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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

(MarkOne)

   **x**       QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the quarterly period ended September 30,2005

OR

   **   **       TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the transition period from                        to                   

Commission File Number 333-23451

REVHOLDINGS LLC

(Exact name ofregistrant as specified in its charter)

|                                                               |  |                                     |  |  |  |  |
|---------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Delaware                                                      |  | 13-3933701                          |
| (State orother jurisdiction of incorporation or organization) |  | (I.R.S. Employer IdentificationNo.) |
| 35East 62nd Street, New York, NewYork                         |  | 10021                               |
| (Addressof principal executiveoffices)                        |  | (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 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90days.    Yes   X    No       

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the ExchangeAct).    Yes           No   X

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the ExchangeAct).    Yes           No    X

As of September 30, 2005, the registrant's membershipinterest is held by Revlon Holdings, LLC.

TotalPages – 41

    

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REV HOLDINGSLLC AND SUBSIDIARIESINDEX

PART I – FINANCIALINFORMATION

|                                 |  |                                                                                                                                                                      |        |        |        |        |  |  |  |  |
|---------------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--|--|--|--|
| ITEM1.                          |  | FINANCIALSTATEMENTS                                                                                                                                                  |        |   |   |   |
|                            |  | ConsolidatedBalance Sheets as of September 30, 2005 (Unaudited) and December 31,    2004                                                         |        |   | 2      |   |
|                            |  | UnauditedConsolidated Statements of Operations for the Three and Nine Months    Ended September 30, 2005 and2004                                 |        |   | 3      |   |
|                            |  | Unaudited ConsolidatedStatements of Member's Deficiency and Comprehensive Loss    for the Three and Nine Months Ended September 30, 2005 and2004 |        |   | 4      |   |
|                            |  | Unaudited ConsolidatedStatements of Cash Flows for the Nine Months Ended     September 30,2005 and 2004                                          |        |   | 5      |   |
|                            |  | Notes to UnauditedConsolidated FinancialStatements                                                                                                                   |        |   | 6      |   |
|                            |  |                                                                                                                                                                 |        |   |   |   |
| ITEM2.                          |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS                                                                                 |        |   | 14     |   |
| ITEM3.                          |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK                                                                                                            |        |   | 31     |   |
| ITEM 4.                         |  | CONTROLS ANDPROCEDURES                                                                                                                                               |        |   | 32     |   |
|                            |  |                                                                                                                                                                 |        |   |   |   |
| PARTII – OTHERINFORMATION |  |                                                                                                                                                                 |   |   |
|                            |  |                                                                                                                                                                 |        |   |   |   |
| ITEM6.                          |  | EXHIBITS                                                                                                                                                             |        |   | 39     |   |
|                            |  | SIGNATURES                                                                                                                                                           |        |   | 40     |   |
|                                 |

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PART I – FINANCIALINFORMATION

ITEM 1.    FINANCIAL STATEMENTS

REVHOLDINGS LLC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS(dollars inmillions)

|                                                                                                                |  |                  |          |                 |  |        |          |         |  |  |
|----------------------------------------------------------------------------------------------------------------|--|------------------|----------|-----------------|--|--------|----------|---------|--|--|
|                                                                                                           |  | September30,2005 |          | December31,2004 |
|                                                                                                           |  | (Unaudited)      |          |            |
| **ASSETS**                                                                                                     |  |             |     |            |  |   |     |    |
| Currentassets:                                                                                                 |  |             |     |            |  |   |     |    |
| Cash andcash equivalents                                                                                       |  | $                | 77.7     |            |  | $      | 120.8    |    |
| Tradereceivables, less allowances of $17.3 and $19.0 as ofSeptember 30,2005 and December 31, 2004,respectively |  |             | 158.3    |            |  |   | 200.6    |    |
| Inventories                                                                                                    |  |             | 226.4    |            |  |   | 154.7    |    |
| Prepaidexpenses and other                                                                                      |  |             | 72.8     |            |  |   | 69.7     |    |
| Totalcurrent assets                                                                                            |  |             | 535.2    |            |  |   | 545.8    |    |
| Property,plant and equipment,net                                                                               |  |             | 116.0    |            |  |   | 118.7    |    |
| Other assets                                                                                                   |  |             | 143.4    |            |  |   | 149.9    |    |
| Goodwill,net                                                                                                   |  |             | 186.0    |            |  |   | 186.1    |    |
| Totalassets                                                                                                    |  | $                | 980.6    |            |  | $      | 1,000.5  |    |
| **LIABILITIESAND MEMBER'SDEFICIENCY**                                                                          |  |             |     |            |  |   |     |    |
| Currentliabilities:                                                                                            |  |             |     |            |  |   |     |    |
| Short-term borrowings– third parties                                                                     |  | $                | 40.4     |            |  | $      | 36.6     |    |
| Current portion oflong-term debt – third parties                                                         |  |             | —  |            |  |   | 10.5     |    |
| Accounts payable andoutstanding checks                                                                         |  |             | 111.4    |            |  |   | 95.2     |    |
| Accrued expenses andother.                                                                                     |  |             | 298.2    |            |  |   | 284.2    |    |
| Totalcurrentliabilities                                                                                        |  |             | 450.0    |            |  |   | 426.5    |    |
| Long-termdebt – thirdparties                                                                             |  |             | 1,431.8  |            |  |   | 1,326.7  |    |
| Long-termdebt –affiliates                                                                                |  |             | 3.6      |            |  |   | 1.2      |    |
| Other long-termliabilities                                                                                     |  |             | 293.5    |            |  |   | 294.6    |    |
|                                                                                                           |  |             |     |            |  |   |     |    |
| Member'sdeficiency:                                                                                            |  |             |     |            |  |   |     |    |
| Member'sinterest.                                                                                              |  |             | —  |            |  |   | —  |    |
| Additionalpaid-in capital                                                                                      |  |             | 955.4    |            |  |   | 955.6    |    |
| Accumulated deficit sinceJuly 24,1992                                                                          |  |             | (2,017.2 | )          |  |   | (1,867.3 | )  |
| Deferredcompensation.                                                                                          |  |             | (7.9     | )          |  |   | (12.5    | )  |
| Accumulatedother comprehensiveloss                                                                             |  |             | (128.6   | )          |  |   | (124.3   | )  |
| Totalmember'sdeficiency                                                                                        |  |             | (1,198.3 | )          |  |   | (1,048.5 | )  |
| Totalliabilities and member'sdeficiency                                                                        |  | $                | 980.6    |            |  | $      | 1,000.5  |    |
|                                                                                                                |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

2

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REV HOLDINGS LLC AND SUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars inmillions)

|                                             |  |                                |         |                              |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------|--|--------------------------------|---------|------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                        |  | ThreeMonths EndedSeptember 30, |         | Nine MonthsEndedSeptember30, |
|                                        |  | 2005                           |         | 2004                         |  | 2005   |         | 2004    |
|                                        |  |                           |    |                         |  |   |    |    |  |   |    |    |  |   |    |    |
| Netsales                                    |  | $                              | 275.3   |                         |  | $      | 294.4   |    |  | $      | 894.5   |    |  | $      | 918.9   |    |
| Costofsales                                 |  |                           | 117.0   |                         |  |   | 117.9   |    |  |   | 350.1   |    |  |   | 353.4   |    |
| Grossprofit                                 |  |                           | 158.3   |                         |  |   | 176.5   |    |  |   | 544.4   |    |  |   | 565.5   |    |
| Selling,general and administrative expenses |  |                           | 190.6   |                         |  |   | 177.9   |    |  |   | 577.7   |    |  |   | 549.2   |    |
| Restructuring(benefit) costs and other,net  |  |                           | — |                         |  |   | 0.6     |    |  |   | 1.5     |    |  |   | — |    |
| Operating(loss)income                       |  |                           | (32.3   | )                       |  |   | (2.0    | )  |  |   | (34.8   | )  |  |   | 16.3    |    |
| Otherexpenses(income):                      |  |                           |    |                         |  |   |    |    |  |   |    |    |  |   |    |    |
| Interestexpense                             |  |                           | 33.8    |                         |  |   | 29.4    |    |  |   | 96.5    |    |  |   | 104.8   |    |
| Interestincome                              |  |                           | (1.4    | )                       |  |   | (1.3    | )  |  |   | (4.8    | )  |  |   | (3.4    | )  |
| Amortizationof debt issuancecosts.          |  |                           | 1.8     |                         |  |   | 1.7     |    |  |   | 5.1     |    |  |   | 7.6     |    |
| Foreigncurrency (gains) losses,net          |  |                           | (2.7    | )                       |  |   | (1.2    | )  |  |   | (1.4    | )  |  |   | 0.4     |    |
| Losson early extinguishment ofdebt          |  |                           | — |                         |  |   | 58.8    |    |  |   | 9.0     |    |  |   | 91.4    |    |
| Gainon issuance of subsidiarystock          |  |                           | — |                         |  |   | — |    |  |   | — |    |  |   | (363.6  | )  |
| Miscellaneous,net                           |  |                           | (0.1    | )                       |  |   | (0.1    | )  |  |   | 1.5     |    |  |   | 2.4     |    |
| Otherexpenses,net                           |  |                           | 31.4    |                         |  |   | 87.3    |    |  |   | 105.9   |    |  |   | (160.4  | )  |
| Lossbefore income taxes                     |  |                           | (63.7   | )                       |  |   | (89.3   | )  |  |   | (140.7  | )  |  |   | 176.7   |    |
| Provisionfor incometaxes                    |  |                           | 2.3     |                         |  |   | 2.9     |    |  |   | 9.2     |    |  |   | 5.0     |    |
| Netloss                                     |  | $                              | (66.0   | )                       |  | $      | (92.2   | )  |  | $      | (149.9  | )  |  | $      | 171.7   |    |
|                                             |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

3

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REV HOLDINGS LLC AND SUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF MEMBER'S DEFICIENCY ANDCOMPREHENSIVE LOSS (dollars inmillions)

|                                                          |  |                           |        |                    |  |                       |          |                                     |  |                          |        |         |  |        |        |         |  |        |          |         |  |  |
|----------------------------------------------------------|--|---------------------------|--------|--------------------|--|-----------------------|----------|-------------------------------------|--|--------------------------|--------|---------|--|--------|--------|---------|--|--------|----------|---------|--|--|
|                                                     |  | AdditionalPaid-In-Capital |        | AccumulatedDeficit |  | Deferred Compensation |          | AccumulatedOther Comprehensive Loss |  | TotalMember's Deficiency |
| Balance, January 1,2005                                  |  | $                         | 955.6  |               |  | $                     | (1,867.3 | )                              |  | $                        | (12.5  | )  |  | $      | (124.3 | )  |  | $      | (1,048.5 | )  |
| Stock-basedcompensation                                  |  |                      | (0.2   | )             |  |                  |     |                                |  |                     | 0.2    |    |  |   |   |    |  |   | —  |    |
| Amortizationof deferredcompensation                      |  |                      |   |               |  |                  |     |                                |  |                     | 4.4    |    |  |   |   |    |  |   | 4.4      |    |
| Comprehensiveloss:                                       |  |                      |   |               |  |                  |     |                                |  |                     |   |    |  |   |   |    |  |   |     |    |
| Netloss                                                  |  |                      |   |               |  |                  | (149.9   | )                              |  |                     |   |    |  |   |   |    |  |   | (149.9   | )  |
| Revaluationof foreign currency forward exchangecontracts |  |                      |   |               |  |                  |     |                                |  |                     |   |    |  |   | 2.2    |    |  |   | 2.2      |    |
| Currencytranslationadjustment                            |  |                      |   |               |  |                  |     |                                |  |                     |   |    |  |   | (6.5   | )  |  |   | (6.5     | )  |
| Totalcomprehensiveloss                                   |  |                      |   |               |  |                  |     |                                |  |                     |   |    |  |   |   |    |  |   | (154.2   | )  |
| Balance,September 30,2005                                |  | $                         | 955.4  |               |  | $                     | (2,017.2 | )                              |  | $                        | (7.9   | )  |  | $      | (128.6 | )  |  | $      | (1,198.3 | )  |
|                                                          |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

4

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REV HOLDINGS LLC AND SUBSIDIARIESUNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars inmillions)

|                                                                                                  |  |                              |         |         |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------------|--|------------------------------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                             |  | NineMonths EndedSeptember30, |
|                                                                                             |  | 2005                         |         | 2004    |
| **CASHFLOWS FROM OPERATINGACTIVITIES:**                                                          |  |                         |    |    |  |   |     |    |
| Netloss                                                                                          |  | $                            | (149.9  | )  |  | $      | 171.7    |    |
| Adjustmentsto reconcile net loss to net cash used in operatingactivities:                        |  |                         |    |    |  |   |     |    |
| Depreciationandamortization                                                                      |  |                         | 75.3    |    |  |   | 79.7     |    |
| Amortizationof debt discount                                                                     |  |                         | 0.1     |    |  |   | 1.8      |    |
| Stockcompensationamortization                                                                    |  |                         | 4.4     |    |  |   | 4.7      |    |
| Loss on earlyextinguishment of debt                                                              |  |                         | 9.0     |    |  |   | 77.3     |    |
| Gain on issuance ofsubsidiarystock                                                               |  |                         | — |    |  |   | (363.6   | )  |
| Changein assets andliabilities:                                                                  |  |                         |    |    |  |   |     |    |
| Decreasein trade receivables                                                                     |  |                         | 38.4    |    |  |   | 10.4     |    |
| Increase ininventories                                                                           |  |                         | (74.6   | )  |  |   | (17.2    | )  |
| Increasein prepaid expenses and other currentassets                                              |  |                         | (3.1    | )  |  |   | (21.6    | )  |
| Increase(decrease) in accountspayable                                                            |  |                         | 6.5     |    |  |   | (16.8    | )  |
| Increase(decrease) in accrued expenses and other currentliabilities                              |  |                         | 13.8    |    |  |   | (22.7    | )  |
| Purchase ofpermanentdisplays                                                                     |  |                         | (38.7   | )  |  |   | (40.3    | )  |
| Other,net                                                                                        |  |                         | 0.5     |    |  |   | (4.4     | )  |
| Netcash used in operatingactivities                                                              |  |                         | (118.3  | )  |  |   | (141.0   | )  |
|                                                                                             |  |                         |    |    |  |   |     |    |
| **CASHFLOWS FROM INVESTINGACTIVITIES:**                                                          |  |                         |    |    |  |   |     |    |
| Capitalexpenditures                                                                              |  |                         | (16.0   | )  |  |   | (12.5    | )  |
| Investmentin debt defeasancetrust                                                                |  |                         | (197.9  | )  |  |   | —  |    |
| Liquidation ofinvestment in debt defeasancetrust                                                 |  |                         | 197.9   |    |  |   | —  |    |
| Netcash used in investingactivities                                                              |  |                         | (16.0   | )  |  |   | (12.5    | )  |
|                                                                                             |  |                         |    |    |  |   |     |    |
| **CASHFLOWS FROM FINANCINGACTIVITIES:**                                                          |  |                         |    |    |  |   |     |    |
| Net increase inshort-term borrowings and overdraft – third parties                         |  |                         | 15.8    |    |  |   | 3.9      |    |
| Proceeds from the issuance oflong-term debt – thirdparties                                 |  |                         | 386.2   |    |  |   | 1,135.9  |    |
| Repayment oflong-term debt – third parties, including prepayment fee andpremiums           |  |                         | (297.9  | )  |  |   | (1,014.3 | )  |
| Proceedsfrom the issuance of long-term debt – affiliates                                   |  |                         | — |    |  |   | 42.7     |    |
| Repayment of long-termdebt –affiliates                                                     |  |                         | — |    |  |   | (19.5    | )  |
| Capitalcontribution fromaffiliate                                                                |  |                         | — |    |  |   | 54.1     |    |
| Advancesunder the KeepwellAgreement                                                              |  |                         | 2.4     |    |  |   | 5.7      |    |
| Payment offinancingcosts                                                                         |  |                         | (12.0   | )  |  |   | (30.7    | )  |
| Netcash provided by financingactivities                                                          |  |                         | 94.5    |    |  |   | 177.8    |    |
| Effectof exchange rate changes on cash and cashequivalents                                       |  |                         | (3.3    | )  |  |   | 3.0      |    |
| Net(decrease) increase in cash and cashequivalents                                               |  |                         | (43.1   | )  |  |   | 27.3     |    |
| Cashand cash equivalents at beginning ofperiod                                                   |  |                         | 120.8   |    |  |   | 56.5     |    |
| Cashand cash equivalents at end ofperiod                                                         |  | $                            | 77.7    |    |  | $      | 83.8     |    |
| Supplementalschedule of cash flowinformation:                                                    |  |                         |    |    |  |   |     |    |
| Cashpaid during the periodfor:                                                                   |  |                         |    |    |  |   |     |    |
| Interest                                                                                         |  | $                            | 94.6    |    |  | $      | 116.6    |    |
| Incometaxes, net ofrefunds                                                                       |  | $                            | 9.1     |    |  | $      | 8.1      |    |
| Supplementalschedule of noncash investing and financingactivities:                               |  |                         |    |    |  |   |     |    |
| Conversionof long-term debt and accrued interest to Revlon Class A CommonStock                   |  | $                            | — |    |  | $      | 813.8    |    |
| Noncashcapital contributions from parent of REV Holdings Notes and issuance ofstock toaffiliates |  | $                            | — |    |  | $      | 7.9      |    |
| Issuance ofNew REV Holdings Notes in exchange for REV HoldingNotes                               |  | $                            | — |    |  | $      | 18.5     |    |
| Noncash capitalcontribution from parent of REV Holdings related to the KeepwellAgreement         |  | $                            | — |    |  | $      | 28.4     |    |
|                                                                                                  |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

5

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amounts inmillions)

(1)    BASIS OFPRESENTATION

REV Holdings LLC ("REVHoldings" and together with its subsidiaries, the"Company") is a Delaware limited liabilitycompany. REV Holdings conducts its business exclusively through itsindirect subsidiary, Revlon Consumer Products Corporation("Products Corporation"), and itssubsidiaries. The Company manufactures and sells an extensive array ofcosmetics and skin care, fragrances and personal care products. TheCompany's principal customers include large mass volume retailersand chain drug stores, as well as certain department stores and otherspecialty stores, such as perfumeries. The Company also sells consumerproducts to U.S. military exchanges and commissaries, and has alicensing group. Products Corporation is a wholly-owned subsidiary ofRevlon, Inc.

