |   | —  |                 |  |  |  |   | 3.6      |   |
| Otherlong-termliabilities                                                                                                                 |  |  |                   |   | 249.1    |                 |  |  |  |   | 263.7    |   |
| Member’sdeficiency:                                                                                                                 |  |  |                   |   |     |                 |  |  |  |   |     |   |
| Member’sinterest                                                                                                                    |  |  |                   |   | —  |                 |  |  |  |   | —  |   |
| Additionalpaid-in capital                                                                                                                 |  |  |                   |   | 1,026.1  |                 |  |  |  |   | 948.9    |   |
| Accumulateddeficit                                                                                                                        |  |  |                   |   | (2,159.2 | )               |  |  |  |   | (1,953.4 | ) |
| Accumulatedother comprehensiveloss                                                                                                        |  |  |                   |   | (123.5   | )               |  |  |  |   | (121.7   | ) |
| Totalmember’sdeficiency                                                                                                             |  |  |                   |   | (1,256.6 | )               |  |  |  |   | (1,126.2 | ) |
| Totalliabilities and member’sdeficiency                                                                                             |  |  |                   | $ | 926.0    |                 |  |  |  | $ | 1,044.5  |   |
|                                                                                                                                           |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

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Table of Contents

REV HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OFOPERATIONS(dollars inmillions)

|                                            |  |  |                                 |   |         |                               |  |  |      |   |         |      |  |  |  |   |        |   |  |  |  |   |         |   |
|--------------------------------------------|--|--|---------------------------------|---|---------|-------------------------------|--|--|------|---|---------|------|--|--|--|---|--------|---|--|--|--|---|---------|---|
|                                       |  |  | ThreeMonths Ended September 30, |   |         | Nine Months EndedSeptember30, |
|                                       |  |  | 2006                            |   |         | 2005                          |  |  | 2006 |   |         | 2005 |
| Netsales                                   |  |  |                                 | $ | 305.9   |                               |  |  |      | $ | 275.3   |      |  |  |  | $ | 952.5  |   |  |  |  | $ | 894.5   |   |
| Costofsales                                |  |  |                                 |   | 148.9   |                               |  |  |      |   | 117.0   |      |  |  |  |   | 404.2  |   |  |  |  |   | 350.1   |   |
| Grossprofit                                |  |  |                                 |   | 157.0   |                               |  |  |      |   | 158.3   |      |  |  |  |   | 548.3  |   |  |  |  |   | 544.4   |   |
| Selling,general and administrativeexpenses |  |  |                                 |   | 200.4   |                               |  |  |      |   | 190.6   |      |  |  |  |   | 645.4  |   |  |  |  |   | 577.7   |   |
| Restructuringcosts and other,net           |  |  |                                 |   | 13.8    |                               |  |  |      |   | — |      |  |  |  |   | 23.3   |   |  |  |  |   | 1.5     |   |
| Operatingloss                              |  |  |                                 |   | (57.2   | )                             |  |  |      |   | (32.3   | )    |  |  |  |   | (120.4 | ) |  |  |  |   | (34.8   | ) |
| Otherexpenses(income):                     |  |  |                                 |   |    |                               |  |  |      |   |    |      |  |  |  |   |   |   |  |  |  |   |    |   |
| Interestexpense                            |  |  |                                 |   | 38.9    |                               |  |  |      |   | 33.8    |      |  |  |  |   | 111.2  |   |  |  |  |   | 96.5    |   |
| Interestincome                             |  |  |                                 |   | (0.2    | )                             |  |  |      |   | (1.4    | )    |  |  |  |   | (1.0   | ) |  |  |  |   | (4.8    | ) |
| Amortizationof debt issuancecosts          |  |  |                                 |   | 2.0     |                               |  |  |      |   | 1.8     |      |  |  |  |   | 5.6    |   |  |  |  |   | 5.1     |   |
| Foreigncurrency gains,net                  |  |  |                                 |   | (0.2    | )                             |  |  |      |   | (2.7    | )    |  |  |  |   | (1.4   | ) |  |  |  |   | (1.4    | ) |
| Gainon issuance of subsidiary stock,net    |  |  |                                 |   | — |                               |  |  |      |   | — |      |  |  |  |   | (41.9  | ) |  |  |  |   | — |   |
| Losson early extinguishment ofdebt         |  |  |                                 |   | — |                               |  |  |      |   | — |      |  |  |  |   | 0.4    |   |  |  |  |   | 9.0     |   |
| Miscellaneous,net                          |  |  |                                 |   | 0.1     |                               |  |  |      |   | (0.1    | )    |  |  |  |   | 0.5    |   |  |  |  |   | 1.5     |   |
| Otherexpenses,net                          |  |  |                                 |   | 40.6    |                               |  |  |      |   | 31.4    |      |  |  |  |   | 73.4   |   |  |  |  |   | 105.9   |   |
| Lossbefore incometaxes                     |  |  |                                 |   | (97.8   | )                             |  |  |      |   | (63.7   | )    |  |  |  |   | (193.8 | ) |  |  |  |   | (140.7  | ) |
| Provisionfor incometaxes                   |  |  |                                 |   | 3.3     |                               |  |  |      |   | 2.3     |      |  |  |  |   | 12.0   |   |  |  |  |   | 9.2     |   |
| Netloss                                    |  |  |                                 | $ | (101.1  | )                             |  |  |      | $ | (66.0   | )    |  |  |  | $ | (205.8 | ) |  |  |  | $ | (149.9  | ) |
|                                            |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

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Table of Contents

REV HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENT OF MEMBER’SDEFICIENCYAND COMPREHENSIVE LOSS(dollars inmillions)

|                                                                                                                                                          |  |  |                           |   |         |                    |  |  |                                   |   |          |                               |  |  |  |   |        |   |  |  |  |   |          |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|---------------------------|---|---------|--------------------|--|--|-----------------------------------|---|----------|-------------------------------|--|--|--|---|--------|---|--|--|--|---|----------|---|
|                                                                                                                                                     |  |  | AdditionalPaid-In-Capital |   |         | AccumulatedDeficit |  |  | AccumulatedOtherComprehensiveLoss |   |          | TotalMember’sDeficiency |
| Balance,January  1,2006                                                                                                                                  |  |  |                           | $ | 948.9   |                    |  |  |                                   | $ | (1,953.4 | )                             |  |  |  | $ | (121.7 | ) |  |  |  | $ | (1,126.2 | ) |
| Netproceeds from RightsOffering                                                                                                                          |  |  |                           |   | 65.5    |                    |  |  |                                   |   |     |                               |  |  |  |   |   |   |  |  |  |   | 65.5     |   |
| Stockoptioncompensation                                                                                                                                  |  |  |                           |   | 6.5     |                    |  |  |                                   |   |     |                               |  |  |  |   |   |   |  |  |  |   | 6.5      |   |
| Amortizationof deferred compensation for restrictedstock                                                                                                 |  |  |                           |   | 5.2     |                    |  |  |                                   |   |     |                               |  |  |  |   |   |   |  |  |  |   | 5.2      |   |
| Comprehensiveloss:                                                                                                                                       |  |  |                           |   |    |                    |  |  |                                   |   |     |                               |  |  |  |   |   |   |  |  |  |   |     |   |
| Netloss                                                                                                                                                  |  |  |                           |   |    |                    |  |  |                                   |   | (205.8   | )                             |  |  |  |   |   |   |  |  |  |   | (205.8   | ) |
|         Revaluationof foreign currency         forward exchangecontracts |  |  |                           |   |    |                    |  |  |                                   |   |     |                               |  |  |  |   | 0.8    |   |  |  |  |   | 0.8      |   |
| Currencytranslationadjustment                                                                                                                            |  |  |                           |   |    |                    |  |  |                                   |   |     |                               |  |  |  |   | (2.6   | ) |  |  |  |   | (2.6     | ) |
| Totalcomprehensiveloss                                                                                                                                   |  |  |                           |   |    |                    |  |  |                                   |   |     |                               |  |  |  |   |   |   |  |  |  |   | (207.6   | ) |
| Balance,September  30,2006                                                                                                                               |  |  |                           | $ | 1,026.1 |                    |  |  |                                   | $ | (2,159.2 | )                             |  |  |  | $ | (123.5 | ) |  |  |  | $ | (1,256.6 | ) |
|                                                                                                                                                          |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

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Table of Contents

REV HOLDINGS LLC ANDSUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS(dollars inmillions)

|                                                                                      |  |  |                              |   |         |      |  |  |  |   |         |   |
|--------------------------------------------------------------------------------------|--|--|------------------------------|---|---------|------|--|--|--|---|---------|---|
|                                                                                 |  |  | NineMonths EndedSeptember30, |
|                                                                                 |  |  | 2006                         |   |         | 2005 |
| CASHFLOWS FROM OPERATINGACTIVITIES:                                                  |  |  |                              |   |    |      |  |  |  |   |    |   |
| Netloss                                                                              |  |  |                              | $ | (205.8  | )    |  |  |  | $ | (149.9  | ) |
| Adjustmentsto reconcile net loss to net cash used in operatingactivities:            |  |  |                              |   |    |      |  |  |  |   |    |   |
| Depreciationandamortization                                                          |  |  |                              |   | 84.2    |      |  |  |  |   | 75.3    |   |
| Amortizationof debtdiscount                                                          |  |  |                              |   | 0.4     |      |  |  |  |   | 0.1     |   |
| Stockcompensationamortization                                                        |  |  |                              |   | 11.7    |      |  |  |  |   | 4.4     |   |
| Loss onearly extinguishment ofdebt                                                   |  |  |                              |   | 0.4     |      |  |  |  |   | 9.0     |   |
| Gain on issuanceof subsidiary stock,net                                              |  |  |                              |   | (41.9   | )    |  |  |  |   | — |   |
| Changein assets andliabilities:                                                      |  |  |                              |   |    |      |  |  |  |   |    |   |
| Decrease intradereceivables                                                          |  |  |                              |   | 115.5   |      |  |  |  |   | 38.4    |   |
| Decrease(increase) ininventories                                                     |  |  |                              |   | 14.1    |      |  |  |  |   | (74.6   | ) |
| Decrease(increase) in prepaid expenses and other currentassets                       |  |  |                              |   | 1.2     |      |  |  |  |   | (3.1    | ) |
| Increase(decrease) in accountspayable                                                |  |  |                              |   | (26.0   | )    |  |  |  |   | 6.5     |   |
| Decreasein accrued expenses and other currentliabilities                             |  |  |                              |   | (24.8   | )    |  |  |  |   | (3.6    | ) |
| Purchaseof permanentdisplays                                                         |  |  |                              |   | (81.4   | )    |  |  |  |   | (38.7   | ) |
| Other,net                                                                            |  |  |                              |   | 25.2    |      |  |  |  |   | 17.9    |   |
| Netcash used in operatingactivities                                                  |  |  |                              |   | (127.2  | )    |  |  |  |   | (118.3  | ) |
| CASHFLOWS FROM INVESTINGACTIVITIES:                                                  |  |  |                              |   |    |      |  |  |  |   |    |   |
| Capitalexpenditures                                                                  |  |  |                              |   | (15.5   | )    |  |  |  |   | (16.0   | ) |
| Investmentin debt defeasancetrust                                                    |  |  |                              |   | — |      |  |  |  |   | (197.9  | ) |
| Liquidationof investment in debt defeasancetrust                                     |  |  |                              |   | — |      |  |  |  |   | 197.9   |   |
| Netcash used in investingactivities                                                  |  |  |                              |   | (15.5   | )    |  |  |  |   | (16.0   | ) |
| CASHFLOWS FROM FINANCINGACTIVITIES:                                                  |  |  |                              |   |    |      |  |  |  |   |    |   |
| Net (decrease)increase in short-term borrowings andoverdraft                         |  |  |                              |   | (6.3    | )    |  |  |  |   | 15.8    |   |
| Borrowingsunder the Multi-Currency Facility,net                                      |  |  |                              |   | 50.7    |      |  |  |  |   | — |   |
| Borrowings underthe Term Loan Facility                                               |  |  |                              |   | 100.0   |      |  |  |  |   | — |   |
| Proceeds from theissuance of long-termdebt                                           |  |  |                              |   | — |      |  |  |  |   | 386.2   |   |
| Repayment oflong-term debt, including prepayment fee andpremiums                     |  |  |                              |   | (109.7  | )    |  |  |  |   | (297.9  | ) |
| Payment offinancingcosts                                                             |  |  |                              |   | (9.4    | )    |  |  |  |   | (12.0   | ) |
| Advances underthe New KeepwellAgreement                                              |  |  |                              |   | 2.4     |      |  |  |  |   | 2.4     |   |
| Net proceeds fromthe 2006 RightsOffering                                             |  |  |                              |   | 107.2   |      |  |  |  |   | — |   |
| Proceedsfrom exercise of stock options for commonstock                               |  |  |                              |   | 0.2     |      |  |  |  |   | — |   |
| Netcash provided by financingactivities                                              |  |  |                              |   | 135.1   |      |  |  |  |   | 94.5    |   |
| Effectof exchange rate changes on cash and cashequivalents                           |  |  |                              |   | (1.0    | )    |  |  |  |   | (3.3    | ) |
| Netdecrease in cash and cashequivalents                                              |  |  |                              |   | (8.6    | )    |  |  |  |   | (43.1   | ) |
| Cashand cash equivalents at beginning ofperiod                                       |  |  |                              |   | 32.5    |      |  |  |  |   | 120.8   |   |
| Cashand cash equivalents at end ofperiod                                             |  |  |                              | $ | 23.9    |      |  |  |  | $ | 77.7    |   |
| Supplementalschedule of cash flowinformation:                                        |  |  |                              |   |    |      |  |  |  |   |    |   |
| Cashpaid during the periodfor:                                                       |  |  |                              |   |    |      |  |  |  |   |    |   |
| Interest                                                                             |  |  |                              | $ | 106.4   |      |  |  |  | $ | 94.6    |   |
| Incometaxes, net ofrefunds                                                           |  |  |                              | $ | 9.1     |      |  |  |  | $ | 9.1     |   |
| Supplementalschedule of non-cash investing and financingactivities:                  |  |  |                              |   |    |      |  |  |  |   |    |   |
| Treasurystock received by Revlon, Inc. to satisfy minimum tax withholdingliabilities |  |  |                              | $ | 0.6     |      |  |  |  | $ | 0.8     |   |
|                                                                                      |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

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Table of Contents

REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

(1)    Basis ofPresentation

REV Holdings LLC (‘‘REVHoldings’’ and together with its subsidiaries, the‘‘Company’’) is a Delaware limitedliability company. REV Holdings conducts its business exclusivelythrough its indirect subsidiary, Revlon Consumer Products Corporationand its subsidiaries (‘‘ProductsCorporation’’). The Company operates in a single segmentand manufactures and sells an extensive array of cosmetics, skincare,fragrances, beauty tools, hair color, anti-perspirants/deodorants andother personal care products. The Company's principal customersinclude large mass volume retailers and chain drug and food stores, aswell as certain department stores and other specialty stores, such asperfumeries. The Company also sells consumer products to U.S. militaryexchanges and commissaries and has a licensing business, pursuant towhich the Company licenses certain of its key brand names to thirdparties for complementary beauty-related products and accessories.Products Corporation is a wholly-owned subsidiary of Revlon,Inc.

The accompanying consolidated financial statements areunaudited. In management’s opinion, all adjustments (consistingof only normal recurring adjustments) necessary for a fair presentationhave been made. The Unaudited Consolidated Financial Statements includethe accounts of the Company after elimination of all materialintercompany balances and transactions.

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the U.S. requires management to make estimates andassumptions that affect amounts of assets and liabilities anddisclosures of contingent assets and liabilities as of the date of thefinancial statements and reported amounts of revenues and expensesduring the periods presented. Actual results could differ from theseestimates. Estimates and assumptions are reviewed periodically and theeffects of revisions are reflected in the consolidated financialstatements in the period they are determined to be necessary.Significant estimates made in the accompanying Unaudited ConsolidatedFinancial Statements include, but are not limited to, allowances fordoubtful accounts, inventory valuation reserves, expected sales returnsand allowances, certain assumptions related to the recoverability ofintangible and long-lived assets, reserves for estimated taxliabilities, restructuring costs, certain estimates and assumptionsused in the calculation of the fair value of stock options issued toemployees and the derived compensation expense and certain estimatesregarding the calculation of the net periodic benefit costs and theprojected benefit obligation for the Company’s pension and otherpost-retirement plans. The Unaudited Consolidated Financial Statementsshould be read in conjunction with the consolidated financialstatements and related notes contained in REV Holdings’ AnnualReport on Form 10-K for the year ended December  31,  2005.All terms not defined elsewhere herein have the same meaning ascribedto them in REV Holdings’ Annual Report on Form 10-K for the yearended December  31,  2005.

As of September30,  2006, REV Holdings owned 20,819,333 shares of Class A CommonStock of Revlon, Inc. (‘‘Class A CommonStock’’) and 31,250,000 shares of Revlon, Inc. Class BCommon Stock (the ‘‘Class B Common Stock’’ and,together with the Class A Common Stock, the ‘‘CommonStock’’). The REV Holdings membership interest is ownedby its sole member, Revlon Holdings LLC (‘‘RevlonHoldings’’), whose membership interest, in turn, is ownedindirectly by MacAndrews & Forbes Holdings Inc.(‘‘MacAndrews & Forbes Holdings’’ and,together with its affiliates, other than the Company,‘‘MacAndrews & Forbes’’), a corporationwholly owned by Ronald O. Perelman. As of September  30,2006, MacAndrews & Forbes Holdings beneficially owned approximately60% of the Common Stock (representing approximately 76%of the combined voting power of the Common Stock).

In accordancewith Accounting Research Bulletin No. 51, the Company does not reflectthe minority owners’ interest in Revlon, Inc. on theaccompanying Consolidated Financial Statements because the lossesapplicable to the minority interest have exceeded the minority interestin the equity capital of Revlon, Inc. and there is no obligation of theminority interest to make good such losses.

The results ofoperations and financial position, including working capital, forinterim periods are not necessarily indicative of those to be expectedfor a full year.

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

Certain prior year amounts have beenreclassified to conform to the current period's presentation,including the transfer, during the second quarter of 2006, ofmanagement responsibility for the Company’s Canadian operationsfrom the Company’s North American operations to the Europeanregion of its international operations.

Stock-BasedCompensation

Prior to January  1,  2006(including the three- and nine-month periods ended September30,  2005), the Company applied the intrinsic value method asoutlined in Accounting Principles Board(‘‘APB’’) Opinion No. 25,‘‘Accounting for Stock Issued toEmployees’’ (‘‘APB No. 25’’)and related interpretations in accounting for stock options granted.Under the intrinsic value method, no compensation expense wasrecognized in fiscal periods ended prior to January  1,2006 if the exercise price of the Company’s employee stockoptions was greater than or equal to the market price of Revlon,Inc.’s Class A common stock, par value of $0.01 per share on thedate of the grant. Since all options granted under Revlon,Inc.’s Stock Plan (as hereinafter defined) had an exercise priceequal to the market value of the underlying Class A Common Stock on thedate of grant, no compensation expense was recognized in theaccompanying consolidated statements of operations for the fiscalperiods ended on or before December  31,  2005 (includingthe three- and nine-month periods ended September  30,2005) on stock options granted to employees.

EffectiveJanuary  1,  2006, the Company adopted Statement ofFinancial Accounting Standards (‘‘SFAS’’)No. 123(R), ‘‘Share-Based Payment’’(‘‘SFAS No. 123(R)’’). This statementreplaces SFAS No. 123, ‘‘Accounting forStock-Based Compensation’’ (‘‘SFAS No.123’’) and supersedes APB No. 25. SFAS No. 123(R),requires that effective for fiscal periods ending after December31,  2005 all stock-based compensation be recognized as anexpense, net of the effect of expected forfeitures, in the financialstatements and that such expense be measured at the fair value of theCompany’s stock-based awards and generally recognized over thegrantee’s required service period. The Company uses the modifiedprospective method of application, which requires recognition ofcompensation expense on a prospective basis. Therefore, theCompany’s financial statements for fiscal periods ended on orbefore December  31,  2005 have not been restated toreflect compensation expense in respect of awards of stock optionsunder the Stock Plan. Under this method, in addition to reflectingcompensation expense for new share-based awards granted on or afterJanuary  1,  2006, expense is also recognized to reflectthe remaining service period (generally, the vesting period of theaward) of awards that had been included in the Company’s proforma disclosures in fiscal periods ended on or before December31,  2005. SFAS No. 123(R) also requires that excesstax benefits related to stock option exercises be reflected asfinancing cash inflows instead of operating cash inflows. For thenine-month period ended September  30,  2006, noadjustments have been made to the cash flow statement, as any excesstax benefits that would have been realized have been fully providedfor, given the Company’s historical losses and deferred taxvaluation allowance.

