UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549

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FORM 10-Q

(Mark One)

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| **x**  | QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES |

EXCHANGE ACT OF 1934

Forthe quarterly period ended: June 30, 2005

OR

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|--------------------|--------------------------------------------------------------------|
|     | TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |

EXCHANGE ACT OF 1934

For the transition period from                                                to                                                    

Commission file number 333-23451

REVHOLDINGS LLC(Exact name of registrant asspecified in its charter)

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|--------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                     |  | 13-3933701                         |
| (State or other jurisdiction ofincorporation or organization |  | (I.R.S.EmployerIdentification No.) |
| 35 East62nd Street, New York, New York                       |  | 10021                              |
| (Address of principal executive offices)                     |  | (ZipCode)                          |
|                                                              |

Registrant'stelephone number, including area code: **212-572-8600**

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

Indicate by check mark whetherthe registrant is an accelerated filer (as defined in Rule 12b-2 of theSecurities Exchange Act of 1934).        Yes            No X

As ofJune 30, 2005, the registrant's membership interest is held byRevlon Holdings LLC.

Total Pages −39

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PART I FINANCIALINFORMATION

1.    Financial Statements.

REV HOLDINGSLLC AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS(dollars inmillions)

|                                                                                                           |  |             |          |                 |  |        |          |         |  |  |
|-----------------------------------------------------------------------------------------------------------|--|-------------|----------|-----------------|--|--------|----------|---------|--|--|
|                                                                                                      |  | June30,2005 |          | December31,2004 |
|                                                                                                      |  | (Unaudited) |          |
| **ASSETS**                                                                                                |  |
| Currentassets:                                                                                            |  |
| Cash and cashequivalents                                                                                  |  | $           | 66.7     |            |  | $      | 120.8    |    |
| Tradereceivables, less allowances of $16.5 and $19.0 as ofJune 30, 2005and December 31, 2004,respectively |  |        | 148.4    |            |  |   | 200.6    |    |
| Inventories                                                                                               |  |        | 190.2    |            |  |   | 154.7    |    |
| Prepaidexpenses andother                                                                                  |  |        | 69.5     |            |  |   | 69.7     |    |
| Totalcurrentassets                                                                                        |  |        | 474.8    |            |  |   | 545.8    |    |
| Property,plant and equipment,net                                                                          |  |        | 115.9    |            |  |   | 118.7    |    |
| Otherassets                                                                                               |  |        | 149.2    |            |  |   | 149.9    |    |
| Goodwill,net                                                                                              |  |        | 186.1    |            |  |   | 186.1    |    |
| Totalassets                                                                                               |  | $           | 926.0    |            |  | $      | 1,000.5  |    |
| **LIABILITIESAND MEMBER'S DEFICIENCY**                                                                    |  |
| Currentliabilities:                                                                                       |  |        |     |            |  |   |     |    |
| Short-termborrowings – thirdparties                                                                 |  | $           | 37.5     |            |  | $      | 36.6     |    |
| Currentportion of long-term debt – thirdparties                                                     |  |        | —  |            |  |   | 10.5     |    |
| Accountspayable                                                                                           |  |        | 99.7     |            |  |   | 95.2     |    |
| Accruedexpenses andother                                                                                  |  |        | 268.4    |            |  |   | 284.2    |    |
| Totalcurrentliabilities                                                                                   |  |        | 405.6    |            |  |   | 426.5    |    |
| Long-termdebt – thirdparties                                                                        |  |        | 1,355.5  |            |  |   | 1,326.7  |    |
| Long-termdebt –affiliates                                                                           |  |        | 2.4      |            |  |   | 1.2      |    |
| Other long-termliabilities                                                                                |  |        | 294.2    |            |  |   | 294.6    |    |
| Member'sdeficiency:                                                                                       |  |        |     |            |  |   |     |    |
| Member'sinterest                                                                                          |  |        | —  |            |  |   | —  |    |
| Additionalpaid-incapital                                                                                  |  |        | 955.4    |            |  |   | 955.6    |    |
| Accumulateddeficit since June 24,1992                                                                     |  |        | (1,951.2 | )          |  |   | (1,867.3 | )  |
| Deferredcompensation                                                                                      |  |        | (9.2     | )          |  |   | (12.5    | )  |
| Accumulatedother comprehensiveloss                                                                        |  |        | (126.7   | )          |  |   | (124.3   | )  |
| Totalmember'sdeficiency                                                                                   |  |        | (1,131.7 | )          |  |   | (1,048.5 | )  |
| Totalliabilities and member'sdeficiency                                                                   |  | $           | 926.0    |            |  | $      | 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 EndedJune 30, |         | Six Months EndedJune30, |
|                                       |  | 2005                      |         | 2004                    |  | 2005   |         | 2004    |
| Netsales                                   |  | $                         | 318.3   |                    |  | $      | 316.1   |    |  | $      | 619.2   |    |  | $      | 624.5  |    |
| Costofsales                                |  |                      | 118.9   |                    |  |   | 118.4   |    |  |   | 233.1   |    |  |   | 235.5  |    |
| Grossprofit                                |  |                      | 199.4   |                    |  |   | 197.7   |    |  |   | 386.1   |    |  |   | 389.0  |    |
| Selling,general and administrativeexpenses |  |                      | 200.0   |                    |  |   | 199.4   |    |  |   | 387.1   |    |  |   | 371.3  |    |
| Restructuring(benefit) costs and other,net |  |                      | (0.2    | )                  |  |   | 0.1     |    |  |   | 1.5     |    |  |   | (0.6   | )  |
| Operating(loss)income                      |  |                      | (0.4    | )                  |  |   | (1.8    | )  |  |   | (2.5    | )  |  |   | 18.3   |    |
| Otherexpenses(income):                     |  |                      |    |                    |  |   |    |    |  |   |    |    |  |   |   |    |
| Interestexpense                            |  |                      | 32.4    |                    |  |   | 29.5    |    |  |   | 62.7    |    |  |   | 75.4   |    |
| Interestincome                             |  |                      | (1.8    | )                  |  |   | (1.1    | )  |  |   | (3.4    | )  |  |   | (2.1   | )  |
| Amortizationof debt issuancecosts          |  |                      | 1.7     |                    |  |   | 3.3     |    |  |   | 3.3     |    |  |   | 5.9    |    |
| Foreigncurrency (gains) losses,net         |  |                      | (1.2    | )                  |  |   | 3.0     |    |  |   | 1.3     |    |  |   | 1.6    |    |
| Losson early extinguishment ofdebt         |  |                      | 1.5     |                    |  |   | — |    |  |   | 9.0     |    |  |   | 32.6   |    |
| Gainon issuance of subsidiarystock         |  |                      | — |                    |  |   | — |    |  |   | — |    |  |   | (363.6 | )  |
| Miscellaneous,net                          |  |                      | 0.2     |                    |  |   | 2.4     |    |  |   | 1.6     |    |  |   | 2.5    |    |
| Otherexpenses (income),net                 |  |                      | 32.8    |                    |  |   | 37.1    |    |  |   | 74.5    |    |  |   | (247.7 | )  |
| (Loss)income before incometaxes            |  |                      | (33.2   | )                  |  |   | (38.9   | )  |  |   | (77.0   | )  |  |   | 266.0  |    |
| Provisionfor incometaxes                   |  |                      | 3.3     |                    |  |   | 1.3     |    |  |   | 6.9     |    |  |   | 2.1    |    |
| Net(loss)income                            |  | $                         | (36.5   | )                  |  | $      | (40.2   | )  |  | $      | (83.9   | )  |  | $      | 263.9  |    |
|                                       |  |                      |    |                    |  |   |    |    |  |   |    |    |  |   |   |    |
|                                            |