The accompanying Consolidated Financial Statementsare unaudited. In management's opinion, all adjustments(consisting of only normal recurring adjustments) necessary for a fairpresentation have been made. The Unaudited Consolidated FinancialStatements include the accounts of the Company after elimination of allintercompany balances and transactions. The Company has made a numberof estimates and assumptions relating to the assets and liabilities,the disclosure of contingent assets and liabilities and the reportingof revenues and expenses to prepare these financial statements inconformity with accounting principles generally accepted in the UnitedStates. Actual results could differ from those estimates. The UnauditedConsolidated Financial Statements should be read in conjunction withthe consolidated financial statements and related notes contained inthe Company's Annual Report on Form 10-K for the year endedDecember 31, 2004. All terms not defined elsewhere herein have the samemeaning ascribed to them in REV Holdings' Annual Report on Form10-K for the year ended December 31, 2004.

As of September 30,2005, REV Holdings owned 20,819,333 shares of Class A Common Stock ofRevlon, Inc. ("Common Stock" or"Class A Common Stock") and 31,250,000 sharesof Class B Common Stock (together with the Class A Common Stock, the"Common Stock") of Revlon, Inc. (representingapproximately 14% of the Common Stock and approximately51% of the combined voting power of the Common Stock). The REVHoldings membership interest is owned by its sole member, RevlonHoldings LLC ("Revlon Holdings"), whosemembership interest, in turn, is owned indirectly by MacAndrews &Forbes Holdings Inc. ("MacAndrews & ForbesHoldings" and, together with its affiliates,"MacAndrews & Forbes"), a corporationwholly owned by Ronald O. Perelman. As of September 30, 2005,MacAndrews & Forbes Holdings beneficially owned approximately60% of the Common Stock (representing approximately 77%of the combined voting power of the Common Stock).

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

Stock-Based Compensation

Statement of Financial Accounting Standards("SFAS") No. 123, "Accountingfor Stock-Based Compensation," encourages, but does notrequire, companies to record compensation cost for stock-based employeecompensation plans at fair value. The Company has chosen to account forstock-based compensation plans using the intrinsic value methodprescribed in Accounting Principles Board("APB") Opinion No. 25,"Accounting for Stock Issued to Employees,"and related interpretations. Accordingly, compensation cost for stockoptions issued to employees is measured as the excess, if any, of thequoted market price of Revlon, Inc.'s Class A Common Stock at thedate of the grant over the amount an employee must pay to acquire suchstock.

6

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amounts inmillions)

The following table illustrates the effecton net loss as if the Company had applied the fair value method tocalculate its stock-based compensation under the disclosure provisionsof SFAS No. 123 and amended disclosure provisions of SFAS No. 148,"Accounting for Stock-Based Compensation –Transition and Disclosure, an amendment of FASB Statement No.123:"

|                                                                                                         |  |                                 |       |                              |  |        |        |         |  |        |        |         |  |        |       |         |  |  |
|---------------------------------------------------------------------------------------------------------|--|---------------------------------|-------|------------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|-------|---------|--|--|
|                                                                                                    |  | ThreeMonths Ended September 30, |       | Nine MonthsEndedSeptember30, |
|                                                                                                    |  | 2005                            |       | 2004                         |  | 2005   |        | 2004    |
| Net(loss) income as reported                                                                            |  | $                               | (66.0 | )                       |  | $      | (92.2  | )  |  | $      | (149.9 | )  |  | $      | 171.7 |    |
| Add-back:Stock-based employee compensation expense included in reported net loss                        |  |                            | 1.3   |                         |  |   | 2.6    |    |  |   | 4.4    |    |  |   | 4.7   |    |
| Deduct:Stock-based employee compensation expense determined under fair valuebased method for all awards |  |                            | (5.7  | )                       |  |   | (11.4  | )  |  |   | (16.6  | )  |  |   | (21.9 | )  |
| Proforma net loss                                                                                       |  | $                               | (70.4 | )                       |  | $      | (101.0 | )  |  | $      | (162.1 | )  |  | $      | 154.5 |    |
|                                                                                                         |

Thefair value of each option grant is estimated on the date of the grantusing the Black-Scholes option-pricing model. The Company granted40,000 and 5,200,472 stock options during the three months and ninemonths ended September 30, 2005, respectively. The followingyear-to-date weighted average assumptions were used to calculate thefair value of these options: no dividend yield; expected volatility ofapproximately 61%; weighted average risk-free interest rate of3.95%; and an expected life of 4.75 years.

RecentAccounting Pronouncements

In March 2005, the FASB issuedFinancial Interpretation Number ("FIN") 47,"Accounting for Conditional Asset RetirementObligations," an interpretation of SFAS No. 143,"Asset Retirement Obligations." FIN 47addresses diverse accounting practices that have developed with regardto the timing of liability recognition for legal obligations associatedwith the retirement of a tangible long-lived asset in which the timingand/or method of settlement are conditional on a future event that mayor may not be within the control of the entity. FIN 47 also clarifieswhen an entity should have sufficient information to reasonablyestimate the fair value of an asset retirement obligation. Theprovision is effective no later than the end of fiscal years endingafter December 15, 2005. The Company is currently evaluating the impactof FIN 47 and does not expect that the adoption of FIN  47 willhave a material impact on its consolidated results of operations andfinancial condition.

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based Payment," anamendment to FASB Statements Nos. 123 and 95 ("SFAS No.123(R)"), which replaces SFAS No.  123, andsupercedes APB Opinion No. 25, "Accounting for StockIssued to Employees." SFAS  No. 123(R) requires allshare-based payments to employees, including grants of employee stockoptions, to be recognized in the financial statements based on theirfair values. In April 2005, the U.S. Securities and Exchange Commission(the "SEC" or the"Commission") adopted a rule allowingcompanies to implement SFAS No. 123(R) at the beginning of their nextfiscal year that begins after June 15, 2005, which for the Company willbe the fiscal year beginning January 1, 2006. The Company currentlyplans to adopt SFAS No. 123(R) effective January 1, 2006. The pro formadisclosures previously permitted under SFAS No. 123 no longer will bean alternative to financial statement recognition. Under SFAS No.123(R), the Company must determine the appropriate fair value model tobe used for valuing share-based payments, the amortization method forcompensation cost and the transition method to be used at the date ofadoption. The transition methods are either a prospective method or aretroactive method. Under the retroactive method, prior periods may berestated either as of the beginning of the year of adoption or for allperiods presented. The prospective method requires that compensationexpense be recorded for all unvested stock options and restricted stockat the beginning of the first quarter of adoption of SFAS 

7

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amounts inmillions)

No. 123(R), while the retroactive method wouldrecord compensation expense for all unvested stock options andrestricted stock beginning with the first period restated. The Companyis currently evaluating the impact of SFAS No. 123(R) and has not yetdetermined the method of adoption or the effect of adopting SFAS No.123(R), and it has not determined whether its adoption will result inamounts in future periods that are similar to the Company'scurrent pro forma disclosures under SFAS No. 123. The Company expectsthat the adoption of SFAS No. 123(R) will have a material impact on theCompany's consolidated results of operations.

In November2004, the FASB issued SFAS No. 151, "Inventory Costs— An Amendment of ARB No. 43, Chapter 4." SFAS No.151 amends the guidance in ARB No. 43, Chapter 4,"Inventory Pricing," to clarify theaccounting for abnormal amounts of idle facility expense, freight,handling costs, and wasted materials (spoilage). Among otherprovisions, the new rule requires that the aforementioned items berecognized as current-period charges. Additionally, SFAS No. 151requires that the allocation of fixed production overheads to the costsof conversion be based on the normal capacity of the productionfacilities. SFAS No. 151 is effective for fiscal years beginning afterJune 15, 2005 and is required to be adopted by the Company beginning onJanuary 1, 2006. During the three months ended September 30, 2005, theCompany had adopted the provisions of SFAS No. 151, which adoption didnot have a material impact on the Company's consolidated resultsof operations and financial position.

(2)    POST-RETIREMENTBENEFITS

Revlon, Inc. sponsors pension plans and certain otherpost-retirement benefit plans for a substantial portion of its U.S. andinternational employees. Descriptions of these plans are disclosed inRevlon, Inc.'s Annual Report on Form 10-K/A for the year endedDecember 31, 2004, in which Revlon, Inc. disclosed that it expected tocontribute $23.3 million to its pension plans and $1.0 million to otherpost-retirement plans in 2005. Currently, Revlon, Inc. expects tocontribute approximately $26  million to its pension plans andapproximately $1 million to other post-retirement plans. As ofSeptember 30, 2005, Revlon, Inc. contributed $23.2 million and $0.6million, respectively, to its pension and other post-retirementplans.

The components of net periodic benefit cost for thepension and the other post-retirement benefit plans for the threemonths ended September 30, 2005 and 2004 are as follows:

|                                   |  |              |      |                                    |  |        |      |         |  |        |         |        |  |        |         |        |  |  |
|-----------------------------------|--|--------------|------|------------------------------------|--|--------|------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                              |  | PensionPlans |      | Other Post-retirement BenefitPlans |
|                              |  | 2005         |      | 2004                               |  | 2005   |      | 2004    |
| Servicecost                       |  | $            | 2.4  |                               |  | $      | 2.5  |    |  | $      | 0.1     |   |  | $      | — |   |
| Interestcost                      |  |         | 7.7  |                               |  |   | 7.6  |    |  |   | 0.2     |   |  |   | 0.2     |   |
| Expectedreturn on plan assets     |  |         | (7.1 | )                             |  |   | (6.2 | )  |  |   | — |   |  |   | — |   |
| Amortizationof prior service cost |  |         | (0.1 | )                             |  |   | (0.1 | )  |  |   | — |   |  |   | — |   |
| Amortizationof actuarial loss     |  |         | 1.8  |                               |  |   | 2.1  |    |  |   | — |   |  |   | — |   |
|                              |  | $            | 4.7  |                               |  | $      | 5.9  |    |  | $      | 0.3     |   |  | $      | 0.2     |   |
|                                   |

8

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amounts inmillions)

The components of net periodic benefit costfor the pension and the other post-retirement benefit plans for thenine months ended September 30, 2005 and 2004 are as follows:

|                                         |  |              |       |                                    |  |        |       |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------|--|--------------|-------|------------------------------------|--|--------|-------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                    |  | PensionPlans |       | Other Post-retirement BenefitPlans |
|                                    |  | 2005         |       | 2004                               |  | 2005   |       | 2004    |
| Servicecost, net                        |  | $            | 7.6   |                               |  | $      | 7.5   |    |  | $      | (0.1    | )  |  | $      | (1.9    | )  |
| Interestcost, net                       |  |         | 23.3  |                               |  |   | 22.8  |    |  |   | 0.5     |    |  |   | (1.0    | )  |
| Expectedreturn on plan assets           |  |         | (21.3 | )                             |  |   | (19.0 | )  |  |   | — |    |  |   | — |    |
| Amortizationof prior service cost       |  |         | (0.3  | )                             |  |   | (0.3  | )  |  |   | — |    |  |   | — |    |
| Amortizationof actuarial loss           |  |         | 5.8   |                               |  |   | 6.3   |    |  |   | — |    |  |   | — |    |
|                                    |  |         | 15.1  |                               |  |   | 17.3  |    |  |   | 0.4     |    |  |   | (2.9    | )  |
| Portionallocated to Revlon Holdings LLC |  |         | (0.1  | )                             |  |   | (0.1  | )  |  |   | — |    |  |   | — |    |
|                                    |  | $            | 15.0  |                               |  | $      | 17.2  |    |  | $      | 0.4     |    |  | $      | (2.9    | )  |
|                                         |

TheCompany recognized $3.3 million of income in the nine months endedSeptember 30, 2004 related to a reduction in the liability for anInternational post-retirement benefit arrangement.

(3)    INVENTORIES

|                           |  |                  |       |                   |  |        |       |        |  |  |
|---------------------------|--|------------------|-------|-------------------|--|--------|-------|--------|--|--|
|                      |  | September30,2005 |       | December 31, 2004 |
| Rawmaterials and supplies |  | $                | 70.5  |              |  | $      | 48.1  |   |
| Work-in-process           |  |             | 25.2  |              |  |   | 12.2  |   |
| Finished goods            |  |             | 130.7 |              |  |   | 94.4  |   |
|                      |  | $                | 226.4 |              |  | $      | 154.7 |   |
|                           |

(4)    COMPREHENSIVELOSS

The components of comprehensive loss for the three monthsand nine months ended September  30, 2005 and 2004 are asfollows:

|                                                           |  |                                |        |                              |  |        |        |         |  |        |        |         |  |        |        |         |  |  |
|-----------------------------------------------------------|--|--------------------------------|--------|------------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                      |  | ThreeMonths EndedSeptember 30, |        | Nine MonthsEndedSeptember30, |
|                                                      |  | 2005                           |        | 2004                         |  | 2005   |        | 2004    |
| Net(loss) income                                          |  | $                              | (66.0  | )                       |  | $      | (92.2  | )  |  | $      | (149.9 | )  |  | $      | 171.7  |    |
| Othercomprehensive (loss)income:                          |  |                           |   |                         |  |   |   |    |  |   |   |    |  |   |   |    |
| Currencytranslation adjustment                            |  |                           | (1.5   | )                       |  |   | 0.2    |    |  |   | (6.5   | )  |  |   | (2.3   | )  |
| Revaluationof foreign currency forward exchange contracts |  |                           | (0.4   | )                       |  |   | (1.4   | )  |  |   | 2.2    |    |  |   | 0.5    |    |
| Othercomprehensive (loss) income                          |  |                           | (1.9   | )                       |  |   | (1.2   | )  |  |   | (4.3   | )  |  |   | (1.8   | )  |
| Comprehensiveloss                                         |  | $                              | (67.9  | )                       |  | $      | (93.4  | )  |  | $      | (154.2 | )  |  | $      | 169.9  |    |
|                                                           |

(5)    RESTRUCTURING(BENEFIT) COSTS AND OTHER, NET

During the nine months endedSeptember 30, 2005, the Company recorded $1.5 million in restructuringfor employee severance and other personnel benefits. During the ninemonths ended September 30, 2004, the Company revised its estimate ofthe cost to be incurred related to a previous 

9

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amounts inmillions)

restructuring program. Additionally, duringthe three months and nine months ended September 30, 2004, the Companyrecorded $0.6 million and $0.9 million, respectively, for employeeseverance and other personnel benefits.