Recent AccountingPronouncements

In June  2006, the FASB issuedFinancial Interpretation Number (‘‘FIN’’)48, ‘‘Accounting for Uncertainty in Income Taxes –an interpretation of SFAS No. 109’’. This interpretationclarifies the accounting for uncertainty in income taxes recognized inan enterprise’s financial statements in accordance with FASBStatement No. 109, Accounting for Income Taxes. FIN 48 prescribes arecognition threshold and measurement attribute for the financialstatement recognition and measurement of a tax position taken orexpected to be taken in a tax return. FIN 48 also provides guidance onderecognition, classification, interest and penalties, accounting ininterim periods, disclosure and transition. The provisions of FIN 48are effective for fiscal years beginning after December15,  2006. The Company is currently evaluating the impact thatFIN 48 could have on its results of operations or financialcondition.

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

In September 2006, the FASB issuedSFAS No. 157, ‘‘Fair ValueMeasurements.’’ This statement clarifies the definitionof fair value of assets and liabilities, establishes a framework formeasuring fair value of assets and liabilities, and expands thedisclosures on fair value measurements. SFAS No. 157 iseffective for fiscal years beginning after November 15, 2007.The Company is currently evaluating the impact that SFAS No. 157 couldhave on its results of operations or financial condition.

InSeptember  2006, the FASB issued SFAS No. 158,‘‘Employers’ Accounting for Defined BenefitPension and Other Postretirement Plans – an amendment of FASBStatement Nos. 87, 88, 106, and 132(R)’’. This Statementrequires an employer to recognize the overfunded or underfunded statusof a defined benefit post-retirement plan (other than a multi-employerplan) as an asset or liability in its statement of financial positionand to recognize changes in that funded status in the year in which thechanges occur through other comprehensive income of a business entity.An employer with publicly traded equity securities is required toinitially recognize the funded status of a defined benefitpost-retirement plan and to provide the required disclosures as of theend of its fiscal years ending after December  15,  2006.SFAS No. 158 also requires an employer to measure plan assets andbenefit obligations as of the date of the employer’s fiscalyear-end statement of financial position. This requirement is effectivefor fiscal years ending after December  15,  2008. TheCompany is currently evaluating the impact that SFAS No. 158 could haveon its results of operations or financial condition.

InSeptember  2006, the SEC issued Staff Accounting Bulletin(‘‘SAB’’) No. 108,‘‘Considering the Effects of Prior Year Misstatementswhen Quantifying Misstatements in Current Year FinancialStatements,’’ which provides interpretive guidance on theconsideration of the effects of prior year misstatements in quantifyingcurrent year misstatements for the purpose of a materiality assessment.The SEC staff believes that registrants must quantify errors using botha balance sheet and income statement approach and evaluate whethereither approach results in quantifying a misstatement that, when allrelevant quantitative and qualitative factors are considered, ismaterial. SAB No. 108 is effective for annual financialstatements covering the first fiscal year ending after November15,  2006, with earlier application encouraged for any interimperiod of the first fiscal year ending after November  15,2006, filed after the publication of SAB No. 108 (September 13, 2006).The Company is currently evaluating the impact that SAB No. 108 couldhave on its results of operations or financialcondition.

(2)    Stock Compensation Plan

Revlon, Inc.maintains an Amended and Restated Revlon, Inc. Stock Plan (the‘‘Stock Plan’’), which provides for theissuance of awards of shares of Revlon, Inc.'s Class A CommonStock in the form of stock options, stock appreciation rights andrestricted or unrestricted stock to eligible employees and directors ofRevlon, Inc. and its affiliates, including ProductsCorporation.

Stock options

Total net stockoption compensation expense includes amounts attributable to thegranting of, and the remaining requisite service period of, stockoptions issued under the Stock Plan, which awards were unvested atJanuary  1,  2006 or granted on or after such date. Netstock option compensation expense in the three- and nine-month periodsended September  30,  2006 was $2.0  million and$6.5  million (including, in each case, $1.4  million inrelation to the departure of Jack Stahl, Revlon, Inc.’s formerPresident and Chief Executive Officer, in September  2006),respectively. As of September  30,  2006, the totalunrecognized stock option compensation expense related to unvestedstock options in the aggregate was $4.1  million (which includesthe write-off of unrecognized stock option compensation related tostock options that will be forfeited as a result of terminations ofemployment after September  30,  2006 primarily related torestructuring events under the September  2006 Program (ashereinafter defined)).

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

A summary of the status of stock optiongrants under the Stock Plan as of September  30,  2006 andchanges during the nine-month period then ended is presentedbelow:

|                                  |  |  |                     |  |          |                              |  |  |  |   |         |  |
|----------------------------------|--|--|---------------------|--|----------|------------------------------|--|--|--|---|---------|--|
|                             |  |  | Shares(000’s) |  |          | WeightedAverageExercisePrice |
| Outstanding at January  1,2006   |  |  |                     |  | 33,033.1 |                              |  |  |  | $ | 4.25    |  |
| Granted                          |  |  |                     |  | 12.5     |                              |  |  |  |   | 3.05    |  |
| Exercised                        |  |  |                     |  | (47.2    | )                            |  |  |  |   | 3.02    |  |
| Forfeitedandexpired              |  |  |                     |  | (593.2   | )                            |  |  |  |   | 4.84    |  |
| Outstandingat March  31,2006     |  |  |                     |  | 32,405.2 |                              |  |  |  |   | 4.24    |  |
| Granted                          |  |  |                     |  | 10.0     |                              |  |  |  |   | 1.46    |  |
| Exercised                        |  |  |                     |  | (13.3    | )                            |  |  |  |   | 2.59    |  |
| Forfeitedandexpired              |  |  |                     |  | (1,351.8 | )                            |  |  |  |   | 3.51    |  |
| Outstandingat June  30,2006      |  |  |                     |  | 31,050.1 |                              |  |  |  |   | 4.27    |  |
| Granted                          |  |  |                     |  | —  |                              |  |  |  |   | — |  |
| Exercised                        |  |  |                     |  | —  |                              |  |  |  |   | — |  |
| Forfeitedand expired(a)          |  |  |                     |  | (2,427.1 | )                            |  |  |  |   | 3.02    |  |
| Outstandingat September  30,2006 |  |  |                     |  | 28,623.0 |                              |  |  |  |   | 4.38    |  |
|                                  |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Includesapproximately 2,427,100 shares that were forfeited during thethree-month period ended September  30,  2006 primarily inconnection with the September  2006 Program and excludes theforfeiture (resulting from terminations of employment afterSeptember  30,  2006) of approximately 1,400,000 sharesprimarily related to restructuring events under the September2006 Program. |

The weighted average grant date fair value ofoptions granted during the nine-month periods ended September30,  2006 and 2005 approximated $1.30 and $1.38, respectively,and was estimated using the Black-Scholes option valuation model withthe following weighted-average assumptions:

|                            |  |  |                              |  |  |           |
|----------------------------|--|--|------------------------------|--|--|-----------|
|                       |  |  | NineMonths EndedSeptember30, |
|                       |  |  | 2006                         |  |  | 2005      |
| Expectedlife of option(a)  |  |  | 4.75years                    |  |  | 4.75years |
| Risk-free interest rate(b) |  |  | 4.84%                        |  |  | 3.95%     |
| Expectedvolatility(c)      |  |  | 64%                          |  |  | 61%       |
| Expecteddividend yield(d)  |  |  | N/A                          |  |  | N/A       |
|                            |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------|
| (a) | Theexpected life of an option is calculated using a formula based on thevesting term and contractual life of theoption. |

|     |                                                                                                                                                                                          |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | The risk-free interest rate is basedupon the rate in effect at the time of the option grant on a zerocoupon U.S. Treasury bill for periods approximating the expected lifeof the option. |

|     |                                                                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Expected volatility is basedon the daily historical volatility of the NYSE closing price of Revlon,Inc.’s Class A Common Stock price over the expected life of theoption. |

|     |                                                                                                                                                                               |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (d) | Assumes a dividend rate of nil onRevlon, Inc.’s Class A Common Stock for options granted duringthe nine-month periods ended September  30,  2006 and 2005,respectively. |

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

The following table summarizes informationabout the Stock Plan's options outstanding at September30,  2006:

|                         |  |  |                              |  |          |                               |  |  |                              |  |        |                              |  |  |                              |   |        |  |  |  |  |  |          |  |  |  |  |   |        |  |
|-------------------------|--|--|------------------------------|--|----------|-------------------------------|--|--|------------------------------|--|--------|------------------------------|--|--|------------------------------|---|--------|--|--|--|--|--|----------|--|--|--|--|---|--------|--|
|                    |  |  | Outstanding                  |  |          | Exercisable                   |
| Rangeof Exercise Prices |  |  | NumberofOptions(000’s) |  |          | WeightedAverageYearsRemaining |  |  | WeightedAverageExercisePrice |  |        | NumberofOptions(000’s) |  |  | WeightedAverageExercisePrice |
| $1.46to$3.78            |  |  |                              |  | 25,414.9 |                               |  |  |                              |  | 4.83   |                              |  |  |                              | $ | 2.99   |  |  |  |  |  | 13,131.8 |  |  |  |  | $ | 3.07   |  |
| 3.82to6.88              |  |  |                              |  | 1,397.6  |                               |  |  |                              |  | 5.11   |                              |  |  |                              |   | 4.83   |  |  |  |  |  | 997.6    |  |  |  |  |   | 5.24   |  |
| 7.06to15.00             |  |  |                              |  | 988.5    |                               |  |  |                              |  | 3.13   |                              |  |  |                              |   | 10.62  |  |  |  |  |  | 988.5    |  |  |  |  |   | 10.62  |  |
| 18.50to50.00            |  |  |                              |  | 822.0    |                               |  |  |                              |  | 1.19   |                              |  |  |                              |   | 38.88  |  |  |  |  |  | 822.0    |  |  |  |  |   | 38.88  |  |
| 1.46to50.00             |  |  |                              |  | 28,623.0 |                               |  |  |                              |  |   |                              |  |  |                              |   |   |  |  |  |  |  | 15,939.9 |  |  |  |  |   |   |  |
|                         |

Restrictedstock awards 

The Stock Plan allows for awards ofrestricted stock to employees and directors of Revlon, Inc. and itsaffiliates, including Products Corporation. The restricted stock awardsoutstanding at September  30,  2006 vest over serviceperiods that range from three to five years.

A summary of thestatus of grants of restricted stock under the Stock Plan andSupplemental Stock Plan (as hereinafter defined) as of September30,  2006 and changes during the nine-month period then ended ispresentedbelow:

|                                  |  |  |                     |  |          |   |
|----------------------------------|--|--|---------------------|--|----------|---|
|                             |  |  | Shares(000’s) |
| Outstanding at January1,2006     |  |  |                     |  | 3,810.0  |   |
| Granted                          |  |  |                     |  | —  |   |
| Vested(a)                        |  |  |                     |  | (300.0   | ) |
| Forfeited andexpired             |  |  |                     |  | —  |   |
| Outstandingat March  31,2006     |  |  |                     |  | 3,510.0  |   |
| Granted                          |  |  |                     |  | —  |   |
| Vested(a)(b)                     |  |  |                     |  | (1,421.7 | ) |
| Forfeited andexpired             |  |  |                     |  | (63.3    | ) |
| Outstandingat June  30,2006      |  |  |                     |  | 2,025.0  |   |
| Granted                          |  |  |                     |  | —  |   |
| Vested(a)(b)(c)                  |  |  |                     |  | (150.0   | ) |
| Forfeited and expired(d)         |  |  |                     |  | (90.0    | ) |
| Outstandingat September  30,2006 |  |  |                     |  | 1,785.0  |   |
|                                  |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                      |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Ofthe amount vested during the three-month period ended March31,  2006, 17,594 shares were withheld by Revlon, Inc. to satisfya certain grantee’s minimum withholding tax requirements. (Seediscussion under ‘‘Treasury Stock’’below). |

|     |                                                                                                                                                                                                                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Of the amount vested during thethree- and six-month periods ended June  30,  2006, 156,857and 174,451 shares, respectively, were withheld by Revlon, Inc. tosatisfy certain grantees’ minimum withholding tax requirements.(See discussion under ‘‘Treasury Stock’’below). |

|     |                                                                                                                                                                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Of the amount vested during thethree- and nine-month periods ended September  30,  2006,18,900 and 193,351 shares, respectively, were withheld by Revlon, Inc.to satisfy certain grantees’ minimum withholding taxrequirements. (See discussion under ‘‘TreasuryStock’’ below). |

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

|     |                                                                                                                                                                                                                                                                                       |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (d) | Includes 90,002 sharesthat were forfeited in connection with the September  2006Program and excludes the forfeiture (resulting from terminations ofemployment after September  30,  2006) of 163,334 sharesprimarily related to restructuring events under the September2006 Program. |

In 2002, Revlon, Inc. adopted the Revlon, Inc.2002 Supplemental Stock Plan (the ‘‘Supplemental StockPlan’’), the purpose of which was to provide Mr.Stahl, the sole eligible participant under the Supplemental Stock Plan,with inducement awards to entice him to join Revlon, Inc. TheSupplemental Stock Plan covers 530,000 shares of Class A Common Stock.All of the 530,000 shares were issued in the form of restricted sharesof Class A Common Stock to Mr.  Stahl in February  2002.The terms of the Supplemental Stock Plan and the foregoing grant ofrestricted shares to Mr.  Stahl are substantially the same as theterms and grants under the Stock Plan. Pursuant to the terms of theSupplemental Stock Plan, such grant was made conditioned upon hisexecution of Revlon, Inc.’s standard Employee Agreement as toConfidentiality and Non-Competition.

Generally, no dividendswill be paid on unvested restricted stock, provided, however, that inconnection with the 2002 grants to Mr.  Stahl of 470,000 sharesof restricted stock under the Stock Plan and 530,000 shares ofrestricted stock under the Supplemental Stock Plan (of which anaggregate 500,000 shares of restricted stock from both plans remainedunvested at September  30,  2006), in the event any cash orin-kind distributions are made in respect of Common Stock prior to thelapse of the restrictions on such shares, such dividends will be heldby the Company and paid to Mr.  Stahl when and if suchrestrictions lapse.

In connection with the departure ofMr.  Stahl from Revlon, Inc., pursuant to the terms of hisseparation agreement, the Company incurred charges of $3.2million in the third quarter of 2006 within selling, general andadministrative expenses (‘‘SG&A’’) forthe accelerated amortization of his unvested stock options and unvestedrestricted stock. In addition, as a result of Mr.  Stahl’sdeparture, pursuant to the terms of his employment agreement$6.2  million of other severance charges were also recordedwithin SG&A.

The Company recognizes non-cash compensationexpense related to restricted stock awards under the Stock Plan andSupplemental Stock Plan using the straight-line method over theremaining service period. The Company recorded compensation expenserelated to restricted stock awards under the Stock Plan andSupplemental Stock Plan of $5.2  million and $4.2  millionduring the nine-month periods ended September  30,  2006and 2005, respectively. The deferred stock-based compensation relatedto restricted stock awards is $0.3  million at September30,  2006 (which includes the write-off of deferred stock-basedcompensation related to restricted share awards that will be forfeitedas a result of terminations of employment after September30,  2006 primarily related to restructuring events under theSeptember  2006 Program). At September  30,  2006,there were 1,785,002 shares of unvested restricted stock under theStock Plan and the Supplemental Stock Plan.

Treasurystock

In the first, second and third fiscal quarters of2006, certain executives, in lieu of paying withholding taxes on thevesting of certain restricted stock, authorized the withholding of anaggregate 17,594, 156,857 and 18,900 shares, respectively, of Revlon,Inc. Class A Common Stock to satisfy the minimum statutory taxwithholding requirements related to such vesting in accordance with theshare withholding provisions of the Stock Plan. These shares wererecorded as treasury stock by Revlon, Inc. using the cost method, at$3.56, $3.16 and $1.28 per share, respectively, the market price on therespective vesting dates, for a total of approximately $0.1million, $0.5  million and nil,respectively.

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

Pro forma net loss

Priorto the Company's adoption of SFAS No. 123(R), SFAS No. 123required that the Company provide pro forma information regarding netloss as if compensation expense for the Company's stock-basedawards had been determined in accordance with the fair value methodprescribed therein. The Company had previously adopted the disclosureportion of SFAS No. 148, ‘‘Accounting for Stock-BasedCompensation – Transition and Disclosure, an amendment of FASBStatements No. 123’’ (‘‘SFAS No.148’’), requiring quarterly SFAS No. 123 pro formadisclosure. The pro forma charge for compensation expense related tostock-based awards granted was recognized over the service period. Forstock options, the service period represents the period of time betweenthe date of grant and the date each stock option becomes exercisablewithout consideration of acceleration provisions (e.g., retirement,change of control and similar types of acceleration events).

Thefollowing table illustrates the effect on net loss as if the Companyhad applied the fair value method to its stock-based compensation underthe disclosure provisions of SFAS No. 123 and amended disclosureprovisions of SFAS No.148:

|                                                                                                              |  |  |                                    |   |       |                                    |  |  |  |   |        |   |
|--------------------------------------------------------------------------------------------------------------|--|--|------------------------------------|---|-------|------------------------------------|--|--|--|---|--------|---|
|                                                                                                         |  |  | ThreeMonthsEndedSeptember 30, 2005 |   |       | Nine MonthsEndedSeptember 30, 2005 |
| Net loss asreported                                                                                          |  |  |                                    | $ | (66.0 | )                                  |  |  |  | $ | (149.9 | ) |
| Add:Stock-based employee compensation expense included in reported netloss                                   |  |  |                                    |   | 1.3   |                                    |  |  |  |   | 4.4    |   |
| Deduct: Totalstock-based employee compensation expense determined under fair valuebased method for allawards |  |  |                                    |   | (5.7  | )                                  |  |  |  |   | (16.6  | ) |
| Proforma netloss                                                                                             |  |  |                                    | $ | (70.4 | )                                  |  |  |  | $ | (162.1 | ) |
|                                                                                                              |

(3)    Post-retirementBenefits

Revlon, Inc. sponsors pension plans and certain otherpost-retirement benefit plans for a substantial portion of its U.S.employees, as well as certain other non-U.S. employees. Relevantaspects of these plans are disclosed in REV Holdings’ AnnualReport on Form 10-K for the year ended December  31,  2005.Currently, Revlon, Inc. expects to contribute approximately$31.4  million to its pension plans and approximately $1.0million to other post-retirement plans in 2006.