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 in millions)

|                                                          |  |                           |        |                    |  |                      |          |                                   |  |                         |        |         |  |        |        |         |  |        |          |         |  |  |
|----------------------------------------------------------|--|---------------------------|--------|--------------------|--|----------------------|----------|-----------------------------------|--|-------------------------|--------|---------|--|--------|--------|---------|--|--------|----------|---------|--|--|
|                                                     |  | AdditionalPaid-In-Capital |        | AccumulatedDeficit |  | DeferredCompensation |          | AccumulatedOtherComprehensiveLoss |  | TotalMember'sDeficiency |
| Balance, January 1,2005                                  |  | $                         | 955.6  |               |  | $                    | (1,867.3 | )                            |  | $                       | (12.5  | )  |  | $      | (124.3 | )  |  | $      | (1,048.5 | )  |
| Stock-basedcompensation                                  |  |                      | (0.2   | )             |  |                 |     |                              |  |                    | 0.2    |    |  |   |   |    |  |   | —  |    |
| Amortizationof deferredcompensation                      |  |                      |   |               |  |                 |     |                              |  |                    | 3.1    |    |  |   |   |    |  |   | 3.1      |    |
| Comprehensiveloss:                                       |  |                      |   |               |  |                 |     |                              |  |                    |   |    |  |   |   |    |  |   |     |    |
| Netloss                                                  |  |                      |   |               |  |                 | (83.9    | )                            |  |                    |   |    |  |   |   |    |  |   | (83.9    | )  |
| Revaluationof foreign currency forward exchangecontracts |  |                      |   |               |  |                 |     |                              |  |                    |   |    |  |   | 2.6    |    |  |   | 2.6      |    |
| Currencytranslationadjustment                            |  |                      |   |               |  |                 |     |                              |  |                    |   |    |  |   | (5.0   | )  |  |   | (5.0     | )  |
| Totalcomprehensiveloss                                   |  |                      |   |               |  |                 |     |                              |  |                    |   |    |  |   |   |    |  |   | (86.3    | )  |
| Balance,June 30,2005                                     |  | $                         | 955.4  |               |  | $                    | (1,951.2 | )                            |  | $                       | (9.2   | )  |  | $      | (126.7 | )  |  | $      | (1,131.7 | )  |
|                                                     |  |                      |   |               |  |                 |     |                              |  |                    |   |    |  |   |   |    |  |   |     |    |
|                                                          |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