Details of theactivities described above during the nine-month period ended September30, 2005 are as follows:

|                                                 |  |                              |        |              |  |               |         |                                 |  |        |        |         |  |        |        |         |  |        |        |        |  |  |
|-------------------------------------------------|--|------------------------------|--------|--------------|--|---------------|---------|---------------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|--------|--------|--|--|
|                                            |  | Balanceas of January 1, 2005 |        | Expenses,Net |  | Utilized, Net |         | Balance as ofSeptember 30, 2005 |
|                                            |  | Cash                         |        | Noncash      |  |
| Employee severance and other personnelbenefits: |  |                         |   |         |  |          |    |                            |  |   |   |    |  |   |   |    |  |   |   |   |
| 2003programs                                    |  | $                            | 3.1    |         |  | $             | — |                            |  | $      | (1.7   | )  |  | $      | (0.2   | )  |  | $      | 1.2    |   |
| 2004programs                                    |  |                         | 5.1    |         |  |          | 1.5     |                            |  |   | (3.2   | )  |  |   | (0.3   | )  |  |   | 3.1    |   |
|                                            |  |                         | 8.2    |         |  |          | 1.5     |                            |  |   | (4.9   | )  |  |   | (0.5   | )  |  |   | 4.3    |   |
| Leasesand equipment write-offs                  |  |                         | 2.9    |         |  |          | — |                            |  |   | (1.8   | )  |  |   | (0.3   | )  |  |   | 0.8    |   |
|                                            |  | $                            | 11.1   |         |  | $             | 1.5     |                            |  | $      | (6.7   | )  |  | $      | (0.8   | )  |  | $      | 5.1    |   |
|                                                 |

(6)    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. The Company's results of operationsand the value of its assets and liabilities may be adversely affectedby, among other things, weak economic conditions, politicaluncertainties, military actions, terrorist activities, adverse currencyfluctuations, category weakness, competitive activities, retailerinventory management and changes in consumer purchasing habits,including with respect to shopping channels.

|                         |  |                                |        |                              |  |        |        |        |  |        |        |        |  |        |        |        |  |  |
|-------------------------|--|--------------------------------|--------|------------------------------|--|--------|--------|--------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                    |  | ThreeMonths EndedSeptember 30, |        | Nine MonthsEndedSeptember30, |
|                    |  | 2005                           |        | 2004                         |  | 2005   |        | 2004   |
| **Geographicarea:**     |  |                           |   |                         |  |   |   |   |  |   |   |   |  |   |   |   |
| Netsales:               |  |                           |   |                         |  |   |   |   |  |   |   |   |  |   |   |   |
| UnitedStates            |  | $                              | 141.5  |                         |  | $      | 174.9  |   |  | $      | 502.0  |   |  | $      | 557.6  |   |
| Canada                  |  |                           | 17.2   |                         |  |   | 17.1   |   |  |   | 49.2   |   |  |   | 47.1   |   |
| UnitedStates and Canada |  |                           | 158.7  |                         |  |   | 192.0  |   |  |   | 551.2  |   |  |   | 604.7  |   |
| International           |  |                           | 116.6  |                         |  |   | 102.4  |   |  |   | 343.3  |   |  |   | 314.2  |   |
|                    |  | $                              | 275.3  |                         |  | $      | 294.4  |   |  | $      | 894.5  |   |  | $      | 918.9  |   |
|                         |

    

|                         |  |                  |        |                   |  |        |        |        |  |  |
|-------------------------|--|------------------|--------|-------------------|--|--------|--------|--------|--|--|
|                    |  | September30,2005 |        | December 31, 2004 |
| Long-livedassets:       |  |             |   |              |  |   |   |   |
| United States           |  | $                | 358.4  |              |  | $      | 371.3  |   |
| Canada                  |  |             | 4.3    |              |  |   | 4.2    |   |
| UnitedStates and Canada |  |             | 362.7  |              |  |   | 375.5  |   |
| International           |  |             | 81.9   |              |  |   | 79.2   |   |
|                    |  | $                | 444.6  |              |  | $      | 454.7  |   |
|                         |

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amounts inmillions)

    

|                                    |  |                                |        |                              |  |        |        |        |  |        |        |        |  |        |        |        |  |  |
|------------------------------------|--|--------------------------------|--------|------------------------------|--|--------|--------|--------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                               |  | ThreeMonths EndedSeptember 30, |        | Nine MonthsEndedSeptember30, |
|                               |  | 2005                           |        | 2004                         |  | 2005   |        | 2004   |
| **Classesof similarproducts:**     |  |                           |   |                         |  |   |   |   |  |   |   |   |  |   |   |   |
| Netsales:                          |  |                           |   |                         |  |   |   |   |  |   |   |   |  |   |   |   |
| Cosmetics,skin care and fragrances |  | $                              | 180.0  |                         |  | $      | 198.6  |   |  | $      | 589.8  |   |  | $      | 615.8  |   |
| Personalcare                       |  |                           | 95.3   |                         |  |   | 95.8   |   |  |   | 304.7  |   |  |   | 303.1  |   |
|                               |  | $                              | 275.3  |                         |  | $      | 294.4  |   |  | $      | 894.5  |   |  | $      | 918.9  |   |
|                                    |

(7)    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, areentered into primarily to hedge anticipated inventory purchases andcertain intercompany payments denominated in foreign currencies, whichhave 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, 2005 and December 31, 2004 was$24.4 million and $31.5 million, respectively. The fair value of theforeign currency forward exchange contracts outstanding at September30, 2005 and December 31, 2004 was $(0.3) million and $(2.3) million,respectively.

(9)    LONG-TERM DEBT

|                                                         |  |                  |         |                   |  |        |         |         |  |  |
|---------------------------------------------------------|--|------------------|---------|-------------------|--|--------|---------|---------|--|--|
|                                                    |  | September30,2005 |         | December 31, 2004 |
| 2004 CreditAgreement:                                   |  |             |    |              |  |   |    |    |
| Term LoanFacility due 2010                              |  | $                | 700.0   |              |  | $      | 800.0   |    |
| Multi-CurrencyFacility due 2009                         |  |             | — |              |  |   | — |    |
| 8 1/8%Senior Notes due 2006                             |  |             | — |              |  |   | 116.2   |    |
| 9% SeniorNotes due 2006                                 |  |             | — |              |  |   | 75.5    |    |
| 8 5/8%Senior Subordinated Notes due 2008                |  |             | 327.0   |              |  |   | 327.0   |    |
| 91⁄2%Senior Notes due 2011, net of discounts       |  |             | 386.3   |              |  |   | — |    |
| 13% SeniorSecured Notes due 2007                        |  |             | 18.5    |              |  |   | 18.5    |    |
| 2004 ConsolidatedMacAndrews & Forbes Line of Credit |  |             | — |              |  |   | — |    |
| Advances under theNew Keepwell Agreements               |  |             | 3.6     |              |  |   | 1.2     |    |
|                                                    |  |             | 1,435.4 |              |  |   | 1,338.4 |    |
| Lesscurrent portion                                     |  |             | — |              |  |   | (10.5   | )  |
|                                                    |  | $                | 1,435.4 |              |  | $      | 1,327.9 |    |
|                                                         |

OnMarch 16, 2005, Products Corporation issued $310.0 million aggregateprincipal amount of 91⁄2% Senior Notes due 2011 (the"Original 91⁄2% Senior Notes").Interest on the Original 91⁄2% Senior Notes is payablesemi-annually on April 1 and October 1 of each year, which began onOctober 1, 2005. For 

11

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amounts inmillions)

additional descriptions of the Original91⁄2% Senior Notes, see Note 19 "SubsequentEvents" of the Consolidated Financial Statements andrelated notes in REV Holdings' Annual Report on Form 10-K for theyear ended December 31, 2004.

The proceeds from the Original91⁄2% Senior Notes were used to prepay $100.0 million ofindebtedness outstanding under the Term Loan Facility of ProductsCorporation's 2004 Credit Agreement (as each such term is definedin Note 9 to REV Holdings' Annual Report on Form 10-K for theyear ended December 31, 2004), together with accrued interest and theassociated $5.0 million prepayment fee and to pay $7.0 million incertain fees and expenses associated with the issuance of the Original91⁄2% Senior Notes. The remaining $197.9 million ofproceeds from the Original 91⁄2% Senior Notes was placed ina debt defeasance trust and, on April 15, 2005, used to redeem $116.2million aggregate principal amount outstanding of ProductsCorporation's 8 1/8% Senior Notes due 2006(the "8 1/8% SeniorNotes"), plus accrued interest, and $75.5 millionaggregate principal amount outstanding of Products Corporation's9% Senior Notes due 2006 (the "9% SeniorNotes"), plus accrued interest and the applicable premium.In connection with the redemption, the Company recognized a loss onextinguishment of debt of $1.5 million. Amounts prepaid under the TermLoan Facility permanently reduce the commitment and are not availablefor future borrowings.

On June 21, 2005, all of the Original91⁄2% Senior Notes were exchanged for new 91⁄2%Senior Notes due 2011 (the "March 2005 91⁄2%Senior Notes"), which have substantially identical termsto the Original 91⁄2% Senior Notes, except that the March2005 91⁄2% Senior Notes are registered with the SEC underthe Securities Act of 1933, as amended (the "SecuritiesAct"), and the transfer restrictions and registrationrights applicable to the Original 91⁄2% Senior Notes do notapply to the March 2005 91⁄2% Senior Notes.

OnAugust 16, 2005, Products Corporation issued $80.0 million aggregateprincipal amount of additional 91⁄2% Senior Notes due 2011,which priced at 951⁄4% of par (the "August2005 91⁄2% Senior Notes").

ProductsCorporation issued to qualified institutional buyers the August 200591⁄2% Senior Notes as additional notes pursuant to the sameindenture, dated as of March 16, 2005, governing the March 200591⁄2% Senior Notes (the "91⁄2%Senior Notes Indenture"), by and between ProductsCorporation and U.S. Bank National Association, as trustee. The August2005 91⁄2% Senior Notes constitute a further issuance of,are the same series as, and will vote on any matters submitted to noteholders with, the March 2005 91⁄2% Senior Notes (which arecollectively referred to with the August 2005 91⁄2% SeniorNotes as the "91⁄2% SeniorNotes"). Pursuant to a registration agreement thatProducts Corporation entered into as part of the original issuance ofthe August 2005 91⁄2% Senior Notes, Products Corporationfiled a registration statement that, when such statement becomeseffective, will permit holders of the August 2005 91⁄2%Senior Notes to exchange such notes for new notes that will havesubstantially identical terms to the August 2005 91⁄2%Senior Notes, except that (1) the new notes will be registered with theCommission under the Securities Act, and (2) the transfer restrictionsand registration rights currently applicable to the August 200591⁄2% Senior Notes would no longer apply to the new notes.As of November 9, 2005, the registration statement was not yeteffective.

Pursuant to the terms of the 91⁄2% SeniorNotes Indenture, the 91⁄2% Senior Notes are seniorunsecured debt of Products Corporation with right to payment under the91⁄2% Senior Notes equal in right of payment with anypresent and future senior indebtedness of Products Corporation. The91⁄2% Senior Notes bear interest at an annual rate of91⁄2%, which will be payable on each April 1 and October 1of each year, which commenced on October 1, 2005.

In August2005, Revlon, Inc. announced its plan to issue $185.0 million of equityby March 31, 2006, with the proceeds from approximately $110 million ofthis issuance to be contributed to Products Corporation to reduce itsdebt and the balance of such proceeds to be available to ProductsCorporation for general corporate purposes. Additionally, in connectionwith Revlon, Inc.'s plan, MacAndrews & 

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REVHOLDINGS LLC AND SUBSIDIARIESNOTES TO UNAUDITEDCONSOLIDATEDFINANCIAL STATEMENTS(all tabular amounts inmillions)

Forbes and Revlon, Inc. amended theInvestment Agreement that they entered into in February 2004 toincrease MacAndrews & Forbes' commitment to cover Revlon,Inc.'s planned $185.0 million equity issuance by purchasing suchadditional equity as necessary to ensure that Revlon, Inc. issues$185.0 million of such equity. MacAndrews & Forbes and ProductsCorporation also amended Products Corporation's line of creditthat they entered into in July 2004, with current availability of $87.0million, to extend the term through the earlier of the consummation ofRevlon, Inc.'s planned $185.0 million equity issuance or March31, 2006 (provided that in no case would such line of credit terminateprior to its previous expiration date of December 1, 2005) and toprovide that such line of credit is available to Products Corporationto assist it in funding investments in its brandinitiatives.

13

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

|               |                                                                                      |
|---------------|--------------------------------------------------------------------------------------|
| ITEM 2.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS |

OVERVIEW

The Company is providing this overview in accordance with theSEC's December 2003 interpretive guidance regardingManagement's Discussion and Analysis of Financial Condition andResults of Operations.

The Company operates in a single segmentand manufactures, markets and sells an extensive array of cosmetics andskin care, fragrances and personal care products. The Company conductsits business exclusively through its indirect subsidiary, RevlonConsumer Products Corporation ("ProductsCorporation"), a wholly-owned subsidiary of Revlon, Inc.,and Products Corporation's subsidiaries. The Company'sproducts are sold worldwide and marketed under such well-known brandnames as Revlon, ColorStay, Revlon Age Defying, Revlon Age Defying withBotafirm, Fabulash, Super Lustrous, and Skinlights, as well as Almay,including the Company's new Almay Intense i-Color collection, incosmetics; Vitamin C Absolutes, Eterna 27, Ultima II and JeanneGatineau in skin care; Charlie in fragrances; and High Dimension, Flex,Mitchum, Colorsilk, Jean Nate and Bozzano in personal care products. Inaddition, the Company has a licensing group.

The Company hasaccelerated the implementation of its three-part plan, as disclosed inREV Holdings' Annual Report on Form 10-K for the year endedDecember 31, 2004, to rationalize costs and to grow the business. In2002, the Company began the implementation of the stabilization andgrowth phase of its plan.

The Company intends to capitalize onthe actions taken during the stabilization and growth phase of itsplan, with the objective of increasing revenues and achievingprofitability over the long term. The Company's continued growthmomentum and accelerated growth stage of its plan includes variousactions that represent refinements of and additions to the actionstaken during the stabilization and growth phase of its plan, with theobjective of balancing top-line growth with an improved operatingmargin. These ongoing initiatives include, among other things, actionsto: (i) further improve the new product development and introductionprocess; (ii) continue to increase the effectiveness of theCompany's display walls; (iii) drive efficiencies across theCompany's overall supply chain, including reducing manufacturingcosts by streamlining components and sourcing strategically andrationalizing its supply chain in Europe, which includes moving certainproduction for the European markets to Products Corporation'sOxford, North Carolina facility and establishing alternativewarehousing and distribution arrangements in the U.K.; (iv) optimizethe effectiveness of the Company's advertising, marketing andpromotions; (v) continue the training and development of theCompany's organization so that it may continue to improve itscapabilities to execute the Company's strategies, while providingenhanced job satisfaction for its employees; and (vi) continue tostrengthen the Company's balance sheet and capital structure.

In March 2005, the Company completed a review of its advertisingagencies as part of its strategy to optimize the effectiveness of itsadvertising, marketing and promotions, and awarded the Kaplan ThalerGroup, Ltd. all creative aspects of advertising for the Revloncosmetics brand and appointed Carat agency of record for all the mediafor the Company in the U.S. In May 2005, the Company awarded ArnellGroup, a wholly-owned subsidiary of Omnicom Group, all creative andmedia planning aspects for the Almay brand.

The Company believesthat it has strengthened its organizational capabilities and it intendsto continue doing so. The Company also believes that it hasstrengthened its relationships with its key retailers in the U.S.

14

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

Continuing to implement and refine theCompany's plan could include taking advantage of additionalopportunities to reposition, repackage or reformulate one or more ofthe Company's brands or product lines, launching new brands orproduct lines or further refining the Company's approach toretail merchandising. Any of these actions, whose intended purposewould be to create value through profitable growth, could result in theCompany making investments or recognizing charges related to executingagainst such opportunities.

Brand initiatives

On August4, 2005, as part of the Company's continued growth momentum andaccelerated growth stage of its plan, Revlon, Inc. announced two brandinitiatives. One initiative involves a complete relaunch of the Almaybrand and builds on Almay's healthy beauty heritage and thedesire among consumers for simplicity and personalization. The secondinitiative is focused on the more mature consumer and involves thelaunch of a complete line of cosmetics under a new brand name that isdesigned to serve this affluent and growing consumer demographiccurrently underserved in the marketplace.

The brand initiativesare expected to have a positive effect on net sales in the second halfof 2005, after giving effect to an estimated $40 million of provisionsfor incremental returns and allowances associated with the launch ofthese initiatives, of which approximately $32 million impacted netsales in the third quarter of 2005, with the remainder expected toimpact the fourth quarter of 2005. As a result of these brandinitiatives, the Company expects that accelerated amortizationassociated with certain existing retail display fixtures will beapproximately $10 million to $15 million, of which approximately $4million impacted selling, general and administrative expenses("SG&A") in the third quarter of 2005 andapproximately $10 million of which is expected to impact SG&A forthe full year of 2005. The Company expects that the total upfrontlaunch and related costs of the brand initiatives in 2005, includingprovisions for the aforementioned incremental returns and allowances ofapproximately $40 million and the aforementioned $10 million ofaccelerated amortization, will be approximately $75 million. TheCompany also currently expects that the first quarter of 2006 wouldbenefit from the incremental initial shipments associated with thelaunch of these brand initiatives.