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

The components of net periodic benefitcost for the pension and the other post-retirement benefit plans forthe three-month periods ended September  30,  2006 and 2005are asfollows:

|                                        |  |  |                                |   |         |                                    |  |  |      |   |         |      |  |  |  |   |         |  |  |  |  |   |         |  |
|----------------------------------------|--|--|--------------------------------|---|---------|------------------------------------|--|--|------|---|---------|------|--|--|--|---|---------|--|--|--|--|---|---------|--|
|                                   |  |  | ThreeMonths EndedSeptember 30, |
|                                   |  |  | Pension Plans                  |   |         | OtherPost-retirement Benefit Plans |
|                                   |  |  | 2006                           |   |         | 2005                               |  |  | 2006 |   |         | 2005 |
| Servicecost                            |  |  |                                | $ | 2.6     |                                    |  |  |      | $ | 2.4     |      |  |  |  | $ | — |  |  |  |  | $ | 0.1     |  |
| Interestcost                           |  |  |                                |   | 7.9     |                                    |  |  |      |   | 7.7     |      |  |  |  |   | 0.3     |  |  |  |  |   | 0.2     |  |
| Expectedreturn on planassets           |  |  |                                |   | (7.9    | )                                  |  |  |      |   | (7.1    | )    |  |  |  |   | — |  |  |  |  |   | — |  |
| Amortizationof prior servicecost       |  |  |                                |   | — |                                    |  |  |      |   | (0.1    | )    |  |  |  |   | — |  |  |  |  |   | — |  |
| Amortizationof actuarialloss           |  |  |                                |   | 1.6     |                                    |  |  |      |   | 1.8     |      |  |  |  |   | — |  |  |  |  |   | — |  |
| Curtailmentgain                        |  |  |                                |   | (0.7    | )                                  |  |  |      |   | — |      |  |  |  |   | — |  |  |  |  |   | — |  |
|                                   |  |  |                                |   | 3.5     |                                    |  |  |      |   | 4.7     |      |  |  |  |   | 0.3     |  |  |  |  |   | 0.3     |  |
| Portionallocated to Revlon HoldingsLLC |  |  |                                |   | — |                                    |  |  |      |   | — |      |  |  |  |   | — |  |  |  |  |   | — |  |
| NetPeriodic BenefitCost                |  |  |                                | $ | 3.5     |                                    |  |  |      | $ | 4.7     |      |  |  |  | $ | 0.3     |  |  |  |  | $ | 0.3     |  |
|                                        |

Thecomponents of net periodic benefit cost for the pension and the otherpost-retirement benefit plans for the nine-month periods endedSeptember  30,  2006 and 2005 are asfollows:

|                                        |  |  |                                |   |       |                                    |  |  |      |   |         |      |  |  |  |   |         |  |  |  |  |   |         |   |
|----------------------------------------|--|--|--------------------------------|---|-------|------------------------------------|--|--|------|---|---------|------|--|--|--|---|---------|--|--|--|--|---|---------|---|
|                                   |  |  | NineMonths EndedSeptember  30, |
|                                   |  |  | Pension Plans                  |   |       | OtherPost-retirement Benefit Plans |
|                                   |  |  | 2006                           |   |       | 2005                               |  |  | 2006 |   |         | 2005 |
| Servicecost                            |  |  |                                | $ | 7.8   |                                    |  |  |      | $ | 7.6     |      |  |  |  | $ | 0.1     |  |  |  |  | $ | (0.1    | ) |
| Interestcost                           |  |  |                                |   | 23.7  |                                    |  |  |      |   | 23.3    |      |  |  |  |   | 0.7     |  |  |  |  |   | 0.5     |   |
| Expectedreturn on planassets           |  |  |                                |   | (23.7 | )                                  |  |  |      |   | (21.3   | )    |  |  |  |   | — |  |  |  |  |   | — |   |
| Amortizationof prior servicecost       |  |  |                                |   | (0.2  | )                                  |  |  |      |   | (0.3    | )    |  |  |  |   | — |  |  |  |  |   | — |   |
| Amortizationof actuarialloss           |  |  |                                |   | 5.0   |                                    |  |  |      |   | 5.8     |      |  |  |  |   | — |  |  |  |  |   | — |   |
| Curtailmentgain                        |  |  |                                |   | (0.7  | )                                  |  |  |      |   | — |      |  |  |  |   | — |  |  |  |  |   | — |   |
|                                   |  |  |                                |   | 11.9  |                                    |  |  |      |   | 15.1    |      |  |  |  |   | 0.8     |  |  |  |  |   | 0.4     |   |
| Portionallocated to Revlon HoldingsLLC |  |  |                                |   | (0.1  | )                                  |  |  |      |   | (0.1    | )    |  |  |  |   | — |  |  |  |  |   | — |   |
| NetPeriodic BenefitCost                |  |  |                                | $ | 11.8  |                                    |  |  |      | $ | 15.0    |      |  |  |  | $ | 0.8     |  |  |  |  | $ | 0.4     |   |
|                                        |

(4)    Inventories

|                          |  |  |                  |   |       |                  |  |  |  |   |       |  |
|--------------------------|--|--|------------------|---|-------|------------------|--|--|--|---|-------|--|
|                     |  |  | September30,2006 |   |       | December 31,2005 |
| Rawmaterials andsupplies |  |  |                  | $ | 60.0  |                  |  |  |  | $ | 60.7  |  |
| Work-in-process          |  |  |                  |   | 18.1  |                  |  |  |  |   | 17.6  |  |
| Finishedgoods            |  |  |                  |   | 128.8 |                  |  |  |  |   | 142.3 |  |
|                     |  |  |                  | $ | 206.9 |                  |  |  |  | $ | 220.6 |  |
|                          |

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

(5)    Comprehensive Loss

Thecomponents of comprehensive loss for the three- and nine-month periodsended September  30,  2006 and 2005, respectively, are asfollows:

|                                                          |  |  |                                |   |        |                               |  |  |      |   |        |      |  |  |  |   |        |   |  |  |  |   |        |   |
|----------------------------------------------------------|--|--|--------------------------------|---|--------|-------------------------------|--|--|------|---|--------|------|--|--|--|---|--------|---|--|--|--|---|--------|---|
|                                                     |  |  | ThreeMonths EndedSeptember 30, |   |        | Nine MonthsEndedSeptember 30, |
|                                                     |  |  | 2006                           |   |        | 2005                          |  |  | 2006 |   |        | 2005 |
| Netloss                                                  |  |  |                                | $ | (101.1 | )                             |  |  |      | $ | (66.0  | )    |  |  |  | $ | (205.8 | ) |  |  |  | $ | (149.9 | ) |
| Othercomprehensive (loss)income:                         |  |  |                                |   |   |                               |  |  |      |   |   |      |  |  |  |   |   |   |  |  |  |   |   |   |
| Revaluationof foreign currency forward exchangecontracts |  |  |                                |   | 0.2    |                               |  |  |      |   | (0.4   | )    |  |  |  |   | 0.8    |   |  |  |  |   | 2.2    |   |
| Currencytranslationadjustment                            |  |  |                                |   | (2.7   | )                             |  |  |      |   | (1.5   | )    |  |  |  |   | (2.6   | ) |  |  |  |   | (6.5   | ) |
| Othercomprehensive (loss)income                          |  |  |                                |   | (2.5   | )                             |  |  |      |   | (1.9   | )    |  |  |  |   | (1.8   | ) |  |  |  |   | (4.3   | ) |
| Comprehensiveloss                                        |  |  |                                | $ | (103.6 | )                             |  |  |      | $ | (67.9  | )    |  |  |  | $ | (207.6 | ) |  |  |  | $ | (154.2 | ) |
|                                                          |

(6)    RestructuringCosts and Other, Net

During the nine-month period endedSeptember  30,  2006, the Company recorded totalrestructuring charges of approximately $23.3  million, of which$13.5  million was associated with the restructuring announced inSeptember  2006 (the ‘‘September 2006Program’’), primarily for employee severance and otheremployee-related termination costs, and approximately $10.0million was associated with the restructuring announced inFebruary  2006 (the ‘‘February 2006Program’’), primarily for employee severance and otheremployee-related termination costs.

The September  2006Program is designed to reduce costs and improve the Company’sprofit margins, largely through a broad organizational streamliningthat involved consolidating responsibilities in certain relatedfunctions and reducing layers of management to increase accountabilityand effectiveness; streamlining support functions to reflect the neworganization structure; eliminating certain senior executive positions;and consolidating various facilities.

The February  2006Program involved the consolidation of certain functions within theCompany’s sales, marketing and creative groups, as well ascertain headquarters functions, which changes were designed tostreamline internal processes and to enable the Company to continue tobe more effective and efficient in meeting the needs of its consumersand retail customers.

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

Details of the activities described aboveduring the nine-month period ended September  30,  2006 areasfollows:

|                                                |      |  |                            |         |         |              |  |  |               |   |         |                                |  |  |  |   |         |   |  |  |  |   |         |   |  |  |  |   |        |  |
|------------------------------------------------|------|--|----------------------------|---------|---------|--------------|--|--|---------------|---|---------|--------------------------------|--|--|--|---|---------|---|--|--|--|---|---------|---|--|--|--|---|--------|--|
|                                           |      |  | Balanceas ofJanuary1, 2006 |         |         | Expenses,Net |  |  | Utilized, Net |   |         | Balance as ofSeptember30, 2006 |
|                                                | Cash |  |                            | Noncash |
| Employeeseverance and other personnelbenefits: |      |  |                            |         |    |              |  |  |               |   |    |                                |  |  |  |   |    |   |  |  |  |   |    |   |  |  |  |   |   |  |
| 2003programs                                   |      |  |                            | $       | 1.2     |              |  |  |               | $ | — |                                |  |  |  | $ | (0.8    | ) |  |  |  | $ | — |   |  |  |  | $ | 0.4    |  |
| 2004programs                                   |      |  |                            |         | 2.4     |              |  |  |               |   | — |                                |  |  |  |   | (2.2    | ) |  |  |  |   | — |   |  |  |  |   | 0.2    |  |
| February2006Program                            |      |  |                            |         | — |              |  |  |               |   | 10.0    |                                |  |  |  |   | (5.1    | ) |  |  |  |   | — |   |  |  |  |   | 4.9    |  |
| September2006Program                           |      |  |                            |         | — |              |  |  |               |   | 13.5    |                                |  |  |  |   | — |   |  |  |  |   | — |   |  |  |  |   | 13.5   |  |
|                                           |      |  |                            |         | 3.6     |              |  |  |               |   | 23.5    |                                |  |  |  |   | (8.1    | ) |  |  |  |   | — |   |  |  |  |   | 19.0   |  |
| Leaseobligations                               |      |  |                            |         | 0.6     |              |  |  |               |   | (0.2    | )                              |  |  |  |   | 0.2     |   |  |  |  |   | (0.2    | ) |  |  |  |   | 0.4    |  |
|                                           |      |  |                            | $       | 4.2     |              |  |  |               | $ | 23.3    |                                |  |  |  | $ | (7.9    | ) |  |  |  | $ | (0.2    | ) |  |  |  | $ | 19.4   |  |
|                                                |

Asof September  30,  2006, the unpaid balance of therestructuring costs and other are included in ‘‘Accruedexpenses and other’’ and ‘‘Other long-termliabilities’’ in the Company's Consolidated BalanceSheets. The remaining balance at September  30,  2006 foremployee severance and other personnel benefits is $19.4million, of which $6.1  million is expected to be paid by the endof 2006 and the remaining obligations of $13.3  million areexpected to be paid through 2008.

(7)    GeographicInformation

The Company manages its business on the basis ofone reportable operating segment. The Company has operationsestablished in 16 countries outside of the U.S. and its products aresold throughout the world. Certain prior year amounts have beenreclassified to conform to the current period's presentation,including the transfer, during the second quarter of 2006, ofmanagement responsibility for the Company’s Canadian operationsfrom the Company’s North American operations to the Europeanregion of its internationaloperations.

|                 |  |  |                                |   |        |                               |  |  |      |   |        |      |  |  |  |   |        |  |  |  |  |   |        |  |
|-----------------|--|--|--------------------------------|---|--------|-------------------------------|--|--|------|---|--------|------|--|--|--|---|--------|--|--|--|--|---|--------|--|
|            |  |  | ThreeMonths EndedSeptember 30, |   |        | Nine MonthsEndedSeptember 30, |
|            |  |  | 2006                           |   |        | 2005                          |  |  | 2006 |   |        | 2005 |
| Geographicarea: |  |  |                                |   |   |                               |  |  |      |   |   |      |  |  |  |   |   |  |  |  |  |   |   |  |
| Netsales:       |  |  |                                |   |   |                               |  |  |      |   |   |      |  |  |  |   |   |  |  |  |  |   |   |  |
| UnitedStates    |  |  |                                | $ | 159.5  |                               |  |  |      | $ | 141.5  |      |  |  |  | $ | 537.8  |  |  |  |  | $ | 502.0  |  |
| International   |  |  |                                |   | 146.4  |                               |  |  |      |   | 133.8  |      |  |  |  |   | 414.7  |  |  |  |  |   | 392.5  |  |
|            |  |  |                                | $ | 305.9  |                               |  |  |      | $ | 275.3  |      |  |  |  | $ | 952.5  |  |  |  |  | $ | 894.5  |  |
|                 |

|                   |  |  |                  |   |        |                 |  |  |  |   |        |  |
|-------------------|--|--|------------------|---|--------|-----------------|--|--|--|---|--------|--|
|              |  |  | September30,2006 |   |        | December31,2005 |
| Long-livedassets: |  |  |                  |   |   |                 |  |  |  |   |   |  |
| UnitedStates      |  |  |                  | $ | 381.9  |                 |  |  |  | $ | 366.9  |  |
| International     |  |  |                  |   | 89.9   |                 |  |  |  |   | 84.8   |  |
|              |  |  |                  | $ | 471.8  |                 |  |  |  | $ | 451.7  |  |
|                   |

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

|                                   |  |  |                                |   |        |                               |  |  |      |   |        |      |  |  |  |   |        |  |  |  |  |   |        |  |
|-----------------------------------|--|--|--------------------------------|---|--------|-------------------------------|--|--|------|---|--------|------|--|--|--|---|--------|--|--|--|--|---|--------|--|
|                              |  |  | ThreeMonths EndedSeptember 30, |   |        | Nine MonthsEndedSeptember 30, |
|                              |  |  | 2006                           |   |        | 2005                          |  |  | 2006 |   |        | 2005 |
| Classesof similarproducts:        |  |  |                                |   |   |                               |  |  |      |   |   |      |  |  |  |   |   |  |  |  |  |   |   |  |
| Netsales:                         |  |  |                                |   |   |                               |  |  |      |   |   |      |  |  |  |   |   |  |  |  |  |   |   |  |
| Cosmetics,skin care andfragrances |  |  |                                | $ | 180.7  |                               |  |  |      | $ | 180.0  |      |  |  |  | $ | 594.8  |  |  |  |  | $ | 589.8  |  |
| Personalcare                      |  |  |                                |   | 125.2  |                               |  |  |      |   | 95.3   |      |  |  |  |   | 357.7  |  |  |  |  |   | 304.7  |  |
|                              |  |  |                                | $ | 305.9  |                               |  |  |      | $ | 275.3  |      |  |  |  | $ | 952.5  |  |  |  |  | $ | 894.5  |  |
|                                   |

(8)    DerivativeFinancial Instruments

The Company uses derivative financialinstruments, primarily foreign currency forward exchange contracts, toreduce the effects of fluctuations in foreign currency exchange rates.These contracts, which have been designated as cash flow hedges, wereentered into primarily to hedge anticipated inventory purchases andcertain intercompany payments denominated in foreign currencies andhave maturities of less than one year. Any unrecognized income (loss)related to these contracts is recorded in the Statement of Operationsprimarily in cost of goods sold when the underlying transactions hedgedare realized (e.g., when inventory is sold or intercompany transactionsare settled). Products Corporation enters into these contracts withcounterparties that are major financial institutions, and accordinglythe Company believes that the risk of counterparty nonperformance isremote. The notional amount of the foreign currency forward exchangecontracts outstanding at September  30,  2006 andDecember  31,  2005 was $28.9  million and$31.9  million, respectively. The fair value of the foreigncurrency forward exchange contracts outstanding at September30,  2006 and December  31,  2005 was $0.6million and $(0.2) million, respectively.

(9)    Long-termDebt

|                                                        |  |  |                  |   |         |                  |  |  |  |   |         |  |
|--------------------------------------------------------|--|--|------------------|---|---------|------------------|--|--|--|---|---------|--|
|                                                   |  |  | September30,2006 |   |         | December 31,2005 |
| 2004 CreditAgreement:                                  |  |  |                  |   |    |                  |  |  |  |   |    |  |
| Term LoanFacility due2010                              |  |  |                  | $ | 800.0   |                  |  |  |  | $ | 700.0   |  |
| Multi-CurrencyFacility due2009                         |  |  |                  |   | 50.7    |                  |  |  |  |   | — |  |
| 8 5/8%Senior Subordinated Notes due2008(a)             |  |  |                  |   | 217.4   |                  |  |  |  |   | 327.0   |  |
| 91⁄2%Senior Notes due 2011, net ofdiscounts       |  |  |                  |   | 386.8   |                  |  |  |  |   | 386.4   |  |
| 13%Senior Secured Notes due2007                        |  |  |                  |   | 18.5    |                  |  |  |  |   | 18.5    |  |
| 2004 ConsolidatedMacAndrews & Forbes Line ofCredit |  |  |                  |   | — |                  |  |  |  |   | — |  |
| Advancesunder the New KeepwellAgreement                |  |  |                  |   | 6.0     |                  |  |  |  |   | 3.6     |  |
|                                                   |  |  |                  |   | 1,479.4 |                  |  |  |  |   | 1,435.5 |  |
| Lesscurrentportion                                     |  |  |                  |   | (32.6   | )                |  |  |  |   | — |  |
|                                                   |  |  |                  | $ | 1,446.8 |                  |  |  |  | $ | 1,435.5 |  |
|                                                        |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Whilethe 8 5/8% Senior Subordinated Notes are due inFebruary  2008, under the 2004 Credit Agreement, ProductsCorporation must refinance such notes by October  30,2007, such that not more than $25.0  million of such notes remainoutstanding. |

2004 Credit Agreement andAmendments

In July  2004, Products Corporation andcertain of its subsidiaries entered into a bank credit agreement with asyndicate of lenders and Citicorp USA, Inc., as multi-currencyadministrative agent, 

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

term loan administrative agent andcollateral agent (as amended, the ‘‘2004 CreditAgreement’’). The 2004 Credit Agreement originallyprovided up to $960.0  million, which consisted of a term loanfacility of $800.0  million (the ‘‘Term LoanFacility’’) and a $160.0  million asset-based,multi-currency revolving credit facility (the‘‘Multi-Currency Facility’’). Availabilityunder the Multi-Currency Facility varies based upon the borrowing basethat is determined by the value of eligible accounts receivable,eligible inventory and eligible real property and equipment in the U.S.and the U.K. from time to time. In March  2005, the Term LoanFacility was reduced to $700.0  million following ProductsCorporation’s March  2005 prepayment of $100.0million and in July  2006, the Term Loan Facility was increasedback to $800.0  million as a result of the $100.0  millionTerm Loan Add-on (as hereinafter defined). Products Corporation mayrequest the Multi-Currency Facility to be increased from time to timein an aggregate principal amount not to exceed an incremental$50.0  million subject to certain conditions and subject to thelenders’ agreement.

The Multi-Currency Facility willterminate on July  9,  2009 and the loans under the TermLoan Facility will mature on July  9,  2010; provided thatthe 2004 Credit Agreement will terminate on October  30,2007, if Products Corporation’s 8 5/8%Senior Subordinated Notes (as hereinafter defined) are not redeemed,repurchased, defeased or repaid on or before such date such that notmore than $25.0  million in aggregate principal amount of the8 5/8% Senior Subordinated Notes remainoutstanding.

In February  2006, Products Corporationsecured an amendment to the 2004 Credit Agreement (the‘‘first amendment’’), which excludes fromvarious financial covenants certain charges in connection with theFebruary  2006 Program described in Note 6 above, as well as somestart-up costs incurred by the Company in 2005 related to the VitalRadiance brand and the complete re-stage of the Almay brand.Specifically, the first amendment provides for the add-back to the 2004Credit Agreement's definition of‘‘EBITDA’’ the lesser of (i) $50million; or (ii) the cumulative one-time charges associated with (a)the February  2006 Program described in Note 6 and (b) thenon-recurring costs in the third and fourth quarters of 2005 associatedwith the Vital Radiance brand and the complete re-stage of theAlmay brand. Under the 2004 Credit Agreement,‘‘EBITDA’’ is used in the determination ofProducts Corporation's senior secured leverage ratio and theconsolidated fixed charge coverage ratio.

On July28,  2006, Products Corporation secured a further amendment (the‘‘second amendment’’) to its 2004 CreditAgreement to, among other things, add an additional $100.0million to the 2004 Credit Agreement's Term Loan Facility (the‘‘Term Loan Add-on’’). The second amendmentalso reset the 2004 Credit Agreement’s senior secured leverageratio covenant to 5.5 to 1.0 through June  30,  2007,stepping down to 5.0 to 1.0 for the remainder of the term of the 2004Credit Agreement. The second amendment also enables ProductsCorporation to add back to the 2004 Credit Agreement’sdefinition of ‘‘EBITDA’’ up to $25million related to restructuring charges (in addition to therestructuring charges permitted to be added back pursuant to the firstamendment to the 2004 Credit Agreement) and charges for certain productreturns and/or product discontinuances. Products Corporation used thenet proceeds from the Term Loan Add-on to repay amounts outstandingunder the Multi-Currency Facility, without any reduction in thecommitment under that facility.

On September  29,2006, Products Corporation secured an additional amendment (the‘‘third amendment’’) to its 2004 CreditAgreement, which enables Products Corporation to add back to the 2004Credit Agreement's definition of‘‘EBITDA’’ up to $75  million ofrestructuring charges (in addition to the restructuring chargespermitted to be added back pursuant to the first and second amendmentsto the 2004 Credit Agreement), asset impairment charges, inventorywrite-offs, inventory returns costs and in each case related charges inconnection with the previously-announced discontinuance of the VitalRadiance brand, Revlon, Inc.’s recent CEO change and theSeptember  2006 Program described in Note6.

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS(except where otherwise noted, all tabularamounts in millions, except for share and per shareamounts)

Redemption of8 5/8% Senior Subordinated Notes

InMarch  2006, Revlon, Inc. completed a $110  million RightsOffering (as hereinafter defined) and promptly transferred the proceedsfrom the Rights Offering to Products Corporation, which it used inApril  2006, together with available cash, to complete theredemption of $109.7  million aggregate principal amount of its8 5/8% Senior Subordinated Notes dueFebruary  1,  2008 (the‘‘8 5/8% Senior SubordinatedNotes’’) in satisfaction of the applicable requirementsunder its 2004 Credit Agreement, at an aggregate redemption price of$111.8  million, including $2.1  million of accrued andunpaid interest up to, but not including, the redemption date.Following such redemption, there remained outstanding $217.4million in aggregate principal amount of the8 5/8% Senior SubordinatedNotes.