4

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

|                                                                                                  |  |                        |         |         |  |        |         |         |  |  |
|--------------------------------------------------------------------------------------------------|--|------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                             |  | SixMonths EndedJune30, |
|                                                                                             |  | 2005                   |         | 2004    |
| **CASHFLOWS FROM OPERATING ACTIVITIES:**                                                         |  |
| Net (loss)income                                                                                 |  | $                      | (83.9   | )  |  | $      | 263.9   |    |
| Adjustmentsto reconcile net loss to net cash used for operatingactivities:                       |  |
| Depreciation andamortization                                                                     |  |                   | 48.6    |    |  |   | 52.9    |    |
| Amortizationof debtdiscount                                                                      |  |                   | — |    |  |   | 1.6     |    |
| Stockcompensationamortization                                                                    |  |                   | 3.1     |    |  |   | 2.1     |    |
| Loss onearly extinguishment ofdebt                                                               |  |                   | 9.0     |    |  |   | 19.3    |    |
| Gain onissuance of subsidiarystock                                                               |  |                   | — |    |  |   | (363.6  | )  |
| Changein assets andliabilities:                                                                  |  |                   |    |    |  |   |    |    |
| Decrease intradereceivables                                                                      |  |                   | 47.5    |    |  |   | 11.0    |    |
| Increaseininventories                                                                            |  |                   | (39.7   | )  |  |   | (17.8   | )  |
| Increasein prepaid expenses and other currentassets                                              |  |                   | (0.3    | )  |  |   | (10.5   | )  |
| Increasein accountspayable                                                                       |  |                   | 6.9     |    |  |   | 8.0     |    |
| Decrease inaccrued expenses and other currentliabilities                                         |  |                   | (11.9   | )  |  |   | (32.4   | )  |
| Purchaseof permanentdisplays                                                                     |  |                   | (28.5   | )  |  |   | (33.0   | )  |
| Other,net                                                                                        |  |                   | 1.2     |    |  |   | (6.1    | )  |
| Netcash used for operatingactivities                                                             |  |                   | (48.0   | )  |  |   | (104.6  | )  |
| **CASHFLOWS FROM INVESTING ACTIVITIES:**                                                         |  |
| Capitalexpenditures                                                                              |  |                   | (9.6    | )  |  |   | (8.1    | )  |
| Investmentin debt defeasancetrust                                                                |  |                   | (197.9  | )  |  |   | — |    |
| Liquidation ofinvestment in debt defeasancetrust                                                 |  |                   | 197.9   |    |  |   | — |    |
| Netcash used for investingactivities                                                             |  |                   | (9.6    | )  |  |   | (8.1    | )  |
| **CASHFLOWS FROM FINANCING ACTIVITIES:**                                                         |  |
| Net increase inshort-term borrowings – thirdparties                                        |  |                   | 2.2     |    |  |   | 6.3     |    |
| Proceeds from theissuance of long-term debt – thirdparties                                 |  |                   | 310.0   |    |  |   | 325.0   |    |
| Repayment oflong-term debt – third parties, including prepayment fee andpremiums           |  |                   | (297.9  | )  |  |   | (306.8  | )  |
| Proceedsfrom the issuance of long-term debt –affiliates                                    |  |                   | — |    |  |   | 42.7    |    |
| Repayment oflong-term debt –affiliates                                                     |  |                   | — |    |  |   | (15.5   | )  |
| Capitalcontribution fromaffiliate                                                                |  |                   | — |    |  |   | 54.1    |    |
| Advancesunder the KeepwellAgreement                                                              |  |                   | 1.2     |    |  |   | 4.5     |    |
| Payment offinancingcosts                                                                         |  |                   | (8.9    | )  |  |   | (3.5    | )  |
| Netcash provided by financingactivities                                                          |  |                   | 6.6     |    |  |   | 106.8   |    |
| Effectof exchange rate changes on cash and cashequivalents                                       |  |                   | (3.1    | )  |  |   | 1.1     |    |
| Netdecrease in cash and cashequivalents                                                          |  |                   | (54.1   | )  |  |   | (4.8    | )  |
| Cashand cash equivalents at beginning ofperiod                                                   |  |                   | 120.8   |    |  |   | 56.5    |    |
| Cashand cash equivalents at end ofperiod                                                         |  | $                      | 66.7    |    |  | $      | 51.7    |    |
| Supplementalschedule of cash flowinformation:                                                    |  |
| Cash paid duringthe periodfor:                                                                   |  |                   |    |    |  |   |    |    |
| Interest                                                                                         |  | $                      | 61.5    |    |  | $      | 81.3    |    |
| Incometaxes, net ofrefunds                                                                       |  |                   | 8.1     |    |  |   | 8.5     |    |
| Supplementalschedule of noncash investing and financingactivities:                               |  |
| Conversion of long-term debtand accrued interest to Class A CommonStock                          |  | $                      | — |    |  | $      | 813.8   |    |
| Noncashcapital contributions from parent of REV Holdings Notes andissuance of stock toaffiliates |  |                   | — |    |  |   | 7.9     |    |
| Issuanceof New REV Holdings Notes in exchange for REV HoldingsNotes                              |  |                   | — |    |  |   | 18.5    |    |
| Noncashcapital contribution from parent of REV Holdings related to theKeepwellAgreement          |  |                   | — |    |  |   | 28.4    |    |
|                                                                                                  |