The Company is currentlymaking certain investments in connection with these brand initiatives,most notably in the area of permanent displays and inventory. In termsof the cash flow impact of these brand initiatives, the Company expectsthat its investment in permanent displays, including displays for itsexisting businesses and these brand initiatives, will be in the rangeof $75 million to $85 million for 2005, and $85 million to $95 millionfor 2006 (previously, the Company had estimated the investment inpermanent displays to be in the range of $85 million to $95 million ineach of 2005 and 2006), returning to more normalized levels thereafter.Assuming the initiatives begin shipping in the fourth quarter of 2005as planned, working capital is expected to increase during the secondhalf of 2005 and return to more normalized levels in relation to salesduring the second half of 2006.

Net sales for the three and ninemonth periods ended September 30, 2005 declined to $275.3 million and$894.5 million, respectively, as compared to $294.4 million and $918.9million for the three and nine month periods ended September 30, 2004.The decline in net sales for the three and nine months ended September30, 2005 was driven by lower shipments in the U.S. and higherconsolidated returns, allowances and discounts, primarily due toapproximately $32 million of provisions for incremental returns andallowances associated with the launch of the brand initiatives,partially offset by higher International shipments, lower returns,allowances and discounts related to existing products and favorablecurrency translation. The decrease for the first nine months of 2005was also attributable to lower licensing revenues due primarily to the$10.0 million prepayment of certain renewal fees and minimum royaltiesin the first nine months of 2004.

In the United States andCanada, net sales decreased to $158.7 million in the third quarter of2005 from $192.0 million in the third quarter of 2004, and to $551.2million in the nine months ended September 

15

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

30, 2005 from $604.7 million in the ninemonths ended September 30, 2004. The decrease in the U.S. and Canada inthe third quarter and first nine months of 2005 was driven primarily bylower shipments of existing products, and approximately $32 million ofprovisions for incremental returns and allowances associated with thebrand initiatives, partially offset by higher shipments of new andrestaged products, lower returns, allowances and discounts related toexisting products and the favorable impact of Canadian dollar currencytranslation. The decrease in U.S. and Canada for the first nine monthsof 2005 was also attributable to the aforementioned lower licensingrevenues. In International, net sales increased to $116.6 million from$102.4 million in the third quarter of 2004 and in the nine monthsended September 30, 2005, net sales increased to $343.3 million from$314.2 million in the nine months ended September 30, 2004. Theincrease in International net sales in the third quarter and first ninemonths of 2005 was primarily due to higher shipments and favorableforeign currency translation. In addition, the increase inInternational net sales in the third quarter of 2005, as compared tothe third quarter of 2004, was partially due to lower provisions forsales incentives.

Net sales in the Company's domestic andinternational operations in the normal course are subject to the riskof being adversely affected by, among other things, one or more of thefollowing: weak economic conditions, political uncertainties, militaryactions, terrorist activities, adverse currency fluctuations, categoryweakness, competitive activities, retailer inventory management andchanges in consumer purchasing habits, including with respect toshopping channels.

In terms of U.S. marketplace performance, theU.S. color cosmetics category for the third quarter of 2005 increasedapproximately 2.9% versus the third quarter of 2004 and2.5% for the first nine months of 2005 versus the comparableperiod of 2004. Combined share for the Revlon and Almay brands totaled21.6% for the third quarter of 2005, compared with 21.3%for the third quarter of 2004, with the Revlon brand registering ashare of 15.3% for the third quarter of 2005, compared to15.4% for the third quarter of 2004, and the Almay brandregistering a share of 6.3% for the third quarter of 2005,compared to 5.8% for the third quarter of 2004. Combined sharefor the Revlon and Almay brands totaled 22.0% for the first ninemonths of 2005, compared with 21.8% for the first nine months of2004, with the Revlon brand registering a share of 15.5% for thefirst nine months of 2005, compared to 15.9% for the first ninemonths of 2004, and the Almay brand registering a share of 6.4%for the first nine months of 2005, compared to 5.8% for thefirst nine months of 2004. Almay share increases were driven primarilyby the success of the launch of the Almay Intense i-Color collection.In hair color and beauty tools, the Company gained market share in thethird quarter and first nine months of 2005, compared with the thirdquarter and first nine months of 2004, while market share wasessentially even for anti-perspirants/deodorants. All U.S. market shareand market position data herein for the Company's brands arebased upon retail dollar sales, which are derived from ACNielsen data.ACNielsen measures retail sales volume of products sold in the U.S.mass-market distribution channel. Such data represent ACNielsen'sestimates based upon data gathered by ACNielsen from market samples andare therefore subject to some degree of variance. Additionally, as ofAugust 4, 2001, ACNielsen's data do not reflect sales volume fromWal-Mart, Inc., which is our largest customer, representingapproximately 21.0% of the Company's 2004 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 2005 adjustments.

The continued growth momentum and accelerated growth stage of theCompany's plan includes, among other things, strengthening theCompany's balance sheet and capital structure, much of which wasaccomplished in the first half of 2005 and in 2004. On March 16, 2005,Products Corporation issued $310.0 million aggregate principal amountof 91⁄2% Senior Notes due 2011 (the "Original91⁄2% Senior Notes") and used the proceeds toprepay and permanently reduce $100.0 million of indebtedness under theTerm Loan Facility of Products Corporation's 2004 CreditAgreement, to redeem its 8 1/8% Senior Notes and9% 

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

Senior Notes and to pay the applicableredemption premiums, fees, expenses and accrued interest related tothese transactions. This issuance and the related transactions extendedthe maturities of Products Corporation's debt that would haveotherwise been due in 2006. In June 2005, all of the Original91⁄2% Senior Notes were exchanged for new 91⁄2%Senior Notes (the "March 2005 91⁄2% SeniorNotes"), which have substantially identical terms to theOriginal 91⁄2% Senior Notes, except that they areregistered with the U.S. Securities and Exchange Commission (the"SEC" or the"Commission") under the Securities Act of1933, as amended (the "Securities Act"), andthe transfer restrictions and registration rights applicable to theOriginal 91⁄2% Senior Notes do not apply to the March 200591⁄2% Senior Notes. On August 16, 2005, ProductsCorporation issued to qualified institutional buyers $80 millionaggregate principal amount of additional 91⁄2% Senior Notesdue 2011 (the "August 2005 91⁄2% SeniorNotes" and together with the March 2005 91⁄2%Senior Notes, the "91⁄2% SeniorNotes"). The Company is using and intends to continue touse the proceeds of such issuance to help fund investments in its brandinitiatives and for general corporate purposes, as well as to pay feesand expenses in connection with the issuance of the August 200591⁄2% Senior Notes. See further discussion in"2005 Refinancing Transactions" within thissection and in Note 9 "Long-Term Debt" to theUnaudited Consolidated Financial Statements.

Also in August2005, Revlon, Inc. announced its plan to issue $185.0 million of equityby March 31, 2006, with the proceeds from approximately $110 million ofthis issuance to be contributed to Products Corporation to reduce itsdebt and the balance of the proceeds to be available to ProductsCorporation for general corporate purposes. Additionally, in connectionwith Revlon, Inc.'s plan to issue $185.0 million in equity,MacAndrews & Forbes Holdings Inc. ("MacAndrews &Forbes Holdings", and together with its affiliates,"MacAndrews & Forbes") and Revlon, Inc.amended the Investment Agreement that they entered into in February2004 to increase MacAndrews & Forbes' commitment to coverRevlon, Inc.'s planned $185.0 million equity issuance bypurchasing such additional equity as necessary to ensure that Revlon,Inc. issues $185.0 million in such equity issuance. MacAndrews &Forbes and Products Corporation amended Products Corporation's2004 Consolidated MacAndrews & Forbes Line of Credit (ashereinafter defined), with current availability of $87.0 million, toextend the term through the earlier of the consummation of Revlon,Inc.'s planned equity issuance or March 31, 2006 (provided thatin no case would such line of credit terminate prior to its previousexpiration date of December 1, 2005) and to provide that such line ofcredit is available to Products Corporation to assist it in fundinginvestments in its brand initiatives.

On October 4, 2005,Revlon, Inc. filed a "shelf" registrationstatement on Form S-3 with the SEC to register up to $250.0 million ofa variety of equity securities, including (a) Revlon, Inc. Class Acommon stock (the "Class A Common Stock"),(b) preferred stock, (c) warrants to purchase Revlon, Inc. Class ACommon Stock or preferred stock, (d) stock purchase contracts(representing contracts obligating holders to purchase from Revlon,Inc. and Revlon, Inc. to sell to the holders, certain shares of Revlon,Inc. Class A Common Stock or preferred stock at future dates), (e)stock purchase units (which consist of a stock purchase contract and/orwarrants that would secure the holder's obligation to purchase orsell Revlon, Inc. Class A Common Stock or preferred stock), and (f)subscription rights to purchase Revlon, Inc. Class A Common Stock orpreferred stock.

Discussion of Critical AccountingPolicies

For a discussion of REV Holdings' criticalaccounting policies, see REV Holdings' Annual Report on Form 10-Kfor the year ended December 31, 2004.

Results ofOperations

Net sales:

Net sales in thethird quarter of 2005 declined $19.1 million, or 6.5%, to $275.3million, as compared to $294.4 million in the third quarter of 2004,driven by lower shipments in the U.S. and higher 

17

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

consolidated returns, allowances anddiscounts, primarily due to approximately $32 million of provisions forincremental returns and allowances associated with the launch of thebrand initiatives, partially offset by higher International shipments,lower returns, allowances and discounts related to existing productsand favorable currency translation. Net sales for the nine months endedSeptember 30, 2005 decreased $24.4 million, or 2.7%, to $894.5million, as compared to $918.9 million for the nine months endedSeptember 30, 2004, due primarily to lower shipments in the U.S.,higher consolidated returns, allowances and discounts, primarily due toapproximately $32 million of provisions for incremental returns andallowances associated with the launch of the brand initiatives, and tolower licensing revenues due primarily to the $10.0 million prepaymentof certain renewal fees and minimum royalties in the first nine monthsof 2004, partially offset by higher International shipments, lowerreturns, allowances and discounts related to existing products andfavorable foreign currency translation.

|                        |  |                               |       |         |  |         |       |        |  |        |       |         |  |        |       |            |  |  |
|------------------------|--|-------------------------------|-------|---------|--|---------|-------|--------|--|--------|-------|---------|--|--------|-------|------------|--|--|
|                   |  | ThreeMonths EndedSeptember30, |       | $Change |  | %Change |
|                   |  | 2005                          |       | 2004    |  |
| UnitedStates andCanada |  | $                             | 158.7 |    |  | $       | 192.0 |   |  | $      | (33.3 | )  |  |   | (17.3 | )     |
| International          |  |                          | 116.6 |    |  |    | 102.4 |   |  |   | 14.2  |    |  |   | 13.9  | (1)   |
|                   |  | $                             | 275.3 |    |  | $       | 294.4 |   |  | $      | (19.1 | )  |  |   | (6.5  | )(2)  |
|                        |

|  |
|--|
|  |  |
|  |

|     |                                                                                        |
|-----|----------------------------------------------------------------------------------------|
| (1) | Excluding the impact of currency fluctuations, Internationalnet sales increased 11.2%. |

|     |                                                                                     |
|-----|-------------------------------------------------------------------------------------|
| (2) | Excluding the impact of currency fluctuations, consolidated netsales decreased7.9%. |

|                        |  |                               |       |         |  |         |       |        |  |        |       |         |  |        |      |            |  |  |
|------------------------|--|-------------------------------|-------|---------|--|---------|-------|--------|--|--------|-------|---------|--|--------|------|------------|--|--|
|                   |  | NineMonths EndedSeptember 30, |       | $Change |  | %Change |
|                   |  | 2005                          |       | 2004    |  |
| UnitedStates andCanada |  | $                             | 551.2 |    |  | $       | 604.7 |   |  | $      | (53.5 | )  |  |   | (8.8 | )     |
| International          |  |                          | 343.3 |    |  |    | 314.2 |   |  |   | 29.1  |    |  |   | 9.3  | (1)   |
|                   |  | $                             | 894.5 |    |  | $       | 918.9 |   |  | $      | (24.4 | )  |  |   | (2.7 | )(2)  |
|                        |

|  |
|--|
|  |  |
|  |

|     |                                                                                       |
|-----|---------------------------------------------------------------------------------------|
| (1) | Excluding the impact of currency fluctuations, Internationalnet sales increased 5.7%. |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (2) | Excluding the impact of currency fluctuations, consolidated netsales decreased 4.3%. |

United States andCanada.

Third quarter results

Net sales in theCompany's U.S. and Canada operations were $158.7 million for thethird quarter of 2005, compared with $192.0 million for the thirdquarter of 2004, a decrease of $33.3 million or 17.3%. Thedecrease in net sales was driven primarily by approximately $32 millionof provisions for incremental returns and allowances associated withthe brand initiatives and $16.8 million reflecting lower shipments ofexisting products, partially offset by higher shipments of new andrestaged products in the third quarter 2005, as compared to the thirdquarter 2004, as well as lower returns, allowances and discounts of$15.3 million related to existing products. Excluding the impact ofCanadian currency fluctuations, net sales were down by $34.6million.

Year-to-date results

Net sales in theCompany's U.S. and Canada operations were $551.2 million for thenine months ended September 30, 2005, compared with $604.7 million forthe nine months ended September 30, 2004, 

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

a decrease of $53.5 million or 8.8%.The decrease in net sales was driven primarily by approximately $32million of provisions for incremental returns and allowances associatedwith the brand initiatives and $34.9 million reflecting lower shipmentsof existing products, partially offset by higher shipments of new andrestaged products in the first nine months of 2005, as compared to thefirst nine months of 2004, as well as lower returns, allowances anddiscounts of $23.3 million related to existing products. Additionally,licensing revenue in the nine months ended September 30, 2005 was $9.9million lower compared to the nine months ended September 30, 2004 dueprimarily to the $10.0 million prepayment of certain renewal fees andminimum royalties, which benefited the nine months ended September 30,2004. Excluding the impact of Canadian currency fluctuations, net saleswere down by $57.3 million.

International.

Net sales inthe Company's international operations were $116.6 million forthe third quarter of 2005, compared with $102.4 million for the thirdquarter of 2004, an increase of $14.2 million or 13.9%, and were$343.3 million for the nine months ended September 30, 2005, comparedwith $314.2 million for the nine months ended September 30, 2004, anincrease of $29.1 million or 9.3%. Excluding the impact offoreign currency fluctuations, international net sales increased by11.2% and 5.7% in the third quarter and first nine monthsof 2005, as compared to the third quarter and first nine months of2004, respectively. The increase in International net sales in thethird quarter and first nine months of 2005 was primarily due to highershipments and favorable foreign currency translation. In addition, theincrease in International net sales in the third quarter of 2005, ascompared to the third quarter of 2004, was partially due to lowerprovisions for sales incentives.

Third quarterresults

In Asia Pacific and Africa, net sales increased by $3.3million, or 6.0%, to $58.6 million for the third quarter of2005, as compared with $55.3 million for the third quarter of 2004.Excluding the impact of foreign currency fluctuations, net sales in theAsia Pacific and Africa increased $2.3 million, or 4.2%, in thethird quarter of 2005, as compared to the third quarter of 2004. Thisincrease in net sales, excluding the impact of foreign currencyfluctuations, was driven by higher net sales in South Africa, Hong Kongand certain distributor markets (which the Company estimatescontributed to an approximate 4.3% increase in net sales for theregion for the third quarter of 2005, as compared with the thirdquarter of 2004).

In Europe, which is comprised of Europe andthe Middle East, net sales increased by $3.3 million, or 12.7%,to $29.3 million for the third quarter of 2005, as compared with $26.0million for the third quarter of 2004. Excluding the impact of foreigncurrency fluctuations, net sales in Europe increased by $3.6 million,or 13.8%, in the third quarter of 2005, as compared to the thirdquarter of 2004. The increase in net sales, excluding the impact offoreign currency fluctuations, was due to higher net sales in the U.K.and certain distributor markets (which the Company estimatescontributed to an approximate 18.2% increase in net sales forthe region for the third quarter of 2005, as compared with the thirdquarter of 2004), which was partially offset by lower net sales inIsrael, Italy and France (which the Company estimates contributed to anapproximate 5.5% reduction in net sales for the region in thethird quarter of 2005, as compared with the third quarter of 2004).

In Latin America, which is comprised of Mexico, Central America andSouth America, net sales increased by $7.6 million, or 36.0%, to$28.7 million for the third quarter of 2005, as compared with $21.1million for the third quarter of 2004. Excluding the impact of foreigncurrency fluctuations, net sales in Latin America increased by $5.6million, or 26.5%, in the third quarter of 2005, as compared tothe third quarter of 2004. The increase in net sales, excluding theimpact of foreign currency fluctuations, was driven primarily by highernet sales in most markets in the region. The Company estimates thatBrazil, Argentina and certain distributor markets contributedapproximately 21.2% of the increase in net sales for the regionfor the third quarter of 2005, as compared with the third quarter of2004.