(10)    Rights Offering

In March  2006,Revlon, Inc. completed a $110  million Rights Offering (includingthe private placement to MacAndrews & Forbes, the‘‘Rights Offering’’) that it launched inFebruary  2006, which allowed stockholders to purchase additionalshares of Class A Common Stock. The subscription price for each shareof Class A Common Stock purchased in the Rights Offering, includingshares purchased in the private placement by MacAndrews & Forbes,was $2.80 per share. Upon completing the Rights Offering, Revlon, Inc.promptly transferred the proceeds to Products Corporation, which itused as described under Note 9 – ‘‘Redemption of8 5/8% Senior SubordinatedNotes’’.

In completing the Rights Offering, Revlon,Inc. issued an additional 39,285,714 shares of its Class A CommonStock, including 15,885,662 shares subscribed for by publicshareholders (other than MacAndrews & Forbes) and 23,400,052 sharesissued to MacAndrews & Forbes in a private placement directly fromRevlon, Inc. The shares issued to MacAndrews & Forbes representedthe number of shares of Revlon, Inc.'s Class A Common Stock thatMacAndrews & Forbes would otherwise have been entitled to purchasepursuant to its basic subscription privilege in the Rights Offering(which was approximately 60% of the shares of Revlon,Inc.'s Class A Common Stock offered in the RightsOffering).

Revlon, Inc. currently intends to conduct a further$75  million equity issuance in late 2006 or in the first quarterof 2007, the net cash proceeds of which are intended to be used torepay Products Corporation's indebtedness. In connection withsuch equity issuance, Revlon, Inc. entered into an amendment to itsInvestment Agreement with MacAndrews & Forbes extending MacAndrews& Forbes’ back-stop obligations through March31,  2007. Additionally, in February  2006 ProductsCorporation entered into an amendment to its 2004 ConsolidatedMacAndrews & Forbes Line of Credit, which was undrawn onSeptember  30,  2006, to ensure that such line of creditremains available to Products Corporation through the completion ofRevlon, Inc.’s planned $75  million equityissuance.

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REVHOLDINGS LLC AND SUBSIDIARIESMANAGEMENT’S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(alltabular amounts in millions)

Item2.    Management’s Discussion and Analysis of FinancialCondition and Results ofOperations

Overview

Overview of theBusiness

The Company is providing this overview inaccordance with the SEC’s December  2003 interpretiveguidance regarding Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.

REV Holdings LLC(and together with its subsidiaries, the‘‘Company’’) conducts its businessexclusively through its indirect operating subsidiary, Revlon ConsumerProducts Corporation and its subsidiaries (‘‘ProductsCorporation’’), a wholly-owned subsidiary of Revlon, Inc.Revlon, Inc. is an indirect majority-owned subsidiary of MacAndrews& Forbes Holdings Inc. (‘‘MacAndrews & ForbesHoldings’’ and together with its affiliates other thanthe Company, ‘‘MacAndrews & Forbes’’),a corporation wholly-owned by Ronald O. Perelman.

The Companyoperates in a single segment and manufactures, markets and sells anextensive array of cosmetics, skincare, fragrances, beauty tools, haircolor, anti-perspirants/deodorants and other personal care products.The Company's principal customers include large mass volumeretailers and chain drug and food stores, as well as certain departmentstores and other specialty stores, such as perfumeries. The Companyalso sells beauty products to U.S. military exchanges and commissariesand has a licensing business, pursuant to which the Company licensescertain of its key brand names to third parties for complementarybeauty-related products and accessories.

Revlon is one ofthe world's leading mass-market beauty brands. Revlonbelieves that its global brand name recognition, product quality andmarketing experience have enabled it to create one of the strongestconsumer brand franchises in the world. The Company's productsare sold worldwide and marketed under such brand names as Revlon,ColorStay, Fabulash, Super Lustrous and Revlon Age Defyingmakeup with Botafirm, as well as the completely re-stagedAlmay brand, including the Company’s Almay Intensei-Color collection, in cosmetics; Almay, Ultima II andGatineau in skincare; Charlie and Jean Natéin fragrances; Revlon and Expert Effect in beautytools; Colorsilk and Custom Effects in hair color; andMitchum, Flex and Bozzano in personal careproducts.

The Company's objectives include:

(1)remaining a leader in the beauty business by continuing to provideinnovation and leveraging the Company's strong, establishedbrands, particularly the Revlon brand, around the world andleveraging the Company's improved relationships with itsconsumers and retail customers,

(2) building the excitement andthe glamour of Revlon-branded color cosmetics and other beautyproducts, through, among other things, innovation in productdevelopment, maximizing all elements of marketing and executing theCompany’s business plans and new product introductions withexcellence,

(3) building upon the Company's leadership inhealthy beauty color cosmetics with the Company’s completelyre-staged Almay brand,

(4) supporting and building theCompany’s brands globally and investing at appropriatecompetitive levels, while controlling spending and working capital,and

(5) continuing to capitalize on the significant opportunitiesthe Company has to improve its operating profit margins and cash flowover time.

The Company intends to continue to focus on theopportunities that the Company believes exist to increase its operatingprofit margin and to improve cash flows over time, with key areas offocus being 

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actions intended to improve results in theareas of cost of goods sold and returns, as well as overhead andadministrative expenses. The Company’s cost savings initiativesinclude, among other things, actions intended to improve product lifecycle management, improve in-store merchandising, improve on cost ofgoods sold (through, among other things, value analysis, packagerationalization and strategic sourcing), improve the effectiveness andefficiency of trade promotions, focus on savings from strategicprocurement in general and administrative costs, optimize theCompany’s international supply chain and optimize theCompany’s overall cost structure.

On September18,  2006, Revlon, Inc. announced that Jack Stahl, Revlon,Inc.’s former President and Chief Executive Officer, was leavingRevlon, Inc. and that its Board of Directors elected David Kennedy as aDirector and as President and Chief Executive Officer. Mr.Kennedy previously served as Revlon's Executive Vice President,Chief Financial Officer and Treasurer, and prior to that as Revlon,Inc.’s Executive Vice President and President of Revlon’sinternational operations.

In connection with Mr.Stahl’s departure from Revlon, Inc., pursuant to the terms ofhis separation agreement, the Company incurred charges of $9.4million in the third quarter of 2006, including $6.2  million forseverance and related costs and $3.2  million for the acceleratedamortization of his unvested options and unvested restricted stock.

On September  25,  2006, Revlon, Inc. alsoannounced the discontinuance of its Vital Radiance brand. As aresult, the Company incurred charges of approximately $49.1million in the third quarter of 2006, including a provision forestimated returns and allowances of approximately $30.5  million,as well as approximately $15.1  million for the write-off ofinventories and selling and promotional materials, and approximately$3.1  million for the write-off and acceleration of amortizationof displays.

Certain prior year amounts have been reclassified toconform to the current period's presentation, including thetransfer, during the second quarter of 2006, of managementresponsibility for the Company’s Canadian operations from theCompany’s North American operations to the European region ofits international operations.

RestructuringPrograms

In February  2006, Revlon, Inc.announced an organizational realignment (the ‘‘February2006 Program’’) and has recorded charges of $10.0million for the nine-month period ended September  30,2006, primarily for employee severance and other employee-relatedtermination benefits. The February  2006 Program involved theconsolidation of certain functions within the Company’s sales,marketing and creative groups, as well as certain headquartersfunctions, which changes are designed to streamline internal processesand to enable the Company to continue to be more effective andefficient in meeting the needs of its consumers and retailcustomers.

The Company anticipates that theFebruary  2006 Program will generate ongoing annualized savingsof approximately $15  million that will primarily benefitSG&A expenses. (See Note 6 to the Unaudited Consolidated FinancialStatements).

On September  25,  2006, Revlon,Inc. announced the September  2006 Program, a restructuring plandesigned to reduce costs and improve the Company’s profitmargins, largely through a broad organizational streamlining thatinvolved consolidating responsibilities in certain related functionsand reducing layers of management to increase accountability andeffectiveness; streamlining support functions to reflect the neworganization structure; eliminating certain senior executive positions;and consolidating various facilities. The September  2006 Programis expected to result in staffing reductions of approximately 250employees, primarily in the U.S., or approximately 8% of theCompany’s total U.S. workforce, and the exiting of certainleased space, principally at the Company’s headquarters facilityin New York City.

The Company expects to incurapproximately $29  million of restructuring charges and othercosts to implement the September  2006 Program, consisting ofapproximately $19  million of expected costs related

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to employee severance and otheremployee-related termination costs and approximately $10  millionof expected costs related to leases and other asset write-offs. Of theapproximately $29  million in expected restructuring charges, theCompany incurred approximately $14  million of these chargesduring the fiscal quarter ended September  30,  2006 andexpects to incur approximately $7  million of charges in thefourth quarter of 2006, with the balance of approximately $8million of these charges expected to be incurred during the first halfof fiscal year 2007. Approximately $19  million of these chargesare expected to reflect cash charges that the Company expects to payout over the 2006 to 2008 period. The Company also expects to incurapproximately $3.0  million of accelerated amortization chargesin SG&A expenses in the fourth quarter of 2006. The Companyanticipates that the September  2006 Program will generateongoing annualized savings of approximately $34  million thatwill primarily benefit SG&A expenses. (See Note 6 to the UnauditedConsolidated Financial Statements).

Overview of NetSales and Earnings Results

Net sales in the third quarterof 2006 increased $30.6  million, or 11.1%, to$305.9  million, as compared with $275.3  million in thethird quarter of 2005 due to higher net sales in the Company’sU.S. and international operations. Net sales for the nine-month periodended September  30,  2006 increased $58.0  million,or 6.5%, to $952.5  million, as compared with$894.5  million for the nine-month period ended September30,  2005, due to higher net sales in the Company’s U.S.and international operations.

In the U.S., net sales for thethird quarter of 2006 increased $18.0  million, or 12.7%,to $159.5  million, from $141.5  million in the thirdquarter of 2005. In the nine-month period ended September30,  2006, net sales increased $35.8  million, or7.1%, to $537.8  million from $502.0  million in thenine-month period ended September  30,  2005. The increasein net sales in the third quarter of 2006 is primarily due to highershipments of beauty care and Vital Radiance products and lowerprovisions for returns and allowances. The third quarter of 2006included approximately $24.4  million of returns and allowancesprovisions related to the discontinuance of the Vital Radiancebrand; and the third quarter of 2005 included approximately$31.8  million of returns and allowances provisions related tothe complete re-stage of the Almay brand. The increase in netsales for the nine-month period ended September  30,  2006is primarily due to higher shipments of beauty care and VitalRadiance products, partially offset by higher provisions forreturns and allowances. The nine months ended September30,  2006 included approximately $41.6  million of returnsand allowances provisions related to the Vital Radiance brand;and the nine months ended September  30,  2005 includedapproximately $31.8  million of returns and allowances provisionsrelated to the complete re-stage of the Almay brand.

Inthe Company’s international operations, net sales for the thirdquarter of 2006 increased $12.6  million, or 9.4%, to$146.4  million, from $133.8  million in the third quarterof 2005. In the nine-month period ended September  30,2006, net sales increased $22.2  million, or 5.7%, to$414.7  million, from $392.5  million in the nine-monthperiod ended September  30,  2005. The increase in netsales in the third quarter and nine-month period ended September30,  2006, as compared with the third quarter and nine-monthperiod ended September  30,  2005, was due primarily to theincrease in net sales in the European and Latin Americanregions.

Net loss for the third quarter of 2006 increased by$35.1  million to $101.1  million, as compared with a netloss of $66.0  million in the third quarter of 2005. In thenine-month period ended September  30,  2006, net lossincreased by $55.9  million to $205.8  million, as comparedwith a net loss of $149.9  million in the nine-month period endedSeptember  30,  2005. Higher net sales for the thirdquarter of 2006 were more than offset by higher inventory obsolescencecharges, primarily related to estimated excess inventory in connectionwith the discontinuance of the Vital Radiance brand, higherselling, general and administrative expenses(‘‘SG&A’’), primarily related to higheradvertising and promotion in support of the Vital Radiance brandand the complete re-stage of Almay, higher restructuring expenseprimarily due to the September  2006 Program and higher interestexpense. Higher net sales and a net gain of $41.9  million on

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the issuance of subsidiary stock primarilyfrom the Rights Offering (as hereinafter defined) for the nine-monthperiod ended September  30,  2006 were more than offset byhigher inventory obsolescence charges primarily related to thediscontinuance of the Vital Radiance brand and estimated excessinventory related to certain Almay products, higher SG&Aprimarily related to advertising and promotion expense incurred tosupport the Vital Radiance brand and the complete re-stage ofthe Almay brand, higher restructuring expense due to theFebruary  2006 and September  2006 Programs and higherinterest expense.

Overview of U.S. Market ShareData

In terms of U.S. marketplace performance, the U.S.color cosmetics category for the third quarter of 2006 increasedapproximately 5.7% versus the third quarter of 2005 and4.8% for the first nine-month period of 2006 versus the firstnine-month period of 2005. Combined U.S. mass-market share for theRevlon, Almay and Vital Radiance brands aresummarized in the table below:

$ Share%

|                                         |  |  |                                |  |      |             |  |  |                               |  |         |             |  |  |  |  |         |   |  |  |  |  |      |   |  |  |  |  |         |   |  |  |  |  |         |   |
|-----------------------------------------|--|--|--------------------------------|--|------|-------------|--|--|-------------------------------|--|---------|-------------|--|--|--|--|---------|---|--|--|--|--|------|---|--|--|--|--|---------|---|--|--|--|--|---------|---|
|                                    |  |  | ThreeMonths EndedSeptember 30, |  |      | PointChange |  |  | Nine Months EndedSeptember30, |  |         | PointChange |
|                                    |  |  | 2006                           |  |      | 2005        |  |  | 2006                          |  |         | 2005        |
| TotalRevlon Color Cosmetics             |  |  |                                |  | 22.1 | %           |  |  |                               |  | 21.6    | %           |  |  |  |  | 0.5     |   |  |  |  |  | 21.9 | % |  |  |  |  | 22.0    | % |  |  |  |  | (0.1    | ) |
| RevlonBrand                             |  |  |                                |  | 14.5 |             |  |  |                               |  | 15.3    |             |  |  |  |  | (0.7    | ) |  |  |  |  | 14.5 |   |  |  |  |  | 15.6    |   |  |  |  |  | (1.1    | ) |
| AlmayBrand                              |  |  |                                |  | 6.3  |             |  |  |                               |  | 6.3     |             |  |  |  |  | — |   |  |  |  |  | 6.4  |   |  |  |  |  | 6.5     |   |  |  |  |  | (0.1    | ) |
| VitalRadianceBrand                      |  |  |                                |  | 1.3  |             |  |  |                               |  | — |             |  |  |  |  | 1.3     |   |  |  |  |  | 1.1  |   |  |  |  |  | — |   |  |  |  |  | 1.1     |   |
| TotalCompany Women’s Hair Color   |  |  |                                |  | 9.4  |             |  |  |                               |  | 8.4     |             |  |  |  |  | 1.0     |   |  |  |  |  | 9.1  |   |  |  |  |  | 8.4     |   |  |  |  |  | 0.7     |   |
| TotalCompanyAnti-perspirants/deodorants |  |  |                                |  | 6.1  |             |  |  |                               |  | 6.1     |             |  |  |  |  | — |   |  |  |  |  | 6.2  |   |  |  |  |  | 6.2     |   |  |  |  |  | — |   |
| RevlonBeautyTools                       |  |  |                                |  | 26.6 |             |  |  |                               |  | 25.3    |             |  |  |  |  | 1.3     |   |  |  |  |  | 26.7 |   |  |  |  |  | 25.2    |   |  |  |  |  | 1.5     |   |
|                                         |

AllU.S. market share and market position data herein for theCompany's brands are based upon retail dollar sales, which arederived from ACNielsen data. ACNielsen measures retail sales volume ofproducts sold in the U.S. mass-market distribution channel. Such datarepresent ACNielsen's estimates based upon data gathered byACNielsen from market samples and are therefore subject to some degreeof variance and may contain slight rounding differences.ACNielsen's data does not reflect sales volume from Wal-Mart,Inc., which is the Company’s largest customer, representingapproximately 24% of the Company's 2005 worldwide netsales. From time to time, ACNielsen adjusts its methodology for datacollection and reporting, which may result in adjustments to thecategories and market shares tracked by ACNielsen for both current andprior periods. The category and market share data contained herein hasbeen updated to reflect ACNielsen's July  2005adjustments.

Overview of FinancingActivities

The Company has engaged in a number of financingtransactions during 2006, including the Rights Offering (as hereinafterdefined) completed in March  2006 and the related redemption ofapproximately $110  million of Products Corporation's8 5/8% Senior Subordinated Notes dueFebruary  1,  2008 (the‘‘8 5/8% Senior SubordinatedNotes’’) completed in April  2006, as well as the$100.0  million Term Loan Add-on completed in July  2006.(See ‘‘Financial Condition, Liquidity and CapitalResources-2006 Refinancing Transactions’’).

InMarch  2006, Revlon, Inc. completed a $110  million RightsOffering (including the private placement to MacAndrews & Forbes,the ‘‘Rights Offering’’) and issued anadditional 39,285,714 shares of its Class A common stock, par value of$0.01 per share (the ‘‘Class A CommonStock’’), including 

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15,885,662 shares subscribed for by publicshareholders (other than MacAndrews & Forbes) and 23,400,052 sharesissued to MacAndrews & Forbes in a private placement directly fromRevlon, Inc. Revlon, Inc. promptly transferred the net proceeds of suchRights Offering to Products Corporation, which it used in April2006, together with available cash, to redeem $109.7  million inaggregate outstanding principal amount of its8 5/8% Senior Subordinated Notes (See‘‘Financial Condition, Liquidity and Capital Resources– 2006 RefinancingTransactions’’).

Revlon, Inc. currentlyintends to conduct a further $75  million equity issuance in late2006 or in the first quarter of 2007, the net cash proceeds of whichare intended to be used to repay Products Corporation'sindebtedness. In connection with such equity issuance, Revlon, Inc.entered into an amendment to its Investment Agreement with MacAndrews& Forbes extending MacAndrews & Forbes’ back-stopobligations through March  31,  2007. Additionally, inFebruary  2006 Products Corporation entered into an amendment toits 2004 Consolidated MacAndrews & Forbes Line of Credit, which wasundrawn on September  30,  2006, to ensure that such lineof credit remains available to Products Corporation through thecompletion of Revlon, Inc.’s planned $75  million equityissuance.

In February  2006, Products Corporationsecured an amendment (the ‘‘firstamendment’’) to the 2004 Credit Agreement (as hereinafterdefined) which excludes from various financial covenants certaincharges in connection with Products Corporation’s organizationalrealignment announced in February  2006 and as described furtherin Note 6 to the Unaudited Consolidated Financial Statements, as wellas some start-up costs incurred by the Company in 2005 related to theVital Radiance brand and the complete re-stage of theAlmay brand. Specifically, the first amendment enables ProductsCorporation to add-back to the 2004 Credit Agreement’sdefinition of ‘‘EBITDA’’ the lesser of (i)$50  million; or (ii) the cumulative one-time charges associatedwith (a) the aforementioned February  2006 organizationalrealignment; and (b) the non-recurring costs in the third and fourthquarters of 2005 associated with the Vital Radiance brand andthe complete re-stage of its Almay brand. Under the 2004 CreditAgreement, ‘‘EBITDA’’ is used in thedetermination of Products Corporation’s senior secured leverageratio and the consolidated fixed charge coverage ratio.

OnJuly  28,  2006, Products Corporation secured an additionalamendment (the ‘‘second amendment’’) to its2004 Credit Agreement to, among other things, add an additional$100.0  million to the 2004 Credit Agreement's Term LoanFacility (the ‘‘Term Loan Add-on’’). Thesecond amendment also reset the 2004 Credit Agreement’s seniorsecured leverage ratio covenant to 5.5 to 1.0 through June30,  2007, stepping down to 5.0 to 1.0 for the remainder of theterm of the 2004 Credit Agreement. The second amendment also enablesProducts Corporation to add back to the 2004 Credit Agreement’sdefinition of ‘‘EBITDA’’ up to $25million related to restructuring charges (in addition to therestructuring charges permitted to be added back pursuant to the firstamendment to the 2004 Credit Agreement) and charges for certain productreturns and/or product discontinuances. Products Corporation used thenet proceeds from the Term Loan Add-on to repay amounts outstandingunder the Multi-Currency Facility, without any reduction in thecommitment under that facility.

On September  29,2006, Products Corporation secured an additional amendment (the‘‘third amendment’’) to its 2004 CreditAgreement, which enables Products Corporation to add back to the 2004Credit Agreement's definition of‘‘EBITDA’’ up to $75  million ofrestructuring charges (in addition to the restructuring chargespermitted to be added back pursuant to the first and second amendmentsto the 2004 Credit Agreement), asset impairment charges, inventorywrite-offs, inventory returns costs and in each case related charges inconnection with the previously-announced discontinuance of the VitalRadiance brand, Revlon, Inc.’s recent CEO change and theSeptember  2006 Program.