SeeAccompanying Notes to Unaudited Consolidated FinancialStatements

5

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS (all tabular amounts inmillions)

(1) Basis of Presentation

REV Holdings LLC ("REV Holdings" 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 themeaning ascribed to them in REV Holdings' Annual Report on Form10-K for the year ended December 31, 2004. 

As of June 30, 2005,REV Holdings owned 20,819,333 shares of Class A Common Stock of Revlon,Inc. ("Common Stock" or "Class ACommon Stock") and 31,250,000 shares of Class B CommonStock of Revlon, Inc. (representing approximately 14% of theCommon Stock and approximately 51% of the combined voting powerof the Common Stock). The REV Holdings membership interest is owned byits sole member, Revlon Holdings LLC ("RevlonHoldings"), whose membership interest, in turn, is ownedindirectly by MacAndrews & Forbes Holdings Inc.("MacAndrews & Forbes Holdings" and,together with its affiliates, "MacAndrews &Forbes"), a corporation wholly owned by Ronald O.Perelman. As of June 30, 2005, MacAndrews & Forbes Holdingsbeneficially owned approximately 60% of the Common Stock(representing approximately 77% of the combined voting power ofthe Common Stock).

The results of operations and financialposition, including working capital, for interim periods are notnecessarily indicative of those to be expected for a full year.

Certain amounts in the prior period financial statements have beenreclassified to conform to the current period's presentation.

Stock-Based Compensation

Statement of FinancialAccounting Standards ("SFAS") No. 123,"Accounting for Stock-Based Compensation,"encourages, but does not require, companies to record compensation costfor stock-based employee compensation plans at fair value. The Companyhas chosen to account for stock-based compensation plans using theintrinsic value method prescribed 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. Class A Common Stock at the date ofthe grant over the amount an employee must pay to acquire suchstock.

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS (all tabular amounts inmillions)

The following table illustrates the effecton net (loss) income as if the Company had applied the fair valuemethod to 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 June 30, |       | Six Months EndedJune30, |
|                                                                                                         |  | 2005                       |       | 2004                    |  | 2005   |       | 2004    |
| Net(loss) income asreported                                                                                  |  | $                          | (36.5 | )                  |  | $      | (40.2 | )  |  | $      | (83.9 | )  |  | $      | 263.9 |    |
| Add:Stock-based employee compensation expense included in reported netloss                                   |  |                       | 1.4   |                    |  |   | 1.5   |    |  |   | 3.1   |    |  |   | 2.1   |    |
| Deduct:Total stock-based employee compensation expense determined under fairvalue based method for allawards |  |                       | (5.2  | )                  |  |   | (9.1  | )  |  |   | (10.9 | )  |  |   | (10.5 | )  |
| Proforma net (loss)income                                                                                    |  | $                          | (40.3 | )                  |  | $      | (47.8 | )  