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

Year-to-date results

In AsiaPacific and Africa, net sales increased by $15.0 million, or9.4%, to $175.5 million for the nine months ended September 30,2005, as compared with $160.5 million for the nine months endedSeptember 30, 2004. Excluding the impact of foreign currencyfluctuations, net sales in the Asia Pacific and Africa increased $9.2million, or 5.7%, in the nine months ended September 30, 2005,as compared to the nine months ended September 30, 2004. This increasein net sales, excluding the impact of foreign currency fluctuations,was driven by higher net sales in all markets in the region. TheCompany estimates that South Africa, Australia, New Zealand, Japan andcertain distributor markets contributed approximately 4.8% ofthe increase in net sales for the region for the first nine months of2005, as compared with the first nine months of 2004.

In Europe,net sales increased by $3.3 million, or 3.8%, to $90.0 millionfor the nine months ended September 30, 2005, as compared with $86.7million for the nine months ended September 30, 2004. Excluding theimpact of foreign currency fluctuations, net sales in Europe increasedby $1.6 million, or 1.8%, in the nine months ended September 30,2005, as compared to the nine months ended September 30, 2004. Theincrease in net sales, excluding the impact of foreign currencyfluctuations, was due to higher net sales in France and certaindistributor markets (which the Company estimates contributed to anapproximate 2.8% increase in net sales for the region for thefirst nine months of 2005, as compared with the first nine months of2004), which was partially offset by a decrease in net sales in theU.K., Italy, and Israel (which the Company estimates contributed to anapproximate 1.5% increase in net sales for the region for thefirst nine months of 2005, as compared with the first nine months of2004).

In Latin America, net sales increased by $10.8 million,or 16.0%, to $77.8 million for the nine months ended September30, 2005, as compared with $67.0 million for the nine months endedSeptember 30, 2004. Excluding the impact of foreign currencyfluctuations, net sales in Latin America increased by $7.1 million, or10.6%, in the first nine months of 2005, as compared to thefirst nine months of 2004. The increase in net sales, excluding theimpact of foreign currency fluctuations, was driven primarily byincreased sales in Brazil, Venezuela and certain distributor markets(which the Company estimates contributed to an approximate 11.6%increase in net sales for the region in the first nine months of 2005,as compared with the first nine months of 2004), which was partiallyoffset by lower net sales in Mexico, Argentina, and Chile (which theCompany estimates contributed to an approximate 0.9% reductionin net sales for the region for the first nine months of 2005, ascompared with the first nine months of 2004).

Gross profit:

|             |  |                                |       |        |  |                              |       |        |  |      |       |         |  |   |       |        |  |   |       |        |  |   |       |         |  |  |
|-------------|--|--------------------------------|-------|--------|--|------------------------------|-------|--------|--|------|-------|---------|--|---|-------|--------|--|---|-------|--------|--|---|-------|---------|--|--|
|        |  | ThreeMonths EndedSeptember 30, |       |   |  | NineMonths EndedSeptember30, |       |   |
|        |  | 2005                           |       | 2004   |  | Change                       |       | 2005   |  | 2004 |       | Change  |
| Grossprofit |  | $                              | 158.3 |   |  |                         | 176.5 |   |  | $    | (18.2 | )  |  | $ | 544.4 |   |  | $ | 565.5 |   |  | $ | (21.1 | )  |
|             |

Grossprofit as a percent of sales decreased to 57.5% in the thirdquarter of 2005 from 60.0% in the third quarter of 2004,reflecting higher returns, allowances and discounts in the thirdquarter of 2005, as compared with the third quarter of 2004, as well ashigher brand support related costs included within cost of goodssold.

Gross profit as a percent of sales decreased to60.9% in the first nine months of 2005 from 61.5% in thefirst nine months of 2004. Higher returns, allowances and discounts andthe aforementioned $9.9 million in lower licensing revenues werepartially offset by lower brand support related costs included withincost of goods sold in the first nine months of 2005, as compared withthe first nine months of 2004.

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

SG&Aexpenses:

|                  |  |                                 |       |        |  |                               |       |        |  |      |       |         |  |   |       |        |  |   |       |        |  |   |       |         |  |  |
|------------------|--|---------------------------------|-------|--------|--|-------------------------------|-------|--------|--|------|-------|---------|--|---|-------|--------|--|---|-------|--------|--|---|-------|---------|--|--|
|             |  | ThreeMonths Ended September 30, |       |   |  | NineMonths Ended September30, |       |   |
|             |  | 2005                            |       | 2004   |  | Change                        |       | 2005   |  | 2004 |       | Change  |
| SG&Aexpenses |  | $                               | 190.6 |   |  | $                             | 177.9 |   |  | $    | (12.7 | )  |  | $ | 577.7 |   |  | $ | 549.2 |   |  | $ | (28.5 | )  |
|                  |

SG&Aincreased $12.7 million to $190.6 million for the third quarter of2005, as compared to $177.9 million for the third quarter of 2004, dueprimarily to $2.0 million in unfavorable foreign currency fluctuations,$4.0 million in expenditures in support of our two brand initiatives,$1.5 million in higher display amortization, $1.3 million in higherdistribution costs, and higher brand support of approximately $3.5million, in each case in the third quarter of 2005, as compared withthe third quarter of 2004. Total SG&A for the third quarter of 2005also included approximately $4.0 million of accelerated amortizationassociated with the Company's brand initiatives impacting thethird quarter of 2005.

SG&A increased $28.5 million to$577.7 million for the nine months ended September 30, 2005, ascompared to $549.2 million for the nine months ended September 30,2004, due primarily to $7.0 million in unfavorable foreign currencyfluctuations, $7.7 million in expenditures in support of our two brandinitiatives, approximately $4 million of accelerated amortizationassociated with the Company's brand initiatives impacting thethird quarter of 2005, $2.3 million in higher distribution costs andhigher brand support of $3.8 million in the first nine months of 2005,as compared with the first nine months of 2004. SG&A expense in thefirst nine months of 2004 also benefited by $1.4 million due to areduction of liability associated with an international benefitarrangement. See "Overview" for a discussionof the Company's brand initiatives.

Restructuring (benefit) costs and other,net:

|                                            |  |                                |                           |        |  |                               |     |        |  |      |     |        |  |   |     |        |  |   |   |        |  |   |      |         |  |  |
|--------------------------------------------|--|--------------------------------|---------------------------|--------|--|-------------------------------|-----|--------|--|------|-----|--------|--|---|-----|--------|--|---|---|--------|--|---|------|---------|--|--|
|                                       |  | ThreeMonths Ended September30, |                           |   |  | Nine MonthsEnded September30, |     |   |
|                                       |  | 2005                           |                           | 2004   |  | Change                        |     | 2005   |  | 2004 |     | Change |
| Restructuring(benefit) costs and other,net |  | $                              |    — |   |  | $                             | 0.6 |   |  | $    | 0.6 |   |  | $ | 1.5 |   |  | $ | - |   |  | $ | (1.5 | )  |
|                                            |

During the nine months endedSeptember 30, 2005, the Company recorded $1.5 million in restructuringfor employee severance and other personnel benefits. During the ninemonths ended September 30, 2004, the Company revised its estimate ofthe cost to be incurred related to a previous restructuring program,which was offset by the restructuring charge in the third quarter of2004.

Otherexpenses:

|                 |  |                                 |      |        |  |                               |      |        |  |      |      |         |  |   |      |        |  |   |       |        |  |   |     |        |  |  |
|-----------------|--|---------------------------------|------|--------|--|-------------------------------|------|--------|--|------|------|---------|--|---|------|--------|--|---|-------|--------|--|---|-----|--------|--|--|
|            |  | ThreeMonths Ended September 30, |      |   |  | NineMonths Ended September30, |      |   |
|            |  | 2005                            |      | 2004   |  | Change                        |      | 2005   |  | 2004 |      | Change  |
| Interestexpense |  | $                               | 33.8 |   |  | $                             | 29.4 |   |  | $    | (4.4 | )  |  | $ | 96.5 |   |  | $ | 104.8 |   |  | $ | 8.3 |   |
|                 |

Theincrease in interest expense of $4.4 million for the third quarter of2005, as compared with the third quarter of 2004, was primarily due tohigher average debt outstanding and higher weighted average borrowingrates during the third quarter of 2005, as compared to the thirdquarter of 2004. The decrease in interest expense of $8.3 million forthe nine months ended September 30, 2005, as compared to the ninemonths ended September 30, 2004, is primarily due to the refinancing ofProducts Corporation's 12% Senior Secured Notes in Julyand August 2004 using borrowings under the Term Loan Facility ofProducts Corporation's 2004 Credit Agreement which bears interestat a comparatively lower interest rate.

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

|                                     |  |                                 |   |        |  |                               |      |        |  |      |      |        |  |   |     |        |  |   |      |        |  |   |      |        |  |  |
|-------------------------------------|--|---------------------------------|---|--------|--|-------------------------------|------|--------|--|------|------|--------|--|---|-----|--------|--|---|------|--------|--|---|------|--------|--|--|
|                                |  | ThreeMonths Ended September 30, |   |   |  | NineMonths Ended September30, |      |   |
|                                |  | 2005                            |   | 2004   |  | Change                        |      | 2005   |  | 2004 |      | Change |
| Losson early extinguishment of debt |  | $                               | - |   |  | $                             | 58.8 |   |  | $    | 58.8 |   |  | $ | 9.0 |   |  | $ | 91.4 |   |  | $ | 82.4 |   |
|                                     |

The$9.0 million loss on early extinguishment of debt for the nine monthsended September 30, 2005 includes the loss on redemption of ProductsCorporation's 8 1/8% Senior Notes and9% Senior Notes in April 2005, the $5.0 million prepayment feerelated to the prepayment of $100.0 million of indebtedness outstandingunder the Term Loan Facility of the 2004 Credit Agreement with theproceeds from the issuance of the Original 91⁄2% SeniorNotes, as well as the write-off of the portion of deferred financingcosts related to such prepaid amount. The loss on early extinguishmentof debt for the nine months ended September 30, 2004 represents theloss on the exchange of equity for certain indebtedness in the RevlonExchange Transactions and fees, expenses and the write-off of deferredfinancing costs related to the Revlon Exchange Transactions, the tenderfor and redemption of Products Corporation's 12% SeniorSecured Notes due in 2005 (the "12% Senior SecuredNotes") (including the applicable premium) and therepayment of Products Corporation's 2001 Credit Agreement (ashereinafter defined).

|                                    |  |                                 |                           |        |  |                               |                           |        |  |      |                           |        |  |   |                           |        |  |   |        |         |  |   |       |        |  |  |
|------------------------------------|--|---------------------------------|---------------------------|--------|--|-------------------------------|---------------------------|--------|--|------|---------------------------|--------|--|---|---------------------------|--------|--|---|--------|---------|--|---|-------|--------|--|--|
|                               |  | ThreeMonths Ended September 30, |                           |   |  | NineMonths Ended September30, |                           |   |
|                               |  | 2005                            |                           | 2004   |  | Change                        |                           | 2005   |  | 2004 |                           | Change |
| Gainon issuance of subsidiarystock |  | $                               |    — |   |  | $                             |    — |   |  | $    |    — |   |  | $ |    — |   |  | $ | (363.6 | )  |  | $ | 363.6 |   |
|                                    |

Inthe first half of 2004, REV Holdings recognized a gain on the issuanceby Revlon, Inc. of Class A Common Stock to third parties in connectionwith the Revlon Exchange Transactions (as hereinafter defined).

Provision for incometaxes:

|                          |  |                                 |     |        |  |                               |     |        |  |      |     |        |  |   |     |        |  |   |     |        |  |   |      |         |  |  |
|--------------------------|--|---------------------------------|-----|--------|--|-------------------------------|-----|--------|--|------|-----|--------|--|---|-----|--------|--|---|-----|--------|--|---|------|---------|--|--|
|                     |  | ThreeMonths Ended September 30, |     |   |  | NineMonths Ended September30, |     |   |
|                     |  | 2005                            |     | 2004   |  | Change                        |     | 2005   |  | 2004 |     | Change |
| Provisionfor incometaxes |  | $                               | 2.3 |   |  | $                             | 2.9 |   |  | $    | 0.6 |   |  | $ | 9.2 |   |  | $ | 5.0 |   |  | $ | (4.2 | )  |
|                          |

Theincrease in the provision for income taxes in the nine months endedSeptember 30, 2005, as compared with the nine months ended September30, 2004, was primarily attributable to a dividend distribution from aforeign subsidiary in the first quarter of 2005. Additionally, the 2004period benefited from the resolution of various tax audits. Thedecrease in the provision for income taxes in the third quarter of2005, as compared with the third quarter of 2004, is attributable tooffsetting factors in certain foreign markets.

FINANCIALCONDITION, LIQUIDITY AND CAPITAL RESOURCES

Net cash used foroperating activities for the nine months ended September 30, 2005improved to $118.3 million, as compared to $141.0 million for the ninemonths ended September 30, 2004. Net income declined $321.6 primarilydue to a $331.0 million noncash gain related to the Revlon ExchangeTransactions in the 2004 period. Additionally, cash used in changes inworking capital of $19.0 million in the first nine months of 2005,compared with cash used in changes in working capital of $67.9 millionin the first nine months of 2004, partially offset by lower adjustmentsmade for non-cash expenses, consisting primarily of depreciation andamortization and stock compensation amortization, as well as the losson extinguishment of debt. The improvement in cash provided by changesin working capital in the first nine months of 2005 was due to bettermanagement of the Company's working capital, partially offset bythe increased cash used for the purchase and production of inventoryprimarily related to the launch of the Company's brandinitiatives and due in part to lower shipments of existing products inthe U.S. and Canada.

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

Net cash used for investing activitieswas $16.0 million and $12.5 million for the nine months ended September30, 2005 and 2004, respectively, and consisted of capitalexpenditures.

Net cash provided by financing activities was$94.5 million and $177.8 million for the nine months ended September30, 2005 and 2004, respectively. Net cash provided by financingactivities for the nine months ended September 30, 2005 includedproceeds from the issuance of the 91⁄2% Senior Notes;partially offset by the prepayment of $100.0 million of indebtednessunder the Term Loan Facility of Products Corporation's 2004Credit Agreement, along with the $5.0 million prepayment fee plusaccrued interest; the redemption of $116.2 million aggregate principalamount outstanding of Products Corporation's8 1/8% Senior Notes, plus the payment of accruedinterest; the redemption of $75.5 million aggregate principal amountoutstanding of Products Corporation's 9% Senior Notes,plus accrued interest and the applicable premium; and the payment offinancing costs related to such transactions. Net cash provided byfinancing activities for the nine months ended September 30, 2004included cash drawn under Products Corporation's creditagreements, a capital contribution from an affiliate to retire the REVHoldings Notes and advances under the New Keepwell Agreement (ashereinafter defined), partially offset by the repayment of borrowingsunder the credit agreements, payment of the redemption price, theapplicable premium and accrued interest in connection with theredemption of Products Corporation's 12% Senior SecuredNotes and payment of financing costs related to the abovetransactions.

At September 30, 2005, Revlon, Inc. had aliquidity position, excluding cash in compensating balance accounts, ofapproximately $259.2 million, consisting of cash and cash equivalents(net of any outstanding checks), as well as $143.5 million in availableborrowings under the Multi-Currency Facility (as hereinafter defined)and $87.0 million in available borrowings under the 2004 ConsolidatedMacAndrews & Forbes Line of Credit, which commitment under the 2004Consolidated MacAndrews & Forbes Line of Credit was reduced from$152.0 million on July 1, 2005. See"Overview" regarding certain proposedfinancing activities.

2004 Credit Agreement

Products Corporation's credit agreement (the"2004 Credit Agreement") originally providedup to $960.0 million and, before giving effect to the $100.0 millionprepayment in March 2005, consisted of an $800.0 million term loanfacility (the "Term Loan Facility") and a$160.0 million asset-based multi-currency facility (the"Multi-Currency Facility"), the availabilityunder which varies based upon the borrowing base determined relative tothe value of eligible accounts receivable, eligible inventory andeligible real property and equipment in the U.S. and the U.K. from timeto time (see Note 9 of REV Holdings' Annual Report on Form 10-Kfor the year ended December 31, 2004 for further details).

TheMulti-Currency Facility will terminate on July 9, 2009 and the loansunder the Term Loan Facility will mature on July 9, 2010; provided thatthe 2004 Credit Agreement will terminate on October 30, 2007 ifProducts Corporation's 8 5/8% SeniorSubordinated Notes due 2008 (the"8 5/8% Senior SubordinatedNotes") are not redeemed, repurchased or defeased on orbefore such date such that not more than $25.0 million in aggregateprincipal amount of the 8 5/8% SeniorSubordinated Notes remain outstanding. In addition to customary eventsof default, it would be an event of default under the 2004 CreditAgreement if Revlon, Inc. fails to undertake an approximately $110.0million equity issuance and transfer the proceeds of such issuance toProducts Corporation to reduce Products Corporation's outstandingindebtedness by March 31, 2006.