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Discussion of Critical AccountingPolicies

Stock-BasedCompensation

Prior to January  1,  2006(including the fiscal quarter ended September  30,  2005),the Company applied the intrinsic value method as outlined inAccounting Principles Board (‘‘APB’’)Opinion No. 25, ‘‘Accounting for Stock Issued toEmployees,’’ (‘‘APB No. 25’’)and related interpretations in accounting for stock options grantedunder Revlon, Inc.’s Amended and Restated Revlon, Inc. StockPlan (the ‘‘Stock Plan’’), which providesfor the issuance of awards in the form of stock options, stockappreciation rights and restricted or unrestricted stock to eligibleemployees and directors of Revlon, Inc. and its affiliates, includingProducts Corporation. Under the intrinsic value method, no compensationexpense was recognized in fiscal periods ended prior to January1,  2006 if the exercise price of the Company’s employeestock options equaled the market price of Revlon, Inc.’s Class ACommon Stock on the date of the grant. Since all options granted underRevlon, Inc.’s Stock Plan had an exercise price equal to themarket value of the underlying Class A Common Stock on the date ofgrant, no compensation expense was recognized in the accompanyingconsolidated statements of operations for the fiscal periods ended onor before December  31,  2005 on stock options granted toemployees.

Effective January  1,  2006, the Companyadopted Statement of Financial Accounting Standards(‘‘SFAS’’) No. 123(R),‘‘Share-Based Payment’’(‘‘SFAS No. 123(R)’’). This statementreplaces SFAS No. 123, ‘‘Accounting forStock-Based Compensation’’ (‘‘SFAS No.123’’) and supersedes APB No. 25. SFAS No. 123(R)requires that effective for fiscal periods ending after December31,  2005, all stock-based compensation be recognized as anexpense, net of the effect of expected forfeitures, in the financialstatements and that such expense be measured at the fair value of theCompany’s stock based awards and generally recognized over thegrantee’s required service period. The Company uses the modifiedprospective method of application, which requires recognition ofcompensation expense on a prospective basis. Therefore, theCompany’s financial statements for fiscal periods ended on orbefore December  31,  2005 have not been restated toreflect compensation expense in respect of awards of stock optionsunder the Stock Plan. Under this method, in addition to reflectingcompensation expense for new share-based awards granted on or afterJanuary  1,  2006, expense is also recognized to reflectthe remaining service period (generally, the vesting period of theaward) of awards that had been included in the Company's proforma disclosures in fiscal periods ended on or before December31,  2005. SFAS No. 123(R) also requires that excesstax benefits related to stock option exercises be reflected asfinancing cash inflows instead of operating cash inflows. For thenine-month period ended September  30,  2006, noadjustments have been made to the cash flow statement, as any excesstax benefits that would have been realized have been fully providedfor, given the Company’s historical losses and deferred taxvaluation allowance.

The fair value of each option grant isestimated on the date of grant using the Black-Scholes option-pricingmodel based on the weighted-average assumptions listed in Note 2 to theUnaudited Consolidated Financial Statements. Expected volatilities arebased on the daily historical volatility of the NYSE closing stockprice of Revlon, Inc.’s Class A Common Stock, over the expectedlife of the option. The expected life of the option represents theperiod of time that options granted are expected to be outstanding,which the Company calculates using a formula based on the vesting termand the contractual life of the respective option. The risk-freeinterest rate for periods during the expected life of the option isbased upon the rate in effect at the time of the grant on a zero couponU.S. Treasury bill for periods approximating the expected life of theoption. If factors change and the Company employs different assumptionsin the application of SFAS No. 123(R) in future periods, thecompensation expense that the Company records under SFAS No. 123(R) maydiffer significantly from what has been recorded in the current period.In addition, judgment is also required in estimating the amount ofshare-based awards that are expected to be forfeited. If actual resultsdiffer significantly from these estimates, stock-based compensationexpense and the Company’s results of operations could bematerially impacted.

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For a discussion of REV Holdings’other critical accounting policies, see REV Holdings’ AnnualReport on Form 10-K for the year ended December  31,2005.

Results of Operations

In the tables, numbers inparenthesis ( ) denote unfavorable variances. Certain prior yearamounts have been reclassified to conform to the current period'spresentation, including the transfer, during the second quarter of2006, of management responsibility for the Company's Canadianoperations from the Company’s North American operations to theEuropean region of its international operations.

Netsales:

Net sales in the third quarter of 2006 increased$30.6  million, or 11.1%, to $305.9  million, ascompared with $275.3  million in the third quarter of 2005, dueto higher net sales in the Company’s U.S. and internationaloperations.

Net sales for the nine-month period endedSeptember  30,  2006 increased $58.0  million, or6.5%, to $952.5  million, as compared with $894.5million for the nine-month period ended September  30,2005, due to higher net sales in the Company’s U.S. andinternationaloperations.

|               |  |  |                               |   |       |        |  |  |   |   |       |   |  |  |  |   |      |  |  |  |  |  |      |     |
|---------------|--|--|-------------------------------|---|-------|--------|--|--|---|---|-------|---|--|--|--|---|------|--|--|--|--|--|------|-----|
|          |  |  | ThreeMonths EndedSeptember30, |   |       | Change |
|          |  |  | 2006                          |   |       | 2005   |  |  | $ |   |       | % |
| UnitedStates  |  |  |                               | $ | 159.5 |        |  |  |   | $ | 141.5 |   |  |  |  | $ | 18.0 |  |  |  |  |  | 12.7 |     |
| International |  |  |                               |   | 146.4 |        |  |  |   |   | 133.8 |   |  |  |  |   | 12.6 |  |  |  |  |  | 9.4  | (1) |
|          |  |  |                               | $ | 305.9 |        |  |  |   | $ | 275.3 |   |  |  |  | $ | 30.6 |  |  |  |  |  | 11.1 | (2) |
|               |

|  |
|--|
|  |  |
|  |

|     |                                                                                              |
|-----|----------------------------------------------------------------------------------------------|
| (1) | Excludingthe impact of foreign currency fluctuations, International net salesincreased 8.5%. |

|     |                                                                                             |
|-----|---------------------------------------------------------------------------------------------|
| (2) | Excludingthe impact of foreign currency fluctuations, consolidated net salesincreased10.7%. |

|               |  |  |                              |   |       |        |  |  |   |   |       |   |  |  |  |   |      |  |  |  |  |  |     |     |
|---------------|--|--|------------------------------|---|-------|--------|--|--|---|---|-------|---|--|--|--|---|------|--|--|--|--|--|-----|-----|
|          |  |  | NineMonths EndedSeptember30, |   |       | Change |
|          |  |  | 2006                         |   |       | 2005   |  |  | $ |   |       | % |
| UnitedStates  |  |  |                              | $ | 537.8 |        |  |  |   | $ | 502.0 |   |  |  |  | $ | 35.8 |  |  |  |  |  | 7.1 |     |
| International |  |  |                              |   | 414.7 |        |  |  |   |   | 392.5 |   |  |  |  |   | 22.2 |  |  |  |  |  | 5.7 | (1) |
|          |  |  |                              | $ | 952.5 |        |  |  |   | $ | 894.5 |   |  |  |  | $ | 58.0 |  |  |  |  |  | 6.5 | (2) |
|               |

|  |
|--|
|  |  |
|  |

|     |                                                                                              |
|-----|----------------------------------------------------------------------------------------------|
| (1) | Excludingthe impact of foreign currency fluctuations, International net salesincreased 5.4%. |

|     |                                                                                             |
|-----|---------------------------------------------------------------------------------------------|
| (2) | Excludingthe impact of foreign currency fluctuations, consolidated net salesincreased 6.4%. |

United States

Thirdquarter results

In the U.S., net sales for the third quarter of2006 increased $18.0  million, or 12.7%, to $159.5million, from $141.5  million in the third quarter of 2005. Thisincrease in net sales in the third quarter of 2006 is primarily due tohigher shipments of beauty care and Vital Radiance products andlower provisions for returns and allowances. The third quarter of 2006included approximately $24.4  million of returns and allowancesprovisions related to the discontinuance of the Vital Radiancebrand; and the third quarter of 2005 included approximately$31.8  million of returns and allowances provisions related tothe complete re-stage of the Almay brand.

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Year-to-date results

Inthe nine-month period ended September  30,  2006, net salesincreased $35.8  million, or 7.1%, to $537.8million from $502.0  million in the nine-month period endedSeptember  30,  2005. This increase in net sales for thenine-month period ended September  30,  2006 is primarilydue to higher shipments of beauty care and Vital Radianceproducts, partially offset by higher provisions for returns andallowances. The nine-month period ended September  30,2006 included approximately $41.6  million of returns andallowances provisions related to the Vital Radiance brand; andthe nine-month period ended September  30,  2005 includedapproximately $31.8  million of returns and allowances provisionsrelated to the complete re-stage of the Almay brand.

International

For the third quarter of 2006, net sales inthe Company’s international operations were $146.4million, compared with $133.8  million for the third quarter of2005, an increase of $12.6  million, or 9.4%. In thenine-month period ended September  30,  2006, net sales inthe Company’s international operations were $414.7million, compared with $392.5  million for the nine-month periodended September  30,  2005, an increase of $22.2million, or 5.7%. Excluding the impact of foreign currencyfluctuations, international net sales increased in the third quarter of2006 by $11.4  million, or 8.5%, and in the nine-monthperiod ended September  30,  2006 by $21.3  million,or 5.4%, as compared to the third quarter and nine-month periodended September  30,  2005, respectively. The increase innet sales in the third quarter and nine-month period endedSeptember  30,  2006 in the Company’s internationaloperations, as compared with the third quarter and nine-month periodended September  30,  2005, was driven primarily by theincrease in net sales in the European and Latin Americanregions.

Third quarter results by region

In AsiaPacific and Africa, for the third quarter of 2006, net sales weresubstantially unchanged at $58.5  million, as compared with thethird quarter of 2005. Excluding the impact of foreign currencyfluctuations, in the third quarter of 2006 net sales in Asia Pacificand Africa increased $2.2  million, or 3.8%, as comparedwith the third quarter of 2005. This increase in net sales, excludingthe impact of foreign currency fluctuations, was due to South Africa(which factor the Company estimates contributed to an approximate3.9% increase in net sales for the region for the third quarterof 2006, as compared with the third quarter of 2005).

In Europe,which is comprised of Europe, Canada and the Middle East, for the thirdquarter of 2006, net sales increased by $8.3  million, or17.8%, to $54.8  million, as compared with $46.5million for the third quarter of 2005. Excluding the impact of foreigncurrency fluctuations, in the third quarter of 2006 net sales in Europeincreased by $5.2  million, or 11.2%, as compared with thethird quarter of 2005. The increase in net sales, excluding the impactof foreign currency fluctuations, was due to Canada, the U.K. andFrance (which factor the Company estimates contributed to anapproximate 11.2% increase in net sales for the region for thethird quarter of 2006, as compared with the third quarter of 2005).This increase was partially offset by the lower net sales in certaindistributor markets (which factor the Company estimates contributed toan approximate 1.6% decrease in net sales for the region for thethird quarter of 2006).

In Latin America, which is comprised ofMexico, Central America and South America, for the third quarter of2006, net sales increased by $4.4  million, or 15.3%, to$33.1  million, as compared with $28.7  million for thethird quarter of 2005. Excluding the impact of foreign currencyfluctuations, in the third quarter of 2006 net sales in Latin Americaincreased by $4.0  million, or 13.9%, as compared with thethird quarter of 2005. The increase in net sales, excluding the impactof foreign currency fluctuations, was driven primarily by Mexico andVenezuela (which factor the Company estimates contributed to anapproximate 10.1% increase in net sales for the region in thethird quarter of 2006, as compared with the third quarter of 2005).

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Year-to-date results byregion

In Asia Pacific and Africa, for the nine-month periodended September  30,  2006, net sales decreased by$2.4  million, or 1.4%, to $173.1  million, ascompared with $175.5  million for the nine-month period endedSeptember  30,  2005. Excluding the impact of foreigncurrency fluctuations, net sales in Asia Pacific and Africa increased$3.0  million, or 1.7%, in the nine-month period endedSeptember  30,  2006, as compared to the nine-month periodended September  30,  2005. This increase in net sales,excluding the impact of foreign currency fluctuations, was driven bySouth Africa, Australia and China (which factor the Company estimatescontributed to an approximate 3.1% increase in net sales for theregion in the nine-month period ended September  30,  2006,as compared with the nine-month period ended September30,  2005), partially offset by the lower net sales in Hong Kong,Taiwan and in certain distributor markets (which factor the Companyestimates contributed to an approximate 1.4% decrease in netsales for the region for the nine-month period ended September30,  2006, as compared with the nine-month period endedSeptember  30,  2005).

In Europe, for the nine-monthperiod ended September  30,  2006, net sales increased by$12.3  million, or 8.8%, to $151.5  million, ascompared to $139.2  million for the nine-month period endedSeptember  30,  2005. Excluding the impact of foreigncurrency fluctuations, in the nine-month period ended September30,  2006, net sales in Europe increased by $9.0  million,or 6.5%, as compared to the nine-month period endedSeptember  30,  2005. The increase in net sales, excludingthe impact of foreign currency fluctuations, was due to Canada and theU.K. (which factor the Company estimates contributed to an approximate7.1% increase in net sales for the region for the nine-monthperiod ended September  30,  2006, as compared with thenine-month period ended September  30,  2005), partiallyoffset by the lower net sales in certain distributor markets (whichfactor the Company estimates contributed to an approximate 0.8%decrease in net sales for the region for the nine-month period endedSeptember  30,  2006, as compared with the nine-monthperiod ended September  30,  2005).

In Latin America,for the nine-month period ended September  30,  2006, netsales increased by $12.3  million, or 15.8%, to$90.1  million, as compared with $77.8  million for thenine-month period ended September  30,  2005. Excluding theimpact of foreign currency fluctuations, in the nine-month period endedSeptember  30,  2006 net sales in Latin America increasedby $9.3  million, or 12.0%, as compared to the nine-monthperiod ended September  30,  2005. The increase in netsales, excluding the impact of foreign currency fluctuations, wasdriven primarily by Venezuela, Mexico and certain distributor markets(which factor the Company estimates contributed to an approximate11.5% increase in net sales for the region in the nine-monthperiod ended September  30,  2006, as compared with thenine-month period ended September  30,2005).

Gross profit:

|             |  |  |                               |   |       |        |  |  |                              |   |       |        |  |  |  |   |      |   |  |  |  |   |       |  |  |  |  |   |       |  |  |  |  |   |     |  |
|-------------|--|--|-------------------------------|---|-------|--------|--|--|------------------------------|---|-------|--------|--|--|--|---|------|---|--|--|--|---|-------|--|--|--|--|---|-------|--|--|--|--|---|-----|--|
|        |  |  | ThreeMonths EndedSeptember30, |   |       | Change |  |  | Nine MonthsEndedSeptember30, |   |       | Change |
|        |  |  | 2006                          |   |       | 2005   |  |  | 2006                         |   |       | 2005   |
| Grossprofit |  |  |                               | $ | 157.0 |        |  |  |                              | $ | 158.3 |        |  |  |  | $ | (1.3 | ) |  |  |  | $ | 548.3 |  |  |  |  | $ | 544.4 |  |  |  |  | $ | 3.9 |  |
|             |

Forthe third quarter of 2006, gross profit decreased $1.3  millionto $157.0  million, as compared with $158.3  million forthe third quarter of 2005. The decrease in gross profit was primarilydue to higher obsolescence charges of $11.5  million forestimated excess inventory levels in connection to the Company’sdiscontinuance of the Vital Radiance brand, and $2.5million of obsolescence charges related to a promotional program,offset in large part by the higher dollar value of shipments.

For the nine-month period ended September  30,  2006,gross profit increased $3.9  million to $548.3  million, ascompared with $544.4  million for the nine-month period endedSeptember  30,  2005. The increase in gross profit wasprimarily due to the higher dollar value of shipments, which was offsetin large 

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part by higher allowances of approximately$39  million, primarily to support the launch of the VitalRadiance brand and the complete re-stage of the Almay brandand the aforementioned obsolescence charges of $11.5  million forestimated excess inventory levels in connection with theCompany’s discontinuance of the Vital Radiance brand, aswell as increased obsolescence charges, primarily related to estimatedexcess inventory of $6.0  million for certain Almayproducts and $2.5  million related to a promotional programrecorded in the third quarter of 2006. Gross profit for the nine-monthperiod ended September  30,  2006 was also negativelyimpacted by the obsolescence charges of approximately $10million recorded in the second quarter of 2006 related to the estimatedexcess inventory levels in connection with the Vital Radiancebrand prior to its discontinuance and in connection with certainAlmay products.

SG&Aexpenses:

|                  |  |  |                               |   |       |        |  |  |                              |   |       |        |  |  |      |   |      |        |  |  |  |   |       |  |  |  |  |   |       |  |  |  |  |   |       |   |
|------------------|--|--|-------------------------------|---|-------|--------|--|--|------------------------------|---|-------|--------|--|--|------|---|------|--------|--|--|--|---|-------|--|--|--|--|---|-------|--|--|--|--|---|-------|---|
|             |  |  | ThreeMonths EndedSeptember30, |   |       |   |  |  | Nine MonthsEndedSeptember30, |   |       |   |
|             |  |  | 2006                          |   |       | 2005   |  |  | Change                       |   |       | 2006   |  |  | 2005 |   |      | Change |
| SG&Aexpenses |  |  |                               | $ | 200.4 |        |  |  |                              | $ | 190.6 |        |  |  |      | $ | (9.8 | )      |  |  |  | $ | 645.4 |  |  |  |  | $ | 577.7 |  |  |  |  | $ | (67.7 | ) |
|                  |

Forthe third quarter of 2006, SG&A expenses increased $9.8million, or 5.1%, to $200.4  million, as compared with$190.6  million for the third quarter of 2005. Such increase wasprimarily due to higher brand support of $6.9  million, of which$3.6  million related to the write-off of certain VitalRadiance advertising, marketing and promotional materials andsoftware associated with the discontinuance of the VitalRadiance brand. In addition, SG&A expenses were higher due tohigher display amortization expenses of $5.4  million, including$3.1  million of charges related to the write-off and acceleratedamortization of certain displays in connection to the discontinuance ofthe Vital Radiance brand. The increase in SG&A for the thirdquarter of 2006 was also impacted by $6.2  million ofseverance-related charges and $3.2  million of acceleratedamortization charges related to unvested options and unvestedrestricted stock in connection with the cessation of Revlon,Inc.'s former CEO’s employment in September  2006.In addition, the increase in SG&A was also impacted by $0.6million of amortization expenses for stock options, resulting from theCompany’s adoption of SFAS No. 123(R) effective January1,  2006. These increases were partially offset by reductions intravel, personnel and other general and administrativeexpenses.

For the nine-month period ended September30,  2006, SG&A expenses increased $67.7  million, or11.7%, to $645.4  million, as compared with $577.7million for the nine-month period ended September  30,2005. Such increase was due in large part to higher brand support ofapproximately $55  million, primarily due to higher advertisingand consumer promotion in connection with the complete re-stage of theAlmay brand, and the Vital Radiance brand before itsdiscontinuance, higher display amortization costs of approximately$15  million related to Almay and Vital Radiance,as well as charges related to the write-off of certain advertising,marketing and promotional materials, and software and the acceleratedamortization and write-off of certain displays in connection with thediscontinuance of the Vital Radiance brand. The increase inSG&A for the nine months ended September  30,  2006 wasalso impacted by $6.2  million of severance-related charges and$3.2  million of accelerated amortization charges related tounvested options and unvested restricted stock, in each case inconnection with the cessation of Revlon, Inc.'s formerCEO’s employment in September  2006. In addition, theincrease in SG&A was also impacted by $5.1  million ofamortization expenses for stock options, resulting from theCompany’s adoption of SFAS No. 123(R) effective January1,  2006. These increases were partially offset by reductions intravel, personnel, professional services and other general andadministrative expenses.

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Restructuring costs and other,net:

|                                  |  |  |                               |   |      |        |  |  |                              |   |         |        |  |  |      |   |       |        |  |  |  |   |      |  |  |  |  |   |     |  |  |  |  |   |       |   |
|----------------------------------|--|--|-------------------------------|---|------|--------|--|--|------------------------------|---|---------|--------|--|--|------|---|-------|--------|--|--|--|---|------|--|--|--|--|---|-----|--|--|--|--|---|-------|---|
|                             |  |  | ThreeMonths EndedSeptember30, |   |      |   |  |  | Nine MonthsEndedSeptember30, |   |         |   |
|                             |  |  | 2006                          |   |      | 2005   |  |  | Change                       |   |         | 2006   |  |  | 2005 |   |       | Change |
| Restructuringcosts and other,net |  |  |                               | $ | 13.8 |        |  |  |                              | $ | — |        |  |  |      | $ | (13.8 | )      |  |  |  | $ | 23.3 |  |  |  |  | $ | 1.5 |  |  |  |  | $ | (21.8 | ) |
|                                  |

Duringthe third quarter and nine-month period ended September30,  2006, the Company recorded $13.8  million and$23.3  million, respectively, in restructuring for employeeseverance and other personnel benefits (See Note 6 to the UnauditedConsolidated Financial Statements regarding the organizationalrealignments announced by Revlon, Inc. in February  2006 andSeptember  2006). During the nine-month period endedSeptember  30,  2005, the Company recorded $1.5million in restructuring for employee severance and other personnelbenefits related to the 2004 program.

Otherexpenses:

|                 |  |  |                               |   |      |        |  |  |                              |   |      |        |  |  |      |   |      |        |  |  |  |   |       |  |  |  |  |   |      |  |  |  |  |   |       |   |
|-----------------|--|--|-------------------------------|---|------|--------|--|--|------------------------------|---|------|--------|--|--|------|---|------|--------|--|--|--|---|-------|--|--|--|--|---|------|--|--|--|--|---|-------|---|
|            |  |  | ThreeMonths EndedSeptember30, |   |      |   |  |  | Nine MonthsEndedSeptember30, |   |      |   |
|            |  |  | 2006                          |   |      | 2005   |  |  | Change                       |   |      | 2006   |  |  | 2005 |   |      | Change |
| Interestexpense |  |  |                               | $ | 38.9 |        |  |  |                              | $ | 33.8 |        |  |  |      | $ | (5.1 | )      |  |  |  | $ | 111.2 |  |  |  |  | $ | 96.5 |  |  |  |  | $ | (14.7 | ) |
|                 |

Forthe third quarter of 2006, interest expense increased by $5.1million, as compared with the third quarter of 2005. Such increase wasprimarily due to higher average debt outstanding and higher weightedaverage borrowing rates, as compared with third quarter of 2005. Forthe nine-month period ended September  30,  2006, interestexpense increased by $14.7  million, as compared with thenine-month period ended September  30,  2005. Such increasewas primarily due to higher average debt outstanding, including as aresult of the $100.0  million Term Loan Add-on, and higherweighted average interest rates, as compared with the nine-month periodended September  30,2005.

|                                         |  |  |                               |   |         |        |  |  |                              |   |         |        |  |  |      |   |         |        |  |  |  |   |       |   |  |  |  |   |         |  |  |  |  |   |      |  |
|-----------------------------------------|--|--|-------------------------------|---|---------|--------|--|--|------------------------------|---|---------|--------|--|--|------|---|---------|--------|--|--|--|---|-------|---|--|--|--|---|---------|--|--|--|--|---|------|--|
|                                    |  |  | ThreeMonths EndedSeptember30, |   |         |   |  |  | Nine MonthsEndedSeptember30, |   |         |   |
|                                    |  |  | 2006                          |   |         | 2005   |  |  | Change                       |   |         | 2006   |  |  | 2005 |   |         | Change |
| Gainon issuance of subsidiary stock,net |  |  |                               | $ | — |        |  |  |                              | $ | — |        |  |  |      | $ | — |        |  |  |  | $ | (41.9 | ) |  |  |  | $ | — |  |  |  |  | $ | 41.9 |  |
|                                         |

Forthe nine-month period ended September  30,  2006, REVHoldings recognized a gain, net of fees, of $41.7  million on theissuance by Revlon, Inc. of Class A Common Stock to third parties inthe Rights Offering. REV Holdings also recognized a gain of $0.2million during the nine months ended September  30,  2006in connection with the exercise of Revlon, Inc. stock options bygrantees.

|                                    |  |  |                                |   |         |        |  |  |                               |   |         |        |  |  |      |   |         |        |  |  |  |   |     |  |  |  |  |   |     |  |  |  |  |   |     |  |
|------------------------------------|--|--|--------------------------------|---|---------|--------|--|--|-------------------------------|---|---------|--------|--|--|------|---|---------|--------|--|--|--|---|-----|--|--|--|--|---|-----|--|--|--|--|---|-----|--|
|                               |  |  | ThreeMonths Ended September30, |   |         |   |  |  | Nine Months EndedSeptember30, |   |         |   |
|                               |  |  | 2006                           |   |         | 2005   |  |  | Change                        |   |         | 2006   |  |  | 2005 |   |         | Change |
| Losson early extinguishment ofdebt |  |  |                                | $ | — |        |  |  |                               | $ | — |        |  |  |      | $ | — |        |  |  |  | $ | 0.4 |  |  |  |  | $ | 9.0 |  |  |  |  | $ | 8.6 |  |
|                                    |

Forthe nine-month period ended September  30,  2006, the losson early extinguishment of debt represents the loss on the redemptionin April  2006 of approximately $110  million in aggregateprincipal amount of Products Corporation’s8 5/8% Senior Subordinated Notes. For thenine-month period ended September  30,  2005, the loss onearly extinguishment of debt represents (i) the loss on the redemptionin April  2005 of all of the $116.2 million in aggregateprincipal amount outstanding of Products Corporation’s8 1/8% Senior Notes due 2006 (the‘‘8 1/8% SeniorNotes’’) and all of the $75.5  million in aggregateprincipal amount outstanding of Products Corporation’s 9%Senior Notes due 2006 (the ‘‘9% SeniorNotes’’), (ii) the $5.0  millionprepayment fee related to the prepayment in March  2005 of$100.0  million of indebtedness outstanding under the Term LoanFacility of the 2004 Credit Agreement using a portion of the proceedsfrom Products Corporation’s issuance of $310  million ofits 91⁄2% Senior Notes due 2011 (the‘‘91⁄2% SeniorNotes’’), and (iii) the write-off of the portion ofdeferred financing costs related to such prepaidamount.

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Provision for incometaxes:

|                          |  |  |                               |   |     |        |  |  |                              |   |     |        |  |  |      |   |      |        |  |  |  |   |      |  |  |  |  |   |     |  |  |  |  |   |      |   |
|--------------------------|--|--|-------------------------------|---|-----|--------|--|--|------------------------------|---|-----|--------|--|--|------|---|------|--------|--|--|--|---|------|--|--|--|--|---|-----|--|--|--|--|---|------|---|
|                     |  |  | ThreeMonths EndedSeptember30, |   |     |   |  |  | Nine MonthsEndedSeptember30, |   |     |   |
|                     |  |  | 2006                          |   |     | 2005   |  |  | Change                       |   |     | 2006   |  |  | 2005 |   |      | Change |
| Provisionfor incometaxes |  |  |                               | $ | 3.3 |        |  |  |                              | $ | 2.3 |        |  |  |      | $ | (1.0 | )      |  |  |  | $ | 12.0 |  |  |  |  | $ | 9.2 |  |  |  |  | $ | (2.8 | ) |
|                          |

Theincrease in the tax provision in the third quarter and the nine-monthperiod ended September  30,  2006, as compared with thethird quarter and the nine-month period ended September30,  2005, was primarily attributable to higher taxable income incertain markets outside the U.S., offset in part by the favorableresolution of various international tax matters.

FinancialCondition, Liquidity and Capital Resources

In the nine-monthperiod ended September  30,  2006, net cash used byoperating activities increased to $127.2  million, as comparedwith $118.3  million of net cash used in the nine-month periodended September  30,  2005. This increase was due to thelarger net loss, increased purchases of permanent displays, partiallyoffset by a $41.7  million non-operating gain related to theissuance of stock to third parties in the Rights Offering and favorablechanges in net working capital. For the nine-month period endedSeptember  30,  2006 and 2005, net cash used in investingactivities was $15.5  million and $16.0  million,respectively, in each case for capital expenditures.

For thenine-month period ended September  30,  2006 and 2005, netcash provided by financing activities was $135.1  million and$94.5  million, respectively. For the nine-month period endedSeptember  30,  2006, net cash provided by financingactivities included net proceeds of $107.2  million from Revlon,Inc.’s issuance of Class A Common Stock in the March  2006Rights Offering, borrowings during the second and third quarter of 2006under the Multi-Currency Facility and $100.0  million fromborrowings under the Term Loan Add-on. The net proceeds from Revlon,Inc.’s Rights Offering were promptly transferred to ProductsCorporation, which it used in April  2006, together withavailable cash, to redeem $109.7  million aggregate principalamount of its 8 5/8% Senior Subordinated Notesat an aggregate redemption price of $111.8  million, including$2.1  million of accrued and unpaid interest up to, but notincluding, the redemption date and paid related financing costs of$9.4  million. The proceeds from the $100.0  million TermLoan Add-on were used to repay in July  2006 amounts outstandingunder the Multi-Currency Facility without any reduction in thecommitment under the Multi-Currency Facility. (See‘‘Financial Condition, Liquidity and Capital Resources– 2006 Refinancing Transactions’’). For thenine-month period ended September  30,  2005, net cashprovided by financing activities included proceeds from the issuance inMarch and August  2005 of $386  million aggregate principalamount of Products Corporation’s 91⁄2%Senior Notes. The net proceeds from such issuance of the91⁄2% Senior Notes in March  2005 wereused to prepay $100.0  million of indebtedness under the TermLoan Facility of Products Corporation’s 2004 Credit Agreement,along with the $5.0  million prepayment fee. Products Corporationalso used such proceeds to redeem all of the $116.2  millionaggregate principal amount outstanding of Products Corporation’s8 1/8% Senior Notes, plus accrued interest, andall of the $75.5  million aggregate principal amount outstandingof Products Corporation’s 9% Senior Notes, plus accruedinterest and the applicable premium and the payment of financingcosts.

At October  31,  2006, Revlon, Inc. andProducts Corporation had a liquidity position, excluding cash incompensating balance accounts, of approximately $154  million,consisting of cash and cash equivalents (net of any outstanding checks)of approximately $6  million, as well as approximately $61million in available borrowings under the Multi-Currency Facility and$87  million in available borrowings under the 2004 ConsolidatedMacAndrews & Forbes Line of Credit (as hereinafter defined).

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2004 CreditAgreement

Products Corporation and certain of itssubsidiaries entered into a credit agreement in 2004 with a syndicateof lenders and Citicorp USA, Inc., as multi-currency administrativeagent, term loan administrative agent and collateral agent (as amended,the ‘‘2004 Credit Agreement’’). The 2004Credit Agreement consists of an $800  million term loan facility(after giving effect to the $100.0  million Term Loan Add-ondescribed in ‘‘Overview – Overview of FinancingActivities’’) (the ‘‘Term LoanFacility’’) and a $160.0  million asset-based,multi-currency revolving credit facility (the‘‘Multi-Currency Facility’’). Availabilityunder the Multi-Currency Facility varies based upon the borrowing basethat is determined by the value of eligible accounts receivable,eligible inventory and eligible real property and equipment in the U.S.and the U.K. from time to time. Products Corporation may request theMulti-Currency Facility to be increased from time to time in anaggregate principal amount not to exceed $50.0  million subjectto certain conditions and subject to the lenders’ agreement.(For further discussions on the terms of the 2004 Credit Agreement, seeNote 9 to the Unaudited Consolidated Financial Statements of this Form10-Q, Note 9 ‘‘Long-Term Debt’’ to theConsolidated Financial Statements in REV Holdings’ Annual Reporton Form 10-K for the year ended December  31,  2005 andRevlon, Inc.’s Current Report on Form 8-K filed with the SEC onJuly  28,  2006).

The Multi-Currency Facility willterminate on July  9,  2009 and the loans under the TermLoan Facility will mature on July  9,  2010; provided thatthe 2004 Credit Agreement will terminate on October  30,2007 if Products Corporation’s 8 5/8%Senior Subordinated Notes are not redeemed, repurchased, defeased orrepaid on or before such date such that not more than $25.0million in aggregate principal amount of the8 5/8% Senior Subordinated Notes remainoutstanding (See also Item 1A. ‘‘Risk Factors –Restrictions and covenants in Products Corporation’s and REVHoldings' debt agreements limit its ability to take certainactions and impose consequences in the event of failure tocomply’’ in REV Holdings’ Annual Report on Form10-K for the fiscal year ended December  31,  2005). As aresult of the redemption of approximately $110  million of the8 5/8% Senior Subordinated Notes using the netproceeds of the Rights Offering (See ‘‘2006 RefinancingTransactions’’ below), as well as available cash, atSeptember  30,  2006 there remained outstanding$217.4  million in aggregate principal amount of the8 5/8% Senior Subordinated Notes.

AtOctober  31,  2006, the Term Loan Facility was fully drawn(after giving effect to the $100.0  million Term Loan Add-on) andavailability under the $160.0  million Multi-Currency Facility,based upon the calculated borrowing base less approximately$14.0  million of outstanding letters of credit and approximately$85.0  million then drawn on the Multi-Currency Facility, wasapproximately $61.0  million. (See ‘‘Overview ofFinancing Activities’’ and ‘‘2006Refinancing Transactions’’ for certain amendments to the2004 Credit Agreement).

2004 ConsolidatedMacAndrews & Forbes Line of Credit

Products Corporationhas a $87  million line of credit with MacAndrews & ForbesInc. (as amended, the ‘‘2004 Consolidated MacAndrews& Forbes Line of Credit’’). As of September30,  2006, the 2004 Consolidated MacAndrews & Forbes Line ofCredit was undrawn. In February  2006, Products Corporationentered into an amendment to its 2004 Consolidated MacAndrews &Forbes Line of Credit extending the term of such agreement until theconsummation of Revlon, Inc.’s planned $75  million equityissuance, which is currently intended to be conducted in late 2006 orthe first quarter of 2007. (For further detail regarding the 2004Consolidated MacAndrews & Forbes Line of Credit, see Note 9‘‘Long-Term Debt’’ to the ConsolidatedFinancial Statements in REV Holdings’ Annual Report on Form 10-Kfor the year ended December  31,  2005 and‘‘2006 RefinancingTransactions’’).

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2006 RefinancingTransactions

On March  22,  2006, Revlon, Inc.completed a $110  million Rights Offering which allowedstockholders to purchase additional shares of Class A Common Stock. Thesubscription price for each share of Class A Common Stock purchased inthe Rights Offering, including shares purchased in the privateplacement by MacAndrews & Forbes, was $2.80 per share. Uponcompleting the Rights Offering, Revlon, Inc. promptly transferred thenet proceeds to Products Corporation, which it used to redeem$109.7  million aggregate principal amount of its 8 5/8%Senior Subordinated Notes in satisfaction of the applicablerequirements under the 2004 Credit Agreement, at an aggregateredemption price of $111.8  million, including $2.1million of accrued and unpaid interest up to, but not including, theredemption date.

In completing the Rights Offering, Revlon, Inc.issued an additional 39,285,714 shares of its Class A Common Stock,including 15,885,662 shares subscribed for by public shareholders(other than MacAndrews & Forbes) and 23,400,052 shares issued toMacAndrews & Forbes in a private placement directly from Revlon,Inc. The shares issued to MacAndrews & Forbes represented thenumber of shares of Revlon, Inc.’s Class A Common Stock thatMacAndrews & Forbes would otherwise have been entitled to purchasepursuant to its basic subscription privilege in the Rights Offering(which was approximately 60% of the shares of Revlon,Inc.’s Class A Common Stock offered in the RightsOffering).

Revlon, Inc. currently intends to conduct a further$75  million equity issuance in late 2006 or in the first quarterof 2007, the net cash proceeds of which are intended to be used torepay Products Corporation's indebtedness. In connection withsuch equity issuance, Revlon, Inc. entered into an amendment to itsInvestment Agreement with MacAndrews & Forbes extending MacAndrews& Forbes’ back-stop obligations through March31,  2007. Additionally, in February  2006, ProductsCorporation entered into an amendment to its 2004 ConsolidatedMacAndrews & Forbes Line of Credit, which was undrawn onSeptember  30,  2006, to ensure that such line of creditremains available to Products Corporation through the completion ofRevlon, Inc.'s planned $75  million equityissuance.

In February  2006, Products Corporation securedthe first amendment to its 2004 Credit Agreement, which excludes fromvarious financial covenants certain charges in connection with ProductsCorporation’s organizational realignment announced inFebruary  2006 and as described further in Note 6 to theUnaudited Consolidated Financial Statements, as well as some start-upcosts incurred by the Company in 2005 related to the VitalRadiance brand and the complete re-stage of the Almay brand.Specifically, the first amendment enables Products Corporation toadd-back to the 2004 Credit Agreement’s definition of‘‘EBITDA’’ the lesser of (i) $50million; or (ii) the cumulative one-time charges associated with (a)the aforementioned February  2006 organizational realignment; and(b) the non-recurring costs in the third and fourth quarters of 2005associated with the Vital Radiance brand and the completere-stage of its Almay brand. Under the 2004 Credit Agreement,‘‘EBITDA’’ is used in the determination ofProducts Corporation’s senior secured leverage ratio and theconsolidated fixed charge coverage ratio.

On July28,  2006, Products Corporation secured the second amendment toits 2004 Credit Agreement to, among other things, add an additional$100.0  million in the form of the Term Loan Add-on to the 2004Credit Agreement's Term Loan Facility. The second amendment alsoreset the 2004 Credit Agreement’s senior secured leverage ratiocovenant to 5.5 to 1.0 through June  30,  2007, steppingdown to 5.0 to 1.0 for the remainder of the term of the 2004 CreditAgreement. The second amendment also amended the 2004 CreditAgreement’s ‘‘EBITDA’’ definition toenable Products Corporation to exclude up to $25  million relatedto restructuring charges (in addition to the restructuring chargespermitted to be added back pursuant to the first amendment to the 2004Credit Agreement) and charges for certain product returns and/orproduct discontinuances. The Company used the net proceeds from theTerm Loan Add-on to repay amounts outstanding under the Multi-CurrencyFacility, without any reduction in the commitment under theMulti-Currency Facility.

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On September  29,  2006,Products Corporation secured the third amendment to its 2004 CreditAgreement, which enables Products Corporation to add back to the 2004Credit Agreement's definition of‘‘EBITDA’’ up to $75  million ofrestructuring charges (in addition to the restructuring chargespermitted to be added back pursuant to the first and second amendmentsto the 2004 Credit Agreement), asset impairment charges, inventorywrite-offs, inventory returns costs and in each case related charges inconnection with the previously-announced discontinuance of the VitalRadiance brand, Revlon, Inc.’s recent CEO change and theSeptember  2006 Program described in Note6.

Sources and Uses

TheCompany’s principal sources of funds are expected to beoperating revenues, cash on hand and funds available for borrowingunder the 2004 Credit Agreement, the 2004 Consolidated MacAndrews &Forbes Line of Credit and other permitted lines of credit, as well asadvances under the New Keepwell Agreement (as hereinafter defined). The2004 Credit Agreement, the 2004 Consolidated MacAndrews & ForbesLine of Credit and the indentures governing the91⁄2% Senior Notes and the8 5/8% Senior Subordinated Notes contain certainprovisions that by their terms limit Products Corporation and itssubsidiaries’ ability to, among other things, incur additionaldebt. The New REV Holdings Notes (as hereinafter defined) containcertain provisions that by their terms limit REV Holdings’ability to, among other things, incur additional debt.

TheCompany’s principal uses of funds are expected to be the paymentof operating expenses, including expenses in connection with thecontinued implementation of, and refinement to, the Company’splan, purchases of permanent wall displays, capital expenditurerequirements, payments in connection with the Company’srestructuring programs (including, without limitation, theCompany’s February  2006 Program and its September2006 Program), executive severance not otherwise included in theCompany’s restructuring programs, debt service payments andcosts and regularly scheduled pension and post-retirement benefit plancontributions. Cash contributions to Revlon, Inc.’s pension andpost-retirement benefit plans were approximately $29  million in2005, and Revlon, Inc. expects these payments to be approximately$32  million in the aggregate in 2006. The Company currentlyestimates that for 2006 purchases of wall displays will beapproximately $100  million and capital expenditures will beapproximately $24  million. In connection with theFebruary  2006 Program and the September  2006 Program theCompany expects to pay out approximately $1  million and$4  million, respectively, in the fourth quarter of 2006 andapproximately $3  million and $16  million, respectively,over the 2007 to 2008 period.

The Company has undertaken, andcontinues to assess, refine and implement, a number of programs toefficiently manage its cash and working capital including, among otherthings, programs to carefully manage inventory levels, centralizedpurchasing to secure discounts and efficiencies in procurement, andproviding additional discounts to U.S. customers for more timelypayment of receivables and careful management of accounts payable andmost recently targeted controls on general and administrativespending.

Continuing to implement and refine theCompany’s plan could include taking advantage of additionalopportunities to reposition, repackage or reformulate one or morebrands or product lines, launching additional new products, furtherrefining the Company’s approach to retail merchandising and/ortaking further actions to optimize its manufacturing, sourcing andorganizational size and structure. Any of these actions, whose intendedpurpose would be to create value through profitable growth, couldresult in the Company making investments and/or recognizing chargesrelated to executing against such opportunities.