The 2004 Credit Agreementrequires Products Corporation to comply with various financialcovenants and restrictions, including covenants and restrictionsrelating to indebtedness, liens, investments, sales of assets, mergersand acquisitions, dividends and transactions with affiliates ofProducts Corporation, each of which is subject to limited exceptions.Additionally, the 2004 Credit Agreement contains financial covenantslimiting the senior secured leverage ratio of Products Corporation (theratio of Products Corporation's Senior Secured Debt to EBITDA, aseach such term is defined in the 2004 

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

Credit Agreement) to 5.50 to 1.00 for thefour consecutive quarters ended during the period from December 31,2004 to September 30, 2005; 5.00 to 1.00 for the four consecutivequarters ending during the period from December 31, 2005 to December31, 2006; and 4.50 to 1.00 for the four consecutive quarters endingMarch 31, 2007 and each subsequent quarter until the maturity date ofthe 2004 Credit Agreement. Additionally, under any circumstances whenthe excess borrowing base under the Multi-Currency Facility is lessthan $30.0 million for a period of 30 consecutive days or more,Products Corporation would be required to maintain a consolidated fixedcharge coverage ratio (the ratio of EBITDA minus Capital Expendituresto Cash Interest Expense for such period, as each such term is definedin the 2004 Credit Agreement) of 1.00 to 1.00. Products Corporation wasin compliance with all applicable covenants under the 2004 CreditAgreement as of September 30, 2005.

At September 30, 2005, theTerm Loan Facility was fully drawn and availability under theMulti-Currency Facility, based upon the calculated borrowing base lessoutstanding borrowings and letters of credit, was $143.5 million.

2004 Consolidated MacAndrews & Forbes Line of Credit

Products Corporation has a line of credit with MacAndrews &Forbes (the "2004 Consolidated MacAndrews & ForbesLine of Credit"), which had availability of $87.0 millionat September 30, 2005. The commitment reduced to $87.0 million from$152.0 million as of July 1, 2005, pursuant to the original terms ofthe 2004 Consolidated MacAndrews & Forbes Line of Credit, and wasscheduled to terminate on December 1, 2005, but has been extendedthrough the earlier of the consummation of Revlon, Inc.'s plannedequity issuance described in "Overview" orMarch 31, 2006 (provided that in no case would such line of creditterminate prior to its previous expiration date of December 1, 2005).See Note 9 of REV Holdings' Annual Report on Form 10-K for theyear ended December 31, 2004 for further details.

2005Refinancing Transactions

On March 16, 2005, Products Corporationissued $310.0 million aggregate principal amount of its Original91⁄2% Senior Notes. This issuance and the relatedtransactions extended the maturities of Products Corporation'sdebt that would have otherwise been due in 2006. The proceeds from theOriginal 91⁄2% Senior Notes were used to prepay $100.0million of indebtedness outstanding under the Term Loan Facility ofProducts Corporation's 2004 Credit Agreement, together withaccrued interest and the associated $5.0 million prepayment fee, and topay $7.0 million in certain fees and expenses associated with theissuance of the Original 91⁄2% Senior Notes. The remaining$197.9 million in proceeds was placed in a debt defeasance trust and inApril 2005 was used to redeem $116.2 million aggregate principal amountoutstanding of Products Corporation's8 1/8% Senior Notes, plus accrued interest, and$75.5 million aggregate principal amount outstanding of ProductsCorporation's 9% Senior Notes, plus accrued interest andapplicable premium. The aggregate redemption amounts for the8 1/8% Senior Notes and 9% Senior Noteswere $118.1 million and $79.8 million, respectively, which constitutedthe principal amount and interest payable on the8 1/8% Senior Notes and the 9% SeniorNotes up to, but not including, the redemption date, and, with respectto the 9% Senior Notes, the applicable premium. On June 21,2005, all of the Original 91⁄2% Senior Notes which wereissued by Products Corporation in March 2005 were exchanged for theMarch 2005 91⁄2% Senior Notes, which have substantiallyidentical terms to the Original 91⁄2% Senior Notes, exceptthat the March 2005 91⁄2% Senior Notes are registered withthe Commission under the Securities Act, and the transfer restrictionsand registration rights applicable to the Original 91⁄2%Senior Notes do not apply to the March 2005 91⁄2% SeniorNotes.

On August 16, 2005, Products Corporation issued $80.0million aggregate principal amount of the August 2005 91⁄2%Senior Notes, which priced at 951⁄4% of par. ProductsCorporation issued the August 2005 91⁄2% Senior Notes asadditional notes pursuant to the same indenture, dated as of March 16,2005, governing the March 2005 91⁄2% Senior Notes (the"91⁄2% Senior Notes Indenture"),by and between Products Corporation and U.S. Bank National Association,as trustee. The August 2005 91⁄2% Senior 

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

Notes constitute a further issuance of, arethe same series as, and will vote on any matters submitted to noteholders with, the March 2005 91⁄2% Senior Notes. Pursuantto a registration agreement that Products Corporation entered into aspart of the original issuance of the August 2005 91⁄2%Senior Notes, Products Corporation filed a registration statement that,when such statement becomes effective, will permit holders of theAugust 2005 91⁄2% Senior Notes to exchange such notes fornew notes that will have substantially identical terms to the August2005 91⁄2% Senior Notes, except that (1) the new notes willbe registered with the Commission under the Securities Act, and (2) thetransfer restrictions and registration rights currently applicable tothe August 2005 91⁄2% Senior Notes would no longer apply tothe new notes. The registration statement was not yet effective as ofNovember 9, 2005.

Pursuant to the terms of the 91⁄2%Senior Notes Indenture, the 91⁄2% Senior Notes are seniorunsecured debt of Products Corporation with right to payment under the91⁄2% Senior Notes equal in right of payment with anypresent and future senior indebtedness of Products Corporation. The91⁄2% Senior Notes bear interest at an annual rate of91⁄2%, which will be payable on each April 1 and October 1of each year, which commenced on October 1, 2005.

2004Refinancing Transactions

In March 2004, Revlon, Inc. exchangedapproximately $804 million of Products Corporation's debt, $54.6million of Revlon, Inc. Series A preferred stock and $9.9 million ofaccrued interest for 299,969,493 shares of Class A Common Stock (the"Revlon Exchange Transactions"). As a resultof the Revlon Exchange Transactions, Revlon, Inc. reduced ProductsCorporation's debt by approximately $804 million on March 25,2004. In addition to the Revlon Exchange Transactions, pursuant to the2004 Investment Agreement between Revlon, Inc. and MacAndrews &Forbes Holdings, Revlon, Inc. is committed to conduct further equityissuances in the amount of approximately $110 million by the end ofMarch 2006, the proceeds of which Revlon, Inc. will transfer toProducts Corporation to reduce its debt (such equity issuances,together with the Revlon Exchange Transactions, are referred to as the"Debt Reduction Transactions"). The terms ofany other equity issuances to be undertaken in connection with the DebtReduction Transactions, including the subscription prices, will bedetermined by Revlon, Inc.'s Board of Directors at theappropriate times. See "Overview" for furtherdiscussion of this proposed equity issuance.

ProductsCorporation used $800.0 million of proceeds from borrowings under theTerm Loan Facility of the 2004 Credit Agreement to repay in full the$290.5 million of outstanding indebtedness (including accrued interest)under Products Corporation's credit agreement dated November 30,2001 and which was scheduled to mature on May 30, 2005 (the"2001 Credit Agreement"), to purchase andredeem in July and August 2004 (the "TenderOffer") all of the $363.0 million aggregate principalamount of Products Corporation's 12% Senior Secured Notesfor a purchase price of approximately $412.3 million (including theapplicable premium and accrued interest), and to pay fees and expensesincurred in connection with the 2004 Credit Agreement, the Tender Offerfor the 12% Senior Secured Notes and the Revlon ExchangeTransactions, including the payment of expenses related to arefinancing that Products Corporation launched in May 2004 but did notconsummate.

Sources and Uses

The Company'sprincipal sources of funds are expected to be operating revenues, cashon hand, funds available for borrowing under the 2004 Credit Agreement,the 2004 Consolidated MacAndrews & Forbes Line of Credit, otherpermitted lines of credit, and advances under the New KeepwellAgreement. The 2004 Credit Agreement, the 2004 Consolidated MacAndrews& Forbes Line of Credit, and the indentures governing ProductsCorporation's 8 5/8% Senior SubordinatedNotes and 91⁄2% Senior Notes contain certain provisionsthat by their terms limit Products Corporation's and itssubsidiaries' ability to, among other things, incur additionaldebt. The New REV Holdings Notes contain certain provisions that bytheir terms limit REV Holdings' ability to, among other things,incur additional debt.

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

The Company's principal uses offunds are expected to be the payment of operating expenses, includingexpenses in connection with the continued implementation of, andrefinement to, the Company's plan (including the Company'sbrand initiatives referred to in "Overview"),purchases of permanent wall displays, capital expenditure requirements,payments in connection with the Company's restructuring programsreferred to herein, debt service payments and costs and regularlyscheduled pension contributions. Cash contributions to theCompany's pension and post-retirement benefit plans wereapproximately $34 million in 2004 and the Company expects them to beapproximately $27 million in 2005. The Company estimates that for 2005purchases of wall displays will be approximately $75 million to $85million and capital expenditures will be approximately $20 million to$30 million. See "Overview" regarding certainexpected uses of funds in connection with the Company's brandinitiatives.

The Company has undertaken 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.

Continuing to implement and refine the Company's plan couldinclude taking advantage of additional opportunities to reposition,repackage or reformulate one or more of the Company's brands orproduct lines, launching new brands or product lines or furtherrefining the Company's approach to retail merchandising. Any ofthese actions, whose intended purpose would be to create value throughprofitable growth, could result in the Company making investments orrecognizing charges related to executing against such opportunities.See "Overview" regarding certain of theCompany's proposed brand initiatives.

The Company expectsthat operating revenues, cash on hand, funds available for borrowingunder the 2004 Credit Agreement, the 2004 Consolidated MacAndrews &Forbes Line of Credit, other permitted lines of credit and advancesunder the New Keepwell Agreement will be sufficient to enable theCompany to cover its operating expenses for 2005, including cashrequirements in connection with the Company's operations, thecontinued implementation of, and refinement to, the Company'splan (including the Company's brand initiatives referred to in"Overview"), cash requirements in connectionwith the Company's restructuring programs referred to above, thedebt service requirements of the Company and its subsidiaries for 2005,including without limitation, interest on the New REV Holdings Notes,and regularly scheduled pension and post-retirement plan contributions.However, there can be no assurance that such funds will be sufficientto meet the Company's cash requirements on a consolidated basis.If the Company's anticipated level of revenue growth is notachieved because, for example, of decreased consumer spending inresponse to weak economic conditions or weakness in the mass marketcosmetics category, adverse changes in currency, increased competitionfrom the Company's competitors, changes in consumer purchasinghabits, including with respect to shopping channels, retailer inventorymanagement or the Company's advertising and marketing plans arenot as successful as anticipated, or if the Company's expensesassociated with the 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. See"Overview" regarding certain of theCompany's proposed brand initiatives and the Company'sexpected uses of funds and financing plans related to suchinitiatives.

In the event of a decrease in demand for theCompany's products or reduced sales or lack of increases indemand and sales as a result of the continued implementation of, andrefinement to, the Company's plan, any such development, ifsignificant, could reduce the Company's operating revenues andcould adversely affect Products Corporation's ability to achievecertain financial covenants under the 2004 Credit Agreement and in suchevent the Company could be required to take measures, includingreducing discretionary spending.

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

If the Company is unable to satisfy itscash requirements from the sources identified above or comply with itsdebt covenants, the Company could be required to adopt one or morealternatives, such as delaying the implementation of or revisingaspects of its plan, including one or more aspects of its brandinitiatives referred to in "Overview",reducing or delaying purchases of wall displays or advertising orpromotional expenses, reducing or delaying capital spending, delaying,reducing or revising restructuring programs, restructuringindebtedness, selling assets or operations, seeking additional capitalcontributions or loans from MacAndrews & Forbes, theCompany's other affiliates and/or third parties, sellingadditional equity securities of Revlon, Inc. (or debt securities ofProducts Corporation) or reducing other discretionary spending. Therecan be no assurance that the Company would be able to take any of theactions referred to above because of a variety of commercial or marketfactors or constraints in the Company'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 theCompany'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 requirementsor comply with its debt covenants if the actions do not generate asufficient amount of additional capital.

Using proceeds from theissuance of the Original 91⁄2% Senior Notes in March 2005,Products Corporation prepaid $100.0 million of principal amountoutstanding under the Term Loan Facility of the 2004 Credit Agreementand redeemed its 8 1/8% Senior Notes and9% Senior Notes in April 2005. Products Corporation likewiseplans to refinance Products Corporation's8 5/8% Senior Subordinated Notes, with anaggregate principal amount outstanding of $327.0 million, prior totheir maturity in 2008. Under the 2004 Credit Agreement, ProductsCorporation must refinance the 8 5/8% SeniorSubordinated Notes by October 30, 2007, such that not more than $25.0million of such notes remain outstanding. As of September 30, 2005,Products Corporation had $700.0 million of outstanding indebtednessunder the Term Loan Facility of the 2004 Credit Agreement, while theMulti-Currency Facility and the 2004 Consolidated MacAndrews &Forbes Line of Credit were undrawn. In addition, in August 2005,Products Corporation issued $80 million aggregate principal amount ofthe August 2005 91⁄2% Senior Notes. See"Overview" regarding certain of theCompany's proposed brand initiatives and the Company'sexpected uses of funds and financing plans related to suchinitiatives.

Revlon, Inc., as a holding company, will bedependent 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 the 8 5/8% Senior Subordinated Notesand the 91⁄2% Senior Notes generally restrict ProductsCorporation from paying dividends or making distributions, except thatProducts Corporation is permitted to pay dividends and makedistributions to Revlon, Inc. to enable Revlon, Inc., among otherthings, to pay expenses incidental to being a public holding company,including, among other things, professional fees such as legal andaccounting fees, regulatory fees such as Commission filing fees andother miscellaneous expenses related to being a public holding companyand, 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 Amended andRestated Revlon, Inc. Stock Plan.

REV Holdings, as a holdingcompany, will be dependent on advances from affiliates to pay itsexpenses and will also be dependent upon advances under the NewKeepwell Agreement to pay interest when due on the New REV HoldingsNotes. REV Holdings anticipates that it will be required to adopt oneor more alternatives to pay the principal amount at maturity of the NewREV Holdings Notes, such as refinancing its indebtedness, repaying itsindebtedness with the proceeds from the sale of assets or 

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

operations of Revlon, Inc., selling itsequity securities or equity securities of Revlon, Inc. or seekingadditional capital contributions or loans from MacAndrews & Forbes,the Company's other affiliates and/or third parties. There can beno assurance that any of the foregoing actions could be effected onsatisfactory terms, that any of the foregoing actions would enable REVHoldings to pay the principal amount at maturity of the New REVHoldings Notes or that any of such actions would be permitted by theterms of the New Indenture or any other debt instrument of the Companyand the Company's subsidiaries then in effect, because, amongother reasons, market conditions may be unfavorable for an equity ordebt offering or the transactions may not be permitted under the termsof the Company's various debt instruments then in effect, becauseof restrictions 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 Holdings consummated anexchange offer (the "REV Holdings ExchangeOffer") with respect to its 12% Senior SecuredNotes due 2004 (the "REV Holdings Notes") for13% Senior Secured Notes due 2007 (the "New REVHoldings Notes"). In connection therewith, REV Holdingsissued $18.5 million principal amount of New REV Holdings Notes inexchange for a like principal amount of REV Holdings Notes. Inaddition, at maturity on February 1, 2004, REV Holdings' parentcontributed $7.9 million principal amount of REV Holdings Notes it heldand $54.1 million of cash to retire the remaining outstanding REVHoldings Notes.

As of September 30, 2005, the New REV HoldingsNotes, which bear interest semi-annually and mature on February 1,2007, are secured by a pledge of 2,325,291 shares of Class A CommonStock, including all dividends, cash instruments and property andproceeds from time to time received in respect of the foregoing (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 equity of REV Holdings and the redemptionof equity of REV Holdings or any of its direct or indirect parents,(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. hasagreed 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.

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

GSB Investments Corp. has advised REVHoldings that it expects either to have cash flow from dividends on itsinvestments or to obtain capital contributions from its affiliatesthat, in the aggregate, will be sufficient to satisfy its obligationsunder the New Keepwell Agreement. There can be no assurance, however,that GSB Investments Corp. (a) will have such cash flow, because, amongother things, a portion of its investments are pledged and itsinvestees are under no obligation to pay dividends, or (b) could obtainany such contribution or loan because, among other things, itsaffiliates are under no obligation to provide them to GSB InvestmentsCorp.

The New Keepwell Agreement will terminate at such time asthere are no New REV Holdings Notes outstanding, at which time GSBInvestments Corp. may require repayment of advances under the NewKeepwell Agreement. As of September 30, 2005, advances under the NewKeepwell Agreement were $3.6 million.

As a result of dealingwith suppliers and vendors in a number of foreign countries, ProductsCorporation enters into foreign currency forward exchange contracts andmay enter into 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 $24.4 millionoutstanding at September 30, 2005. The fair value of foreign currencyforward exchange contracts outstanding at September 30, 2005 was $(0.3)million.

Disclosures about Contractual Obligations andCommercial Commitments

As of September 30, 2005, there had beenno material changes outside the ordinary course of the Company'sbusiness to the Company's total contractual obligations andcommercial commitments which are set forth in the table included in REVHoldings' Annual Report on Form 10-K for the year ended December31, 2004, with the exception of: (1) Products Corporation'sissuance in March 2005 of $310.0 million in aggregate principal amountof the Original 91⁄2% Senior Notes, which are due 2011,with the proceeds used to (a) prepay $100.0 million in outstandingprincipal plus prepayment fees and accrued interest under the Term LoanFacility of Products Corporation's 2004 Credit Agreement, and (b)redeem $116.2 million outstanding principal amount of ProductsCorporation's 8 1/8% Senior Notes, plusaccrued interest, and $75.5 million outstanding principal amount ofProducts Corporation's 9% Senior Notes, plus accruedinterest and the applicable premium; (2) Products Corporation'sissuance in August 2005 of $80.0 million aggregate principal amount ofthe August 2005 91⁄2% Senior Notes, which are due in 2011,the proceeds of which will be used to help fund investments in itsbrand initiatives and be used for general corporate purposes, as wellas to pay fees and expenses in connection with the issuance of theAugust 2005 91⁄2% Senior Notes; and (3) incrementalpurchase obligations of approximately $46 million in connection withthe Company's brand initiatives, which are due in less than oneyear. See "Overview – Brandinitiatives" and "2005 RefinancingTransactions" for further discussion.

The followingtable reflects the impact of the transactions referred to above as ofSeptember 30,2005:

|                                               |  |                                                  |         |                 |  |           |                           |           |  |              |                           |        |  |   |                           |        |  |   |                           |        |  |  |
|-----------------------------------------------|--|--------------------------------------------------|---------|-----------------|--|-----------|---------------------------|-----------|--|--------------|---------------------------|--------|--|---|---------------------------|--------|--|---|---------------------------|--------|--|--|
|                                          |  | Paymentsdue by calendar year(dollars inmillions) |
| ContractualObligationsAs of September 30,2005 |  | Total                                            |         | Less than 1year |  | 1-3 years |                           | 3-5 years |  | After 5years |
| Long-termDebt                                 |  | $                                                | 1,435.5 |            |  | $         |    — |      |  | $            | 345.5                     |   |  | $ | 700.0                     |   |  | $ | 390.0                     |   |
| PurchaseObligations                           |  | $                                                | 76.2    |            |  | $         | 76.2                      |      |  | $            |    — |   |  | $ |    — |   |  | $ |    — |   |
|                                               |

Off-BalanceSheet Transactions

The Company does not maintain anyoff-balance sheet transactions, arrangements, obligations or otherrelationships with unconsolidated entities or others that arereasonably likely to have a material current or future effect on theCompany's financial condition, changes in financial condition,revenues or expenses, results of operations, liquidity, capitalexpenditures or capital resources.

29

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

Effect of Recent AccountingPronouncements

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

30

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REVHOLDINGS LLC AND SUBSIDIARIES

(all tabularamounts in millions)

ITEM 3.    QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

The Company has exposure tomarket risk both as a result of changing interest rates and movementsin foreign currency exchange rates. The Company's policy is tomanage market risk through a combination of fixed and floating ratedebt, the use of derivative financial instruments and foreign exchangeforward and option contracts. The Company does not hold or issuefinancial instruments for trading purposes. The qualitative andquantitative information presented in Item 7A of REV Holdings'Annual Report on Form 10-K for the year ended December 31, 2004("Item 7A") describes significant aspects ofthe Company's financial instrument programs that have materialmarket risk as of December 31, 2004. As a result of ProductsCorporation's issuance of the Original 91⁄2% SeniorNotes and the redemption of the 8 1/8% SeniorNotes and 9% Senior Notes, the maturities of ProductsCorporation's debt that would have otherwise been due in 2006have been extended. The following table presents the informationrequired by Item 7A as of September 30, 2005 (See"Long-term Debt" in Note 9 to the UnauditedConsolidated FinancialStatements):

|                                                 |  |                                                      |        |         |  |                             |                                                  |        |  |        |        |            |  |        |                                                  |        |  |        |                                                  |        |  |        |         |         |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------------------|--|------------------------------------------------------|--------|---------|--|-----------------------------|--------------------------------------------------|--------|--|--------|--------|------------|--|--------|--------------------------------------------------|--------|--|--------|--------------------------------------------------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                            |  | ExpectedMaturity date for the year ended December31, |        | Total   |  | Fair Value September30,2005 |
|                                            |  | 2005                                                 |        | 2006    |  | 2007                        |                                                  | 2008   |  | 2009   |        | Thereafter |  |
| **Debt**                                        |  |                                                 |   |    |  |                        |                                             |   |  |   |   |       |  |   |                                             |   |  |   |                                             |   |  |   |    |    |  |   |    |   |  |   |    |   |
| Short-termvariable rate (variouscurrencies)     |  | $                                                    | 40.4   |    |  |                        |                                             |   |  |   |   |       |  |   |                                             |   |  |   |                                             |   |  |   |    |    |  | $      | 40.4    |   |  | $      | 40.4    |   |
| Averageinterest rate(a)                         |  |                                                 | 5.4    | %  |  |                        |                                             |   |  |   |   |       |  |   |                                             |   |  |   |                                             |   |  |   |    |    |  |   |    |   |  |   |    |   |
| Long-termfixed rate – third party($US)    |  |                                                 |   |    |  |                        |                                             |   |  | $      | 345.5  | *     |  |   |                                             |   |  |   |                                             |   |  | $      | 386.3   |    |  |   | 731.8   |   |  |   | 705.0   |   |
| Averageinterestrate                             |  |                                                 |   |    |  |                        |                                             |   |  |   | 8.6    | %     |  |   |                                             |   |  |   |                                             |   |  |   | 9.5     | %  |  |   |    |   |  |   |    |   |
| Long-termvariable rate – third party($US) |  |                                                 |   |    |  |                        |                                             |   |  |   |   |       |  |   |                                             |   |  |   |                                             |   |  | $      | 700.0   |    |  |   | 700.0   |   |  |   | 700.0   |   |
| Averageinterest rate(a)                         |  |                                                 |   |    |  |                        |          |   |  |   |   |       |  |   |          |   |  |   |          |   |  |   | 10.6    | %  |  |   |    |   |  |   |    |   |
| Totaldebt                                       |  | $                                                    | 40.4   |    |  |                        | —                                          |   |  | $      | 345.5  |       |  |   | —                                          |   |  |   | —                                          |   |  | $      | 1,086.3 |    |  | $      | 1,472.2 |   |  | $      | 1,445.4 |   |
|                                                 |

|                                               |  |                              |        |                                   |  |                                  |      |                              |  |        |      |        |  |        |         |         |  |  |
|-----------------------------------------------|--|------------------------------|--------|-----------------------------------|--|----------------------------------|------|------------------------------|--|--------|------|--------|--|--------|---------|---------|--|--|
| ForwardContracts                              |  | Average ContractualRate $/FC |        | Original US Dollar NotionalAmount |  | Contract Value September 30,2005 |      | Fair Value September 30,2005 |
| Buy Euros/SellUSD                             |  |                         | 1.2148 |                              |  | $                                | 0.8  |                         |  | $      | 0.8  |   |  | $      | — |    |
| Sell British Pounds/BuyUSD                    |  |                         | 1.8227 |                              |  |                             | 4.5  |                         |  |   | 4.6  |   |  |   | 0.1     |    |
| SellAustralian Dollars/BuyUSD                 |  |                         | 0.7574 |                              |  |                             | 5.8  |                         |  |   | 5.8  |   |  |   | — |    |
| SellCanadian Dollars/BuyUSD                   |  |                         | 0.8140 |                              |  |                             | 7.7  |                         |  |   | 7.3  |   |  |   | (0.4    | )  |
| SellSouth African Rand/BuyUSD                 |  |                         | 0.1566 |                              |  |                             | 2.4  |                         |  |   | 2.4  |   |  |   | — |    |
| SellNew Zealand Dollars/BuyUSD                |  |                         | 0.6919 |                              |  |                             | 0.2  |                         |  |   | 0.2  |   |  |   | — |    |
| BuyAustralian Dollars/Sell New ZealandDollars |  |                         | 1.1096 |                              |  |                             | 3.0  |                         |  |   | 3.0  |   |  |   | — |    |
| Totalforwardcontracts                         |  |                         |   |                              |  | $                                | 24.4 |                         |  | $      | 24.1 |   |  | $      | (0.3    | )  |
|                                               |

|     |                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------|
| (a) | Weightedaverage variable rates are based upon implied forward rates from theyield curves at September 30, 2005. |

|       |                                                                                                                                                                                                                                                              |
|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ***** | While the 8 5/8% Senior SubordinatedNotes are due in March 2008, under Products Corporation's 2004Credit Agreement, Products Corporation must refinance the notes byOctober 30, 2007, such that not more than $25.0 million of such notesremain outstanding. |

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REVHOLDINGS LLC AND SUBSIDIARIES

ITEM 4.    CONTROLS AND PROCEDURES

**(a)**    **Disclosure Controls andProcedures.**    The Company maintains disclosure controls andprocedures that are designed to ensure that information required to bedisclosed in the Company's reports under the Securities ExchangeAct of 1934, as amended, is recorded, processed, summarized andreported within the time periods specified in the SEC's rules andforms, and that such information is accumulated and communicated tomanagement, including the Company's Chief Executive Officer andChief Financial Officer, as appropriate, to allow timely decisionsregarding required disclosure. The Company's management, with theparticipation of the Company's Chief Executive Officer and ChiefFinancial Officer, has evaluated the effectiveness of theCompany's disclosure controls and procedures as of the end of thefiscal period covered by this Quarterly Report on Form 10-Q.

AsRevlon, Inc. previously disclosed in its Annual Report on Form 10-K/Afor the fiscal year ended December 31, 2004, which it filed with theSEC on April 12, 2005, Revlon, Inc.'s management assessed theeffectiveness of its internal control over financial reporting as ofDecember 31, 2004 and identified a deficiency in the Company'spolicies and procedures related to the periodic review and validationof the data inputs and outputs used in its estimates of the reservesfor sales returns in the U.S. Specifically, in 2004, an error ofapproximately $1.2 million in the estimate of the sales returncalculation for one of the Company's large U.S. customers was notdetected. The customer in question acquired a significant number ofstores in 2004 and inventory of certain of those newly-acquired storelocations was not included in the data made available to the Companyfor estimating the reserves for sales returns. As a result, during its2004 year-end closing, the Company understated its estimates of thesales returns related to these newly-acquired stores by approximately$1.2 million. The Company's aggregate sales returns reserve inthe U.S. for the full fiscal year ended December 31, 2004 wasapproximately $83 million. Although this control deficiency resulted inthe error identified above, it did not result in a materialmisstatement of the Company's consolidated financial statementsas of and for the year ended December 31, 2004, for the interim periodswithin that year or in the Company's consolidated financialstatements as of and for the three-month and nine-month periods endedSeptember 30, 2005.

As Revlon, Inc. also disclosed in its AnnualReport on Form 10-K/A for the fiscal year ended December 31, 2004,during the first quarter of 2005 the Company implemented additionalcontrols and procedures, as discussed below in paragraph (b) of thisItem 4, that the Company believes have remediated the material weaknessin internal control over financial reporting referred to above. Theseadditional controls and procedures are designed to operatesemi-annually at June 30 and December 31 utilizing specific informationthat is available at those times as part of the Company's normalbusiness processes at each such period end. These additional controlsand procedures operated as designed and intended.

The Companyhas concluded that its disclosure controls and procedures wereeffective at September 30, 2005.

**(b)**    **Changesin Internal Control Over Financial Reporting.**    Toremediate the material weakness referred to above, in the first quarterof 2005, management of Revlon, Inc. implemented a remediation program,including the establishment of additional controls and procedures, tostrengthen the Company's internal control process with respect tothe sales return calculation. This program and controls currentlyinclude, among other things, the adoption of policies pursuant to whichthe following procedures are or will be performed:

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.  | In order to facilitate the estimate of salesreturns in the future, following any merger, acquisition orconsolidation transaction involving significant customers, theCompany's sales force will provide inventory and point of saleinformation for each of the customers involved in the transaction toprovide a base line to estimate sales returns. The Company will thenprepare a reconciliation between the base line information and thesales return estimation for the combined customers after giving effectto the transaction. |

32

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REVHOLDINGS LLC AND SUBSIDIARIES

|          |                                                                                                                                                                                                                                                                               |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.  | The Company willanalyze separately inventory and/or point of sale information that aremaintained on different systems of significant customers involved in amerger, acquisition or consolidation transaction and will separatelyestimate returns for each of those customers. |

|          |                                                                                                                         |
|----------|-------------------------------------------------------------------------------------------------------------------------|
| 3.  | The Company enhanced documentation and formalvalidation of key data and assumptions used to calculate the salesreturns. |

|          |                                                                                                                                                                                                                                 |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.  | The Company formalized theanalytical validation by accounting personnel of the sales returncalculation for significant customers. This analysis is reviewed andapproved by both senior finance and sales department executives. |

The Company's management believes that these actions andcontrols strengthened the Company's disclosure controls andprocedures, as well as the Company's internal control overfinancial reporting. These additional controls and procedures operatedas designed and intended, and the Company's management believesthat the Company has eliminated the material weakness that Revlon, Inc.identified in its internal control over financial reporting in itsAnnual Report on Form 10-K/A for the fiscal year ended December 31,2004.

Forward-Looking Statements

This Quarterly Reporton Form 10-Q for the quarter ended September 30, 2005, as well as otherpublic documents and statements of the Company, contain forward-lookingstatements that involve risks and uncertainties, which are based on thebeliefs, expectations, estimates, projections, forecasts, plans,anticipations, targets, outlooks, initiatives, destinations, visions,objectives, strategies, opportunities, drivers and intents of theCompany's management. The Company's actual results maydiffer materially from those discussed in such forward-lookingstatements. Such statements include, without limitation, theCompany's expectations and estimates (whether qualitative orquantitative) as to:

|           |                                                                                                                                                                                                                                                              |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | the Company'sfuture financial performance, including the Company's belief thatit has strengthened its organizational capabilities (and itsexpectation to continue to do so) and that it has strengthened itsrelationships with its key retailers in theU.S.; |

|            |                                                                                                                                                                                                                                                                                                              |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | the effect on sales of weakeconomic conditions, political uncertainties, military actions,terrorist activities, adverse currency fluctuations, category weakness,competitive activities, retailer inventory management and changes inconsumer purchasing habits, including with respect to shoppingchannels; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | the Company's beliefthat the continued implementation and refinement to its plan couldinclude taking advantage of additional opportunities to reposition,repackage and/or reformulate one or more of its brands or product linesand/or launching new brands or product lines and/or further refiningits approach to retail merchandising, any of which, whose intendedpurpose would be to create value through profitable growth, couldresult in the Company making investments and/or recognizing chargesrelated to executing against suchopportunities; |

|            |                                                                                                                                                                                                                                                                                                                                                                             |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | the Company'splans regarding the continued growth momentum and accelerated growthstage of its plan, including the Company's plans to capitalize onthe actions taken during the stabilization and growth phase of itsplan, and the Company's expectation that such actions would helpit achieve the objective of balancing top-line growth with an improvedoperating margin; |

|           |                                                                                            |
|-----------|--------------------------------------------------------------------------------------------|
| (v)  | the Company'splans to further improve its new product development and introductionprocess; |

|            |                                                                                   |
|------------|-----------------------------------------------------------------------------------|
| (vi)  | the Company's plans tocontinue to increase the effectiveness of its displaywalls; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | the Company's plans todrive efficiencies across its overall supply chain, including reducingmanufacturing costs by streamlining components and sourcingstrategically and rationalizing its supply chain in Europe, theCompany's plan to move production for its European markets toProducts Corporation's Oxford, North Carolina facility andestablishing alternative warehousing and distribution arrangements inthe U.K.; |