The Companyexpects that operating revenues, cash on hand, funds available forborrowing under the 2004 Credit Agreement, the 2004 ConsolidatedMacAndrews & Forbes Line of Credit and other permitted lines ofcredit, as well as advances under the New Keepwell Agreement will besufficient to 

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enable the Company to cover its operatingexpenses for 2006, including cash requirements in connection with theCompany’s operations, the continued implementation of, andrefinement to, the Company’s plan, purchases of permanent walldisplays, capital expenditure requirements, cash requirements inconnection with the Company’s restructuring programs (including,without limitation, the Company’s February  2006 Programand its September  2006 Program), executive severance nototherwise included in the Company’s restructuring programs, thedebt service requirements of the Company and its subsidiaries for 2006,including without limitation, interest payments on the New REV HoldingsNotes, and regularly scheduled pension and post-retirement plancontributions. However, there can be no assurance that such funds willbe sufficient to meet the Company’s cash requirements on aconsolidated basis. If the Company’s anticipated level ofrevenue growth is not achieved because, for example, of decreasedconsumer spending in response to weak economic conditions or weaknessin the mass-market cosmetics category, adverse changes in currency,increased competitive activities from the Company’s competitors,changes in consumer purchasing habits, including with respect toshopping channels, retailer inventory management, retailer spacereconfigurations, less than anticipated results from theCompany's new products and advertising and marketing plans, or ifthe Company’s expenses, including for returns related to thereduction of retail space or product discontinuances, associated withthe continued implementation of, and refinement to, theCompany’s plan exceed the anticipated level of expenses, theCompany’s current sources of funds may be insufficient to meetthe Company’s cash requirements.

In the event of adecrease in demand for the Company’s products, reduced sales,lack of increases in demand and sales, changes in consumer purchasinghabits, including with respect to shopping channels, retailer inventorymanagement, retailer space reconfigurations, product discontinuancesand/or returns or expenses associated with the continued implementationof, and refinement to, the Company’s plan, exceeding itsexpectations or less than anticipated results from the Company'snew products and advertising and marketing plans, any such development,if significant, could reduce the Company’s revenues and couldadversely affect Products Corporation’s ability to comply withcertain financial covenants under the 2004 Credit Agreement and in suchevent the Company could be required to take measures, includingreducing discretionary spending. (See also Item 1A.‘‘Risk Factors’’ in REV Holdings’Annual Report on Form 10-K for the fiscal year ended December31,  2005 for further discussion of risks associated with theCompany’s business).

If the Company is unable to satisfyits cash requirements from the sources identified above or comply withits debt covenants or refinance Products Corporation’s8 5/8% Senior Subordinated Notes on or beforeOctober  30,  2007, the Company could be required to adoptone or more alternatives, such as delaying the implementation of orrevising aspects of its plan, reducing or delaying purchases of walldisplays or advertising or promotional expenses, reducing or delayingcapital spending, delaying, reducing or revising restructuringprograms, restructuring 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 securities of the Company or reducing otherdiscretionary spending. There can be no assurance that the Companywould be able to take any of the actions referred to above because of avariety of commercial or market factors or constraints in REVHoldings' and/or Products Corporation’s debt instruments,including, for example, market conditions being unfavorable for anequity or debt issuance, additional capital contributions or loans notbeing available from affiliates or third parties, or that thetransactions may not be permitted under the terms of REVHoldings' and/or Products Corporation’s various debtinstruments then in effect, because of restrictions on the incurrenceof debt, incurrence of liens, asset dispositions and related partytransactions. In addition, such actions, if taken, may not enable theCompany to satisfy its cash requirements or comply with its debtcovenants if the actions do not generate a sufficient amount ofadditional capital. (See also Item 1A. ‘‘RiskFactors’’ in REV Holdings’ Annual Report on Form10-K for the fiscal year ended December  31,  2005 forfurther discussion of risks associated with the Company’sbusiness).

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Revlon, Inc., as a holding company, willbe dependent on the earnings and cash flow of, and dividends anddistributions from, Products Corporation to pay its expenses and to payany cash dividend or distribution on Revlon, Inc.’s Class ACommon Stock that may be authorized by the Board of Directors ofRevlon, Inc. The terms of the 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit and the indenturesgoverning Products Corporation’s 91⁄2%Senior Notes and its 8 5/8% Senior SubordinatedNotes generally restrict Products Corporation from paying dividends ormaking distributions, except that Products Corporation is permitted topay dividends and make distributions to Revlon, Inc. to enable Revlon,Inc., among other things, to pay expenses incidental to being a publicholding company, including, among other things, professional fees, suchas legal and accounting fees, regulatory fees, such as SEC filing fees,and other miscellaneous expenses related to being a public holdingcompany and, subject to certain limitations, to pay dividends or makedistributions in certain circumstances to finance the purchase byRevlon, Inc. of its Class A Common Stock in connection with thedelivery of such Class A Common Stock to grantees under the StockPlan.

REV Holdings, as a holding company, will be dependent onadvances from affiliates to pay its expenses and will also be dependentupon advances under the New Keepwell Agreement to pay interest when dueon the New REV Holdings Notes. REV Holdings anticipates that it will berequired to adopt one or more alternatives to pay the principal amountat maturity of the New REV Holdings Notes and the advances under theNew Keepwell Agreement, such as refinancing its indebtedness, repayingits indebtedness with the proceeds from the sale of assets oroperations of Revlon, Inc., selling its equity securities or equitysecurities of Revlon, Inc. or seeking additional capital contributionsor loans from MacAndrews & Forbes, the Company's otheraffiliates and/or third parties. There can be no assurance that any ofthe foregoing actions could be effected on satisfactory terms, that anyof the foregoing actions would enable REV Holdings to pay the principalamount at maturity of the New REV Holdings Notes or that any of suchactions would be permitted by the terms of the New Indenture (ashereinafter defined) or any other debt instrument of the Company andthe Company's subsidiaries then in effect, because, among otherreasons, market conditions may be unfavorable for an equity or debtoffering or the transactions may not be permitted under the terms ofthe Company's various debt instruments then in effect, because ofrestrictions on the incurrence of debt, incurrence of liens, assetdispositions and related party transactions. In addition, such actions,if taken, may not enable the Company to satisfy its cash requirementsif the actions do not generate a sufficient amount of additionalcapital. None of the Company's affiliates, including MacAndrews& Forbes, is required to make any capital contribution, loan orother payment to REV Holdings with respect to principal or interest onthe New REV Holdings Notes (other than as provided in the New KeepwellAgreement).

On January  21,  2004, REV Holdingsconsummated an exchange offer (the ‘‘REV HoldingsExchange Offer’’) with respect to its 12% SeniorSecured Notes due 2004 (the ‘‘REV HoldingsNotes’’) for 13% Senior Secured Notesdue 2007 (the ‘‘New REV Holdings Notes’’).In connection therewith, REV Holdings issued $18.5  millionprincipal amount of New REV Holdings Notes in exchange for a likeprincipal amount of REV Holdings Notes. In addition, at maturity onFebruary  1,  2004, REV Holdings' parent contributed$7.9  million principal amount of REV Holdings Notes it held and$54.1  million of cash to retire the remaining outstanding REVHoldings Notes.

As of September  30,  2006, the NewREV Holdings Notes, which bear interest semi-annually and mature onFebruary  1,  2007, are secured by a pledge of 2,325,291shares of Revlon, Inc. Class A Common Stock, including all dividends,cash instruments and property and proceeds from time to time receivedin respect of the foregoing shares (collectively, the‘‘Collateral’’). In addition, the indenturegoverning the New REV Holdings Notes (the ‘‘NewIndenture’’) contains covenants that, among other things,limit, subject to certain exceptions set forth in the New Indenture,the following: (i) the issuance of additional debt and redeemable stockby REV Holdings, (ii) the creation of additional liens on theCollateral (other than the lien created by the New Indenture), (iii)the payment of dividends on capital stock of REV 

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Holdings and the redemption of capital stockof REV Holdings or any of its direct or indirect parent companies, (iv)the sale of assets and subsidiary stock (including by way ofconsolidations, mergers and similar transactions), and (v) transactionswith affiliates.

In connection with the REV Holdings ExchangeOffer, GSB Investments Corp., an affiliate of the Company, entered intoan agreement with REV Holdings (the ‘‘New KeepwellAgreement’’) pursuant to which GSB Investments Corp.agreed to provide REV Holdings with funds equal to any interest paymentdue on the New REV Holdings Notes, to the extent that REV Holdings doesnot have sufficient funds on hand to make such payment on theapplicable due date. REV Holdings currently anticipates that it willuse advances under the New Keepwell Agreement to pay interest when dueunder the New REV Holdings Notes. The New Keepwell Agreement, however,is not a guarantee of the payment of interest on the New REV HoldingsNotes. The obligations of GSB Investments Corp. under the New KeepwellAgreement are only enforceable by REV Holdings, and may not be enforcedby the holders of the New REV Holdings Notes or the trustee under theNew Indenture. Any failure of GSB Investments Corp. to make a paymentto REV Holdings under the New Keepwell Agreement will not be an eventof default under the New Indenture. Further, the New Indenture has norequirement that REV Holdings maintain the New Keepwell Agreement. Inaddition, although REV Holdings has the right to enforce the NewKeepwell Agreement, there can be no assurance that GSB InvestmentsCorp. will have sufficient funds to make any payments to REV Holdingsunder the New Keepwell Agreement or that it will comply with itsobligations under the New Keepwell Agreement.

GSB InvestmentsCorp. has advised REV Holdings that it expects either to have cash flowfrom dividends on its investments or to obtain capital contributionsfrom its affiliates that, in the aggregate, would be sufficient tosatisfy its obligations under the New Keepwell Agreement. There can beno assurance, however, that GSB Investments Corp. (a) will have suchcash flow, because, among other things, a portion of its investmentsare pledged and its investees are under no obligation to pay dividends,or (b) could obtain any such contribution or loan because, among otherthings, its affiliates are under no obligation to provide them to GSBInvestments Corp.

The New Keepwell Agreement will terminate atsuch time as there are no New REV Holdings Notes outstanding, at whichtime GSB Investments Corp. may require repayment of advances under theNew Keepwell Agreement. Advances under the New Keepwell Agreement were$6.0  million from its inception through September30,  2006 and were $2.4  million during the nine-monthperiod ended September  30,  2006.

As a result ofdealing with suppliers and vendors in a number of foreign countries,Products Corporation enters into foreign currency forward exchangecontracts and option contracts from time to time to hedge certain cashflows denominated in foreign currencies. There were foreign currencyforward exchange contracts with a notional amount of $28.9million outstanding at September  30,  2006. The fair valueof foreign currency forward exchange contracts outstanding atSeptember  30,  2006 was $0.6million.

Disclosures about Contractual Obligations andCommercial Commitments

As of September  30,  2006,there had been no material changes to the Company’s totalcontractual cash obligations, which are set forth in the table includedin REV Holdings’ Annual Report on Form 10-K for the year endedDecember  31,  2005, with the exception of the repayment ofapproximately $109.7  million of Products Corporation’s8 5/8% Senior Subordinated Notes in April2006, certain advertising commitments entered into in the secondquarter of 2006, the $100.0  million Term Loan Add-on completedin July  2006 and $50.7  million drawn under theMulti-Currency Facility as of September  30,  2006. Thefollowing table reflects the impact of theforegoing:

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|                                                 |  |  |                                              |   |         |        |  |  |           |   |      |           |  |  |           |   |       |  |  |  |  |   |       |  |  |  |  |   |         |  |
|-------------------------------------------------|--|--|----------------------------------------------|---|---------|--------|--|--|-----------|---|------|-----------|--|--|-----------|---|-------|--|--|--|--|---|-------|--|--|--|--|---|---------|--|
|                                            |  |  | Payments Due by Periodin(dollars inmillions) |
| ContractualObligations As of September 30, 2006 |  |  | Total                                        |   |         | 2006Q4 |  |  | 2007-2008 |   |      | 2009-2010 |  |  | After2010 |
| Long-term Debt (a)                              |  |  |                                              | $ | 1,482.6 |        |  |  |           | $ | 2.0  |           |  |  |           | $ | 258.1 |  |  |  |  | $ | 832.5 |  |  |  |  | $ | 390.0   |  |
| Intereston Long-term Debt(b)                    |  |  |                                              |   | 543.9   |        |  |  |           |   | 38.0 |           |  |  |           |   | 286.1 |  |  |  |  |   | 210.5 |  |  |  |  |   | 9.3     |  |
| OtherLong-term Obligations(c)                   |  |  |                                              |   | 68.0    |        |  |  |           |   | 16.3 |           |  |  |           |   | 51.2  |  |  |  |  |   | 0.5   |  |  |  |  |   | — |  |
|                                                 |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                       |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Amountreflects the impact of the aforementioned redemption in April2006 of $109.7  million aggregate principal amount of ProductsCorporation’s 8 5/8% Senior SubordinatedNotes, the $100.0  million Term Loan Add-on completed inJuly  2006 and $50.7  million drawn under theMulti-Currency Facility as of September  30,2006. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Consists of interest primarily on theNew REV Holdings Notes, as well as Products Corporation’s91⁄2% Senior Notes and the8 5/8% Senior Subordinated Notes, borrowingsunder the Multi-Currency Facility as of September  30,2006 and the $800.0  million Term Loan Facility under the 2004Credit Agreement (after giving effect to the $100.0  million TermLoan Add-on completed in July  2006) through the respectivematurity dates based upon assumptions regarding the amount of debtoutstanding under the 2004 Credit Agreement and assumed interestrates. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Consists primarily of obligationsrelated to advertising, insurance, employment contracts and otherpersonnel service contracts. Such amounts exclude severance and othercontractual commitments related to restructuring, which are discussedunder ‘‘Restructuring Costs’’. Amountreflects the additional impact of advertising commitments entered intoin the second quarter of 2006. |

Off-Balance SheetTransactions

The Company does not maintain any off-balancesheet transactions, arrangements, obligations or other relationshipswith unconsolidated entities or others that are reasonably likely tohave a material current or future effect on the Company'sfinancial condition, changes in financial condition, revenues orexpenses, results of operations, liquidity, capital expenditures orcapital resources.

Effect of Recent AccountingPronouncements

See discussion of recent accountingpronouncements in Note 1 ‘‘Basis ofPresentation’’ to the Unaudited Consolidated FinancialStatements.

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Item 3.    Quantitative and Qualitative DisclosuresAbout Market Risk

The Company has exposure to market risk bothas a result of changing interest rates and movements in foreigncurrency exchange rates. The Company’s policy is to managemarket risk through a combination of fixed and floating rate debt, theuse of derivative financial instruments and foreign exchange forwardand option contracts. The Company does not hold or issue financialinstruments for trading purposes. The qualitative and quantitativeinformation presented in Item 7A of REV Holdings’ Annual Reporton Form 10-K for the year ended December  31,  2005(‘‘Item 7A’’) describes significant aspectsof the Company’s financial instrument programs that havematerial market risk as of December  31,  2005. Thefollowing table presents the information required by Item 7A as ofSeptember  30,  2006 (See ‘‘FinancialCondition, Liquidity and Capital Resources – 2006 RefinancingTransactions’’ as to the redemption in April  2006of $109.7  million aggregate principal amount of ProductsCorporation’s 8  5/8% Senior SubordinatedNotes and additional $100.0  million in the form of the Term LoanAdd-on to the 2004 Credit Agreement’s Term LoanFacility):

|                                                 |  |  |                                                       |   |        |         |  |  |                            |   |         |         |  |  |      |   |         |            |  |  |       |   |         |         |  |  |  |   |         |         |  |  |  |   |         |         |  |  |  |   |         |        |  |  |  |   |         |        |
|-------------------------------------------------|--|--|-------------------------------------------------------|---|--------|---------|--|--|----------------------------|---|---------|---------|--|--|------|---|---------|------------|--|--|-------|---|---------|---------|--|--|--|---|---------|---------|--|--|--|---|---------|---------|--|--|--|---|---------|--------|--|--|--|---|---------|--------|
|                                            |  |  | ExpectedMaturity date for the year ended December 31, |   |        |    |  |  | Fair ValueSeptember30,2006 |
|                                            |  |  | 2006                                                  |   |        | 2007    |  |  | 2008                       |   |         | 2009    |  |  | 2010 |   |         | Thereafter |  |  | Total |
| Debt                                            |  |  |                                                       |   |   |    |
| Short-termvariable rate (variouscurrencies)     |  |  |                                                       | $ | 10.2   |    |  |  |                            | $ | — |    |  |  |      | $ | — |       |  |  |       | $ | — |    |  |  |  | $ | — |    |  |  |  | $ | — |    |  |  |  | $ | 10.2    |   |  |  |  | $ | 10.2    |   |
| Averageinterest rate(a)                         |  |  |                                                       |   | 11.3   | %  |  |  |                            |   |    |    |  |  |      |   |    |       |  |  |       |   |    |    |  |  |  |   |    |    |  |  |  |   |    |    |  |  |  |   |    |   |  |  |  |   |    |   |
| Long-termfixed rate – third party($US)    |  |  |                                                       |   |   |    |  |  |                            |   | 18.5    |    |  |  |      |   | 217.4   | *     |  |  |       |   |    |    |  |  |  |   |    |    |  |  |  |   | 390.0   |    |  |  |  |   | 625.9   |   |  |  |  |   | 568.9   |   |
| Averageinterest rate(a)                         |  |  |                                                       |   |   |    |  |  |                            |   | 13.0    | %  |  |  |      |   | 8.6     | %     |  |  |       |   |    |    |  |  |  |   |    |    |  |  |  |   | 9.5     | %  |  |  |  |   |    |   |  |  |  |   |    |   |
| Long-termvariable rate – third party($US) |  |  |                                                       |   | 2.0    |    |  |  |                            |   | 8.1     |    |  |  |      |   | 8.1     |       |  |  |       |   | 58.8    |    |  |  |  |   | 773.7   |    |  |  |  |   |    |    |  |  |  |   | 850.7   |   |  |  |  |   | 850.7   |   |
| Averageinterest rate(a)                         |  |  |                                                       |   | 11.3   | %  |  |  |                            |   | 11.2    | %  |  |  |      |   | 11.0    | %     |  |  |       |   | 9.0     | %  |  |  |  |   | 11.0    | %  |  |  |  |   |    |    |  |  |  |   |    |   |  |  |  |   |    |   |
| Totaldebt                                       |  |  |                                                       | $ | 12.2   |    |  |  |                            | $ | 26.6    |    |  |  |      | $ | 225.5   |       |  |  |       | $ | 58.8    |    |  |  |  | $ | 773.7   |    |  |  |  | $ | 390.0   |    |  |  |  | $ | 1,486.8 |   |  |  |  | $ | 1,429.8 |   |
|                                                 |

|                                               |  |  |                            |  |        |                                |  |  |                                |   |      |                            |  |  |  |   |      |        |  |  |  |   |         |        |
|-----------------------------------------------|--|--|----------------------------|--|--------|--------------------------------|--|--|--------------------------------|---|------|----------------------------|--|--|--|---|------|--------|--|--|--|---|---------|--------|
| ForwardContracts                              |  |  | AverageContractualRate$/FC |  |        | OriginalUSDollarNotionalAmount |  |  | ContractValueSeptember 30,2006 |   |      | Fair ValueSeptember30,2006 |
| Sell Hong Kong Dollars/BuyUSD                 |  |  |                            |  | 0.1285 |                           |  |  |                                | $ | 0.7  |                       |  |  |  | $ | 0.7  |   |  |  |  | $ | — |   |
| SellEuros/BuyUSD                              |  |  |                            |  | 1.2708 |                           |  |  |                                |   | 2.2  |                       |  |  |  |   | 2.2  |   |  |  |  |   | — |   |
| SellBritish Pounds/BuyUSD                     |  |  |                            |  | 1.8610 |                           |  |  |                                |   | 3.6  |                       |  |  |  |   | 3.6  |   |  |  |  |   | — |   |
| SellAustralian Dollars/BuyUSD                 |  |  |                            |  | 0.7565 |                           |  |  |                                |   | 5.6  |                       |  |  |  |   | 5.7  |   |  |  |  |   | 0.1     |   |
| SellCanadian Dollars/BuyUSD                   |  |  |                            |  | 0.8981 |                           |  |  |                                |   | 9.6  |                       |  |  |  |   | 9.6  |   |  |  |  |   | — |   |
| SellSouth African Rand/BuyUSD                 |  |  |                            |  | 0.1578 |                           |  |  |                                |   | 2.8  |                       |  |  |  |   | 3.3  |   |  |  |  |   | 0.5     |   |
| SellNew Zealand Dollars/BuyUSD                |  |  |                            |  | 0.6500 |                           |  |  |                                |   | 0.4  |                       |  |  |  |   | 0.4  |   |  |  |  |   | — |   |
| SellJapanese Yen/BuyUSD                       |  |  |                            |  | 0.0085 |                           |  |  |                                |   | 0.7  |                       |  |  |  |   | 0.7  |   |  |  |  |   | — |   |
| BuyAustralian Dollars/Sell New ZealandDollars |  |  |                            |  | 1.1621 |                           |  |  |                                |   | 3.3  |                       |  |  |  |   | 3.3  |   |  |  |  |   | — |   |
| Totalforwardcontracts                         |  |  |                            |  |   |                           |  |  |                                | $ | 28.9 |                       |  |  |  | $ | 29.5 |   |  |  |  | $ | 0.6     |   |
|                                               |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------|
| (a) | Weightedaverage variable rates are based upon implied forward rates from theyield curves at September  30,2006. |

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|---|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * | While the 8 5/8% Senior Subordinated Notes are due inFebruary  2008, under the 2004 Credit Agreement, ProductsCorporation must refinance such notes by October  30,2007, such that not more than $25.0  million of such notes remainoutstanding. In April  2006, Products Corporation redeemed$109.7  million in aggregate principal amount of its 85/8% Senior Subordinated Notes. Accordingly, at September30,  2006 there remained outstanding $217.4  million inaggregate principal amount of such notes. (See ‘‘Item 2.Management’s Discussion and Analysis of Financial Condition andResults of Operations – Overview – Overview ofFinancingActivities’’). |

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REVHOLDINGS LLC AND SUBSIDIARIES

Item4.    Controls and Procedures

(a)    DisclosureControls and Procedures.    The Company maintains disclosurecontrols and procedures that are designed to ensure that informationrequired to be disclosed in the Company's reports under theSecurities Exchange Act of 1934, as amended, is recorded, processed,summarized and reported within the time periods specified in theSEC's rules and forms, and that such information is accumulatedand communicated to management, including REV Holdings’ ChiefExecutive Officer and Chief Financial Officer, as appropriate, to allowtimely decisions regarding required disclosure. The Company'smanagement, with the participation of REV Holdings’ ChiefExecutive Officer and Chief Financial Officer, has evaluated theeffectiveness of REV Holdings’ disclosure controls andprocedures as of the end of the three-month fiscal period covered bythis Quarterly Report on Form 10-Q. Based upon such evaluation, theChief Executive Officer and the Chief Financial Officer have concludedthat, as of the end of such period, the Company's disclosurecontrols and procedures are effective.

(b)    Changes inInternal Control Over Financial Reporting.    There have notbeen any changes in the Company’s internal control overfinancial reporting during the three-month fiscal period endedSeptember  30,  2006 that have materially affected, or arereasonably likely to materially affect, the Company’s internalcontrol over financial reporting.

Forward-LookingStatements

This Quarterly Report on Form 10-Q for the thirdquarter and nine-month period ended September  30,  2006,as well as other public documents and statements of the Company,contain forward-looking statements that involve risks anduncertainties, which are based on the beliefs, expectations, estimates,projections, forecasts, plans, anticipations, targets, outlooks,initiatives, visions, objectives, strategies, opportunities, driversand intents of the Company’s management. While the Companybelieves that its estimates and assumptions are reasonable, the Companycautions that it is very difficult to predict the impact of knownfactors, and, of course, it is impossible for the Company to anticipateall factors that could affect its results. The Company's actualresults may differ materially from those discussed in suchforward-looking statements. Such statements include, withoutlimitation, the Company's expectations and estimates (whetherqualitative or quantitative) as to:

|  |           |                                            |
|--|-----------|--------------------------------------------|
|  | (i)  | the Company's future financialperformance; |

|  |            |                                                                                                                                                                                                                                                                                                                                                                             |
|--|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (ii)  | the effect on salesof weak economic conditions, adverse currency fluctuations, categoryweakness, competitive activities, retailer inventory management,retailer space reconfigurations, less than anticipated results from theCompany's new products, advertising and marketing plans andchanges in consumer purchasing habits, including with respect toshopping channels; |

|  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (iii)  | theCompany's belief that the continued implementation and refinementto its plan could include taking advantage of additional opportunitiesto reposition, repackage or reformulate one or more of its brands orproduct lines, launching additional new products, further refining itsapproach to retail merchandising and/or take further actions tooptimize its manufacturing, sourcing and organizational size andstructure, any of which, whose intended purpose would be to createvalue through profitable growth, could result in the Company makinginvestments and/or recognizing charges related to executing againstsuch opportunities; |

|  |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (iv)  | theCompany's expectations regarding its plan, including theCompany's objectives of remaining a leader in the beauty businessby continuing to provide innovation and leveraging the Company’sstrong established brands, particularly the Revlon brand, aroundthe world and leveraging the Company’s improved relationshipswith consumers and retail customers; building the excitement andglamour of Revlon-branded color cosmetics and other beautyproducts, through, among other things, innovation in productdevelopment, maximizing all elements of marketing and executing theCompany’s business plans and new product introductions withexcellence; building upon the Company’s leadership in healthybeauty color |

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|  |        |                                                                                                                                                                                                                                                                                                                                                                           |
|--|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   | cosmetics with the Company’scompletely re-staged Almay brand; supporting and building theCompany’s brands globally and investing at appropriatecompetitive levels, while controlling spending and working capital andcontinuing to capitalize on the significant opportunities the Companyhas to improve its operating profit margins and cash flow overtime; |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (v)  | the Company's plans tocontinue to focus on the opportunities that the Company believes existto increase its operating profit margin and improve its cash flows overtime, with key areas of focus being actions intended to improve resultsin the areas of cost of goods sold and returns, as well as overhead andadministrative expenses and that its cost savings initiatives wouldinclude, among other things, actions intended to improve product lifecycle management, improve in-store merchandising, improve on cost ofgoods sold, improve the effectiveness and efficiency of tradepromotions, focus on savings from strategic procurement in general andadministrative costs, optimize the Company’s internationalsupply chain and optimize the Company’s overall coststructure; |

|  |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (vi)  | the Company’splans to continue to strengthen its balance sheet and capitalstructure, including Revlon, Inc.’s plans to refinance thebalance of Products Corporation’s 8 5/8%Senior Subordinated Notes before October  30,  2007 priorto their maturity, Revlon, Inc.’s plans to conduct an additionalequity issuance of $75  million in late 2006 or in the firstquarter of 2007 and its intent to use the net cash proceeds to repayindebtedness; |

|  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (vii)  | restructuringactivities, restructuring costs, the timing of restructuring paymentsand the benefits from such activities, including the Company’sexpectations that ongoing annualized savings associated with theFebruary  2006 Program will be approximately $15  million,primarily benefiting SG&A expense, and that such program willstreamline internal processes and enable the Company to continue to bemore effective and efficient in meeting the needs of its consumers andretail customers, and that ongoing annualized savings associated withthe September  2006 Program will be approximately $34million, primarily benefiting SG&A expense, and that such programwill enable the Company to reduce costs and improve its profit marginsand, by consolidating responsibilities in certain related functions andreducing layers of management and will increase accountability andeffectiveness within theCompany; |

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (viii)  | the Company’sexpectation that operating revenues, cash on hand and funds availablefor borrowing under Products Corporation's 2004 Credit Agreement,the 2004 Consolidated MacAndrews & Forbes Line of Credit and otherpermitted lines of credit, as well as advances under the New KeepwellAgreement, will be sufficient to satisfy the Company's operatingexpenses in 2006, including cash requirements referred to in item (xi)below; |

|  |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (ix)  | the Company’sexpected sources of funds, including the availability of funds fromProducts Corporation's 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit and other permittedlines of credit, as well as advances under the New Keepwell Agreement,restructuring indebtedness, selling assets or operations, capitalcontributions and/or loans from MacAndrews & Forbes, theCompany's other affiliates and/or third parties and/or the saleof additional securities of theCompany; |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (x)  | the availability ofadvances under the New Keepwell Agreement being sufficient to satisfyREV Holdings' cash requirements, GSB Investments Corp.'splan to obtain capital contributions or loans from its affiliates tomake advances under the New Keepwell Agreement if it does not havesufficient cash flow from dividends on its investments and the sale ofsecurities of REV Holdings to pay the principal amount at maturity ofthe New REV Holdings Notes; |

|  |            |                                                                                                                                                                                                                                                                                                                                                          |
|--|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (xi)  | theCompany's expected uses of funds, including amounts required forthe payment of operating expenses, including expenses in connectionwith the continued implementation of, and refinement to, theCompany's plan, payments in connection with the Company'spurchases of permanent wall displays, capital expenditure requirements,restructuring programs |

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|  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  |   | (including, without limitation, theFebruary  2006 Program and the September  2006 Program),executive severance not otherwise included in the Company’srestructuring programs, debt service payments and costs and regularlyscheduled pension and post-retirement plan contributions, and itsestimates of operating expenses, working capital expenses, wall displaycosts, capital expenditures, restructuring costs, executive severance,debt service payments (including payments required under ProductsCorporation's debt instruments and interest payments under theNew REV Holdings Notes) and cash contributions to Revlon, Inc.’spension plans and post-retirement benefitplans; |

|  |             |                                                                   |
|--|-------------|-------------------------------------------------------------------|
|  | (xii)  | matters concerning theCompany's market-risk sensitiveinstruments; |

|  |              |                                                                                    |
|--|--------------|------------------------------------------------------------------------------------|
|  | (xiii)  | the expectedeffects of the Company's adoption of certain accountingprinciples; and |

|  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (xiv)  | theCompany's plan to efficiently manage its cash and workingcapital, including, among other things, by carefully managing inventorylevels, centralized purchasing to secure discounts and efficiencies inprocurement, and providing additional discounts to U.S. customers formore timely payment of receivables and carefully managing accountspayable and most recently targeted controls on general andadministrative spending. |

Statements that are not historicalfacts, including statements about the Company's beliefs andexpectations, are forward-looking statements. Forward-lookingstatements can be identified by, among other things, the use offorward-looking language such as‘‘estimates,’’‘‘objectives,’’‘‘visions,’’‘‘projects,’’‘‘forecasts,’’‘‘plans,’’‘‘targets,’’‘‘strategies,’’‘‘opportunities,’’‘‘drivers,’’‘‘believes,’’‘‘intends,’’‘‘outlooks,’’‘‘initiatives,’’‘‘expects,’’ ‘‘scheduledto,’’ ‘‘anticipates,’’‘‘seeks,’’‘‘may,’’‘‘will,’’ or‘‘should’’ or the negative of those terms,or other variations of those terms or comparable language, or bydiscussions of strategies, targets, models or intentions.Forward-looking statements speak only as of the date they are made, andexcept for the Company's ongoing obligations under the U.S.federal securities laws, the Company undertakes no obligation topublicly update any forward-looking statements, whether as a result ofnew information, future events or otherwise. Investors are advised,however, to consult any additional disclosures REV Holdings made in itsAnnual Report on Form 10-K for the fiscal year ended December31,  2005 and makes in its Quarterly Reports on Form 10-Q andCurrent Reports on Form 8-K, in each case filed with the Securities andExchange Commission (the ‘‘SEC’’) in 2006(which, among other places, can be found on the SEC's website athttp://www.sec.gov) A number of important factors could cause actualresults to differ materially from those contained in anyforward-looking statement. See also Item 1A. ‘‘RiskFactors’’ in REV Holdings’ Annual Report on Form10-K for the fiscal year ended December  31,  2005 forfurther discussion of risks associated with the Company’sbusiness. In addition to factors that may be described in theCompany's filings with the SEC, including this filing, thefollowing factors, among others, could cause the Company's actualresults to differ materially from those expressed in anyforward-looking statements made by the Company:

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (i)  | unanticipated circumstances orresults affecting the Company's financial performance, includingdecreased consumer spending in response to weak economic conditions orweakness in the mass-market cosmetics category; changes in consumerpreferences, such as reduced consumer demand for the Company'scolor cosmetics and other current products; changes in consumerpurchasing habits, including with respect to shopping channels; lowerthan expected retail customer acceptance or consumer acceptance of theCompany’s product offerings; higher than expected returns ordecreased sales of the Company’s product offerings, includingless than anticipated results from the Company's new products andadvertising and marketing plans; actions by the Company’scustomers, such as retailer inventory management and greater thananticipated retailer space reconfigurations and/or productdiscontinuances; and changes in the competitive environment and actionsby the Company's competitors, including business combinations,technological breakthroughs, new products offerings, continuedincreased advertising, marketing and promotional spending and marketingand promotional successes, including increases in marketshare; |

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|  |            |                                                                                                                                                                                                                                                                                        |
|--|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (ii)  | theeffects of and changes in economic conditions (such as inflation,monetary conditions and foreign currency fluctuations, as well as intrade, monetary, fiscal and tax policies in international markets) andpolitical conditions (such as military actions and terroristactivities); |

|  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (iii)  | unanticipatedcosts or difficulties or delays in completing projects associated withthe continued implementation of, and refinement to, the Company'splan or lower than expected revenues or inability to achieveprofitability over the long-term as a result of such plan, includinglower than expected sales, or higher than expected costs, including asmay arise from any additional repositioning, repackaging orreformulating of one or more of the Company's brands or productlines, launching of new product lines, including difficulties or delaysin launching its new products for 2007, further refining its approachto retail merchandising, and/or difficulties, delays or increased costsin connection with taking further actions to optimize theCompany’s manufacturing, sourcing or organizational size andstructure; |

|  |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (iv)  | difficulties, delaysor unanticipated costs in implementing and refining the Company'splan, which could affect the Company's ability to achieve itsobjectives as set forth in clause (iv) above, such as lessthan effective product innovation, less than expected growth of theCompany’s established brands, such as Revlon, less thanexpected acceptance of the Company’s marketing programs by theCompany’s consumers and retail customers, disruptions inexecuting the Company’s plans, less than expected performancefrom the Company’s other brands, less than expected investmentin brand support or greater than expected competitive investment, lessthan expected performance of the Company’s Almay brand orloss of retailer shelfspace; |

|  |           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (v)  | difficulties, delays orunanticipated costs in connection with the Company's plans toincrease its operating profit margin and improve its cash flows overtime, such as difficulties, delays or the inability to take actionsintended to improve results in cost of goods sold, returns and/oroverhead and administrative expenses, including as a result ofdifficulties, delays or the inability to take actions intended toimprove product life cycle management, in-store merchandising, costs ofgoods sold, the effectiveness and efficiency of trade promotions and/orgenerate savings from strategic procurement in general andadministrative costs, from improvements in the Company’sinternational supply chain and/or from improvements in theCompany’s overall coststructure; |

|  |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (vi)  | difficulties, delaysor unanticipated costs in, or the Company's inability toconsummate, transactions to strengthen its balance sheet and capitalstructure, including difficulties, delays or increased costs associatedwith, or the inability to consummate, in whole or in part, therefinancing of the balance of Products Corporation’s8 5/8% Senior Subordinated Notes beforeOctober  30,  2007 prior to their maturity, ordifficulties, delays or increased costs associated with conducting, orRevlon, Inc.’s inability to consummate, in whole or in part, theadditional Revlon, Inc. $75  million equity issuance in late 2006or in the first quarter of2007; |

|  |             |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (vii)  | difficulties, delays orunanticipated costs or less than expected savings and other benefitsresulting from the Company's restructuring activities, such asless than anticipated on-going annualized savings from theFebruary  2006 Program and/or the September  2006 Program,and the risk that the February  2006 Program and/or theSeptember  2006 Program may not satisfy the Company’sobjectives as set forth in clause (vii)above; |

|  |              |                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (viii)  | lower than expectedoperating revenues, the inability to secure capital contributions orloans from MacAndrews & Forbes, the Company's otheraffiliates and/or thirdparties; |

|  |            |                                                                                                                                                                                                                                                                                                                                                        |
|--|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (ix)  | the unavailability offunds under Products Corporation's 2004 Credit Agreement, the2004 Consolidated MacAndrews & Forbes Line of Credit and/or otherpermitted lines of credit or advances under the New Keepwell Agreement,or from restructuring indebtedness, selling assets or operations and/orthe sale of additional securities of the Company; |

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|  |           |                                                                                                                                                                                                                                                                                                                               |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (x)  | advancesunder the New Keepwell Agreement being insufficient to satisfy REVHoldings' cash requirements or GSB Investments Corp.'sinability to obtain capital contributions or loans from its affiliatesto make advances under the New Keepwell Agreement if it has notreceived sufficient dividend income from itsinvestments; |

|  |            |                                                                                                                                                                                                                                                                                                                                                                    |
|--|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | (xi)  | higher than expectedoperating expenses, sales returns, working capital expenses, walldisplay costs, capital expenditures, restructuring costs, executiveseverance not otherwise included in the Company’s restructuringprograms, debt service payments, regularly scheduled cash pension plancontributions and/or post-retirement benefit plancontributions; |

|  |             |                                                                                                                        |
|--|-------------|------------------------------------------------------------------------------------------------------------------------|
|  | (xii)  | interest rate orforeign exchange rate changes affecting the Company and its market-risksensitive financialinstruments; |

|  |              |                                                                                        |
|--|--------------|----------------------------------------------------------------------------------------|
|  | (xiii)  | unanticipatedeffects of the Company's adoption of certain new accountingstandards; and |

|  |             |                                                                                                        |
|--|-------------|--------------------------------------------------------------------------------------------------------|
|  | (xiv)  | difficulties,delays or the inability of the Company to efficiently manage its cashand working capital. |

Factors other than those listed abovecould also cause the Company's results to differ materially fromexpected results. This discussion is provided as permitted by thePrivate Securities Litigation Reform Act of1995.

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PART II – OTHERINFORMATION

|                |             |
|----------------|-------------|
| Item 1A.  | RiskFactors |

For a discussion of the Company’s risk factors,see REV Holdings’ Annual Report on Form 10-K for the year endedDecember  31,  2005.

|              |          |
|--------------|----------|
| Item6.  | Exhibits |

|                                      |  |  |                                                                                                                                                                                                                                                                                   |
|--------------------------------------|--|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     4.1          |  |  | AmendmentNo. 2 to Credit Agreement, dated as of July  28,  2006(incorporated by reference to Exhibit 4.1 of the Current Report on Form8-K of Revlon Consumer Products Corporation filed with the SEC onJuly  28,2006).                                                            |
|     4.2          |  |  | Amendment No. 3 toCredit Agreement, dated as of September  29,  2006(incorporated by reference to Exhibit 4.1 of the Current Report on Form8-K of Revlon Consumer Products Corporation filed with the SEC onSeptember  29,2006).                                                  |
|   10.1                     |  |  | Second Amendment toEmployment Agreement, dated as of September  18,  2006,between Revlon Consumer Products Corporation and David L. Kennedy(incorporated by reference to Exhibit 10.1 to the Current Report onForm 8-K of Revlon, Inc. filed with the SEC on September19,  2006). |
|   10.2                     |  |  | SeparationAgreement, dated September  18,  2006, between RevlonConsumer Products Corporation and Jack L. Stahl (incorporated byreference to Exhibit 10.2 to the Quarterly Report on Form 10-Q ofRevlon, Inc. for the quarter ended September 30,2006).                            |
|   10.3                     |  |  | Separation Agreement,dated October  6,  2006, between Revlon Consumer ProductsCorporation and Thomas E. McGuire (incorporated by reference to Exhibit10.3 to the Quarterly Report on Form 10-Q of Revlon, Inc. for thequarter ended September 30,2006).                           |
|   10.4                     |  |  | The Revlon ExecutiveSeverance Pay Plan (incorporated by reference to Exhibit 10.4 to theQuarterly Report on Form 10-Q of Revlon, Inc. for the quarter endedSeptember 30, 2006).                                                                                                   |
| *31.1                                |  |  | Certification ofRonald O. Perelman, Chief Executive Officer, dated November 9, 2006,pursuant to Rule 13a-14(a)/15d-14(a) of the ExchangeAct.                                                                                                                                      |
| *31.2                                |  |  | Certification of Paul G. Savas,Chief Financial Officer, dated November 9, 2006, pursuant to Rule13a-14(a)/15d-14(a) of the ExchangeAct.                                                                                                                                           |
|   32.1 (furnishedherewith) |  |  | Certification of Ronald O. Perelman, Chief ExecutiveOfficer, dated November 9, 2006, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                      |
|   32.2 (furnishedherewith) |  |  | Certification of Paul G. Savas, Chief FinancialOfficer, dated November 9, 2006, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                           |
|                                      |

|  |
|--|
|  |  |
|  |

|   |                |
|---|----------------|
| * | Filedherewith. |

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SI G N A T U R E S

Pursuant to the requirements of the SecuritiesExchange Act of 1934, as amended, the registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto dulyauthorized.

Dated: November 9, 2006

REVHOLDINGS LLCRegistrant

By: /s/ Paul G.Savas                                                       Paul G. Savas           Executive VicePresident,           Chief FinancialOfficer,            ChiefAccounting Officer and Manager

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