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REVHOLDINGS LLC AND SUBSIDIARIES

|              |                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------|
| (viii)  | theCompany's plans to optimize the effectiveness of its advertising,marketing and promotions; |

|            |                                                                                                                                                                                                                                |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ix)  | theCompany's plans to continue training and development of itsorganization so that it may continue to improve its capabilities toexecute the Company's strategies, while providing enhanced jobsatisfaction for its employees; |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (x)  | theCompany's plans to strengthen its balance sheet and capitalstructure, including its plans to refinance ProductsCorporation's 8 5/8% Senior SubordinatedNotes by October 30, 2007 prior to their maturity, and Revlon,Inc.'s plans to conduct an equity issuance in the amount of $185million by the end of March 2006 and its plan to use the proceeds fromapproximately $110 million of such equity issuance to reduce ProductsCorporation's debt; |

|            |                                                                                                                                 |
|------------|---------------------------------------------------------------------------------------------------------------------------------|
| (xi)  | theCompany's plans to launch two brand initiatives and theCompany's current expectation and beliefs regarding theseinitiatives; |

|             |                                                                                                                                                      |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xii)  | the Company'sbelief that the Almay initiative will build on its healthy beautyheritage and desire among consumers for simplicity andpersonalization; |

|              |                                                                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiii)  | the Company'sbelief that its initiative focused on the more mature cosmeticsconsumer will serve an affluent and growing consumer demographiccurrently underserved in themarketplace; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiv)  | the Company'scurrent belief that the brand initiatives will have a positive effecton net sales in the second half of 2005, after giving effect to anestimated $40 million of provisions for incremental returns andallowances associated with the launch of these brand initiatives, ofwhich approximately $32 million impacted net sales in the third quarterof 2005, with the remainder expected to impact the fourth quarter of2005, and the Company's expectation that in connection with thesebrand initiatives, the accelerated amortization charges associated withcertain retail display fixtures will be approximately $10 million to$15 million (of which approximately $4 million impacted SG&A in thethird quarter of 2005 and approximately $10 million of which isexpected to impact SG&A for the full year of 2005) and that totalupfront launch and related costs of the brand initiatives in 2005 willbe approximately $75 million, including provisions for theaforementioned incremental returns and allowances of approximately $40million and the aforementioned $10 million of acceleratedamortization; |

|            |                                                                                                                                                              |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xv)  | the Company'sexpectation that the first quarter of 2006 will benefit fromincremental initial shipments associated with the launch of these brandinitiatives; |

|             |                                                                                                                                                                                                                                                                                                                                                        |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xvi)  | the Company'sexpectation that the cash flow impact of the brand initiatives from itsinvestment in permanent displays, including displays for its existingbusinesses and the brand initiatives, will be in the range of $75million to $85 million during 2005 and $85 million to $95 millionduring 2006, returning to more normalized levelsthereafter; |

|              |                                                                                                                                                                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xvii)  | the Company'sexpectation that due to the brand initiatives, and assuming they beginshipping in the fourth quarter of 2005 as planned, working capital willincrease during the second half of 2005 and return to more normalizedlevels in relation to sales during the second half of2006; |

|               |                                                                                                                                                                                                                                                                                                                                                      |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xviii)  | Revlon, Inc.'s plans toissue $185 million of equity by March 31, 2006 and contribute theproceeds from approximately $110 million of such equity issuance toProducts Corporation to reduce its debt, and its plans to provide thebalance of the proceeds from such $185 million equity issuance toProducts Corporation for general corporatepurposes; |

|             |                                                                                                                                               |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| (xix)  | restructuring activities,restructuring costs, the timing of restructuring payments and annualsavings and other benefits from such activities; |

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REVHOLDINGS LLC AND SUBSIDIARIES

|            |                                                                                                                                                                                                                                                                                                                                                                                            |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xx)  | operatingrevenues, cash on hand, availability of borrowings under ProductsCorporation's 2004 Credit Agreement, the 2004 ConsolidatedMacAndrews & Forbes Line of Credit, other permitted lines of creditand advances under the New Keepwell Agreement being sufficient tosatisfy the Company's operating expenses in 2005, including cashrequirements referred to in item (xxiii)below; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxi)  | the availability of funds fromProducts Corporation's 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit, other permittedlines of credit, 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 equity securities of Revlon, Inc. and/or REV Holdings (ordebt securities of ProductsCorporation); |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxii)  | 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 ofequity securities of REV Holdings to pay the principal amount atmaturity of the New REV HoldingsNotes; |

|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxiii)  | the Company's uses offunds, including amounts required for the payment of operatingexpenses, including expenses in connection with the continuedimplementation of, and refinement to, the Company's plan(including in connection with its brand initiatives), payments inconnection with the Company's purchases of permanent walldisplays, capital expenditure requirements, restructuring programs,debt service payments and costs and regularly scheduled pension andpost-retirement plan contributions, and its estimates of operatingexpenses, working capital expenses, wall display costs, capitalexpenditures, cash contributions to the Company's pension plansand post-retirement benefit plans, debt service payments (includingpayments required under Products Corporation's debt instrumentsand interest payments under the New REV Holdings Notes) and charges inconnection with the Company's growthplan; |

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

|             |                                                                       |
|-------------|-----------------------------------------------------------------------|
| (xxv)  | the effects of theCompany's adoption of certain accountingprinciples; |

|              |                                                                                                                                                                                                                                                                                                                                                               |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxvi)  | the Company's planto efficiently manage its cash and working capital, including, amongother things, by carefully managing inventory levels, centralizingpurchasing to secure discounts and efficiencies in procurement, andproviding additional discounts to U.S. customers for more timelypayment of receivables and carefully managing accounts payable;and |

|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxvii)  | the Company's belief thatthe remediation program that it has undertaken to remediate thematerial weakness that Revlon, Inc. identified in its internal controlover financial reporting at the fiscal year ended December 31, 2004 waseffective in eliminating such material weakness and that therefore theCompany's disclosure controls and procedures are effective atSeptember 30, 2005, including the Company's belief that itsremediation program strengthened its disclosure controls and proceduresand internal control process with respect to its sales returncalculations. |

Statements that are not historical facts,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,""destinations,""outlooks,""initiatives,""expects," "scheduledto," "anticipates,""seeks," "may,""will," or "should"or the negative of those terms, or other variations of those terms orcomparable language, or by discussions of strategy, targets, models orintentions. Forward-looking statements speak only as of the date theyare made, and except for the Company's ongoing obligations underthe U.S. federal securities 

35

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REVHOLDINGS LLC AND SUBSIDIARIES

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 the Company made in itsAnnual Report on Form 10-K for the fiscal year ended December 31, 2004and makes in its Quarterly Reports on Form 10-Q and Current Reports onForm 8-K, in each case filed with the Commission in 2005 (which, amongother places, can be found on the Commission's website athttp://www.sec.gov). The information available from time to time onsuch website shall not be deemed incorporated by reference into thisQuarterly Report on Form 10-Q. A number of important factors couldcause actual results to differ materially from those contained in anyforward-looking statement. In addition to factors that may be describedin the Company's filings with the Commission, including thisfiling, the following factors, among others, could cause theCompany's actual results to differ materially from thoseexpressed in any forward-looking statements made by the Company:

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (i)  | unanticipated circumstances or resultsaffecting the Company's financial performance, includingdecreased consumer spending in response to weak economic conditions orweakness in the category, changes in consumer preferences, such asreduced consumer demand for the Company's color cosmetics andother current products, changes in consumer purchasing habits,including with respect to shopping channels, lower than expectedcustomer acceptance or consumer acceptance of the Company's brandinitiatives, decreased sales of the Company's existing productsas a result of the Company's brand initiatives and changes in thecompetitive environment, actions by the Company's customers, suchas retailer inventory management, and actions by the Company'scompetitors, including business combinations, technologicalbreakthroughs, new products offerings, promotional spending andmarketing and promotional successes, including increases in marketshare; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | the effects of and changes ineconomic conditions (such as inflation, monetary conditions and foreigncurrency fluctuations, as well as in trade, monetary, fiscal and taxpolicies in international markets); political conditions (such asmilitary actions and terrorist activities); as well as the effects ofand changes in category weakness, in competitive activities, inretailer inventory management and in consumer purchasing habits,including with respect to shoppingchannels; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iii)  | unanticipated costs ordifficulties or delays in completing projects associated with thecontinued 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, arising fromany additional repositioning, repackaging and/or reformulating of oneor more of the Company's brands or product lines and/or launchingof new brands or product lines and/or further refining its approach toretail merchandising; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (iv)  | difficulties,delays or unanticipated costs in implementing the Company's plansregarding the continued growth momentum and accelerated growth stage ofits plan, including difficulties, delays or unanticipated costs intaking actions to capitalize on the actions taken during thestabilization and growth phase of its plan, which could affect theCompany's ability to achieve its objective of balancing top-linegrowth with an improved operatingmargin; |

|           |                                                                                                                                                                                                                                                                                                                                                                                             |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (v)  | difficulties, delays orunanticipated costs in connection with the Company's plans tofurther improve its new product development and introduction process,which could affect the Company's ability to effectively launchnew and restaged products and/or reposition, repackage and/orreformulate one or more of the Company's brands or product linesand generate revenues from suchsources; |

|            |                                                                                                                                              |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| (vi)  | difficulties, delays orunanticipated costs in implementing the Company's plans tocontinue to increase the effectiveness of its displaywalls; |

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REVHOLDINGS LLC AND SUBSIDIARIES

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | difficulties,delays or unanticipated costs in implementing the Company's plansto drive efficiencies across its overall supply chain, includingreducing manufacturing costs by streamlining components and sourcingstrategically and rationalizing its supply chain in Europe, includingunexpected difficulties, delays, unanticipated costs or disruptions inconnection with its plans to move production for its European marketsto Products Corporation's Oxford, North Carolina facility andestablishing alternative warehousing and distribution arrangements fromthird parties in theU.K.; |

|              |                                                                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| (viii)  | difficulties, delays orunanticipated costs in implementing the Company's plans tooptimize the effectiveness of its advertising, marketing andpromotions; |

|            |                                                                                                                                                                                                                                                              |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ix)  | difficulties, delays orunanticipated costs in the Company continuing to train and develop itsorganization so that it may continue to improve its capabilities toexecute the Company's strategies, while providing enhanced jobsatisfaction for itsemployees; |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (x)  | difficulties, delays orunanticipated costs in, or the Company's inability to consummate,transactions to strengthen its balance sheet and capital structure,including difficulties, delays or the inability of the Company torefinance certain of Products Corporation's debt, including itsplans to refinance Products Corporation's8 5/8% Senior Subordinated Notes by October 30,2007 prior to their maturity, and Revlon, Inc.'s plans to conductan equity issuance in the amount of $185 million by the end of March2006, including to use the proceeds from approximately $110 million ofsuch equity issuance to reduce Products Corporation's debt, aswell as the inability to issue equity or debt securities, includingRevlon, Inc. Class A Common Stock, for cash or in exchange for ProductsCorporation's indebtedness and difficulties, delays or theinability of the Company to consummate the remaining Debt ReductionTransactions; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xi)  | difficulties, delays orunanticipated circumstances or costs associated with theCompany's brand initiatives, including the Company'sinability to timely implement its brand initiatives, higher thanexpected returns in connection with the brand initiatives, weaker thanexpected retail customer acceptance and/or consumer demand for theproducts to be launched pursuant to the brand initiatives, thepossibility that the Company's product pricing strategies for thebrand initiatives will not be accepted by the Company's retailcustomers and/or consumers or that the Company may experience decreasedsales of its existing products as a result of the products launched andsold under these initiatives and the possibility that theCompany's current expectations and beliefs regarding the expectedtiming of the brand initiatives and its estimates regarding theincremental effect that the brand initiatives would have on net sales,returns, spending, cash flow, investment in permanent displays andworking capital and amortization of wall display expenses, may turn outto be incorrect, or as applicable, overestimates orunderestimates; |

|             |                                                                                                                                                |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------|
| (xii)  | the Almay initiativedoes not achieve its anticipated marketing effects and less thananticipated consumer or retail customer acceptancethereof; |

|              |                                                                                                                                                                                     |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiii)  | the brand initiativetargeted to the more mature consumer does not achieve its anticipatedmarketing effects and less than anticipated consumer or retail customeracceptance thereof; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiv)  | theCompany's inability to achieve the anticipated net salespotential from the two brand initiatives, including as a result of lessthan expected sales, higher than expected returns, consumers purchasingless of the Company's existing products, production and/ordistribution difficulties, and unexpected circumstances affecting thetiming thereof or other difficulties, delays or unexpected costsrelated thereto or unforeseen circumstances affecting the timing orlevels of accelerated amortization of certain of the Company'sexisting wall displays; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xv)  | theCompany's inability to achieve the anticipated benefits from thebrand initiatives in the fourth quarter of 2005 and/or the firstquarter of 2006, such as due to less than expected shipments during thefourth quarter of 2005 and/or the first quarter of 2006 as a result ofless than anticipated acceptance of these initiatives from theCompany's retail customers and/or consumers or otherdifficulties, delays or unexpected costs relatedthereto; |

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REVHOLDINGS LLC AND SUBSIDIARIES

|             |                                                                                                                       |
|-------------|-----------------------------------------------------------------------------------------------------------------------|
| (xvi)  | higher thananticipated costs for permanent displays or unforeseen circumstancesaffecting the timing or levelsthereof; |

|              |                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------|
| (xvii)  | higher than anticipatedworking capital or unforeseen circumstances affecting the timing orlevels thereof; |

|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xviii)  | difficulties, delaysor increased costs associated with, or Revlon, Inc.'s inabilityto consummate, in whole or in part, the equity issuance of $185 millionby March 31, 2006, to use the proceeds from approximately $110 millionof such $185 million equity issuance to reduce ProductsCorporation's debt or to provide the balance of the proceeds fromsuch $185 million equity issuance to Products Corporation, or otherdifficulties, delays or unexpected costs relatedthereto; |

|             |                                                                                                                                                  |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| (xix)  | difficulties, delays orunanticipated costs or less than expected savings and other benefitsresulting from the Company's restructuringactivities; |

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

|             |                                                                                                                                                                                                                                                                         |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxi)  | theunavailability of funds under Products Corporation's 2004 CreditAgreement, the 2004 Consolidated MacAndrews & Forbes Line ofCredit, other permitted lines of credit, advances under the NewKeepwell Agreement, or from selling additional shares of Revlon,Inc.; |

|              |                                                                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxii)  | advances under the New KeepwellAgreement being insufficient to satisfy REV Holdings' cashrequirements or GSB Investments Corp.'s inability to obtaincapital contributions or loans from its affiliates to make advancesunder the New Keepwell Agreement if it has not received sufficientdividend income from itsinvestments; |

|               |                                                                                                                                                                                                                                                                                                                           |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxiii)  | higher than expectedoperating expenses (including in connection with the brandinitiatives), sales returns, working capital expenses, wall displaycosts, capital expenditures, restructuring costs, regularly scheduledcash pension plan contributions, post-retirement benefit plancontributions or debt servicepayments; |

|              |                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------|
| (xxiv)  | interest rate or foreignexchange rate changes affecting the Company and its market-risksensitive financialinstruments; |

|             |                                                                                    |
|-------------|------------------------------------------------------------------------------------|
| (xxv)  | unanticipated effects ofthe Company's adoption of certain new accountingstandards; |

|              |                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------|
| (xxvi)  | difficulties, delays orthe inability of the Company to efficiently manage its cash and workingcapital; and |

|               |                                                                                                                                                                    |
|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxvii)  | unanticipatedcircumstances that could affect the effectiveness of theCompany's disclosure controls and procedures and/or internalcontrol over financial reporting. |

This discussion is provided aspermitted by the Private Securities Litigation Reform Act of1995.

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REV HOLDINGS LLC ANDSUBSIDIARIES

PART II – OTHER INFORMATION

ITEM6.    EXHIBITS.

|                         |  |                                                                                                                                                                                               |  |  |  |  |
|-------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| *31.1                   |  | Certificationof Ronald O. Perelman, Chief Executive Officer, dated November 14,2005, pursuant to Rule 13a-14(a)/15d-14(a) of the ExchangeAct.                                                 |
| *31.2                   |  | Certification of Todd J. Slotkin,Chief Financial Officer, dated November 14, 2005, pursuant to Rule13a-14(a)/15d-14(a) of the ExchangeAct.                                                    |
| 32.1(furnishedherewith) |  | Certification of Ronald O. Perelman, Chief ExecutiveOfficer, dated November 14, 2005, pursuant to 18 U.S.C. Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. |
| 32.2(furnishedherewith) |  | Certification of Todd J. Slotkin, Chief FinancialOfficer, dated November 14, 2005, pursuant to 18 U.S.C. Section 1350,as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.    |
|                         |

|  |
|--|
|  |  |
|  |

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

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S I G N A T U R E S

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

Dated: November 14, 2005

REV HOLDINGSLLC Registrant

By: /s/ ToddJ. Slotkin

Todd J. Slotkin ExecutiveVice President, Chief Financial Officer, Chief AccountingOfficer and Manager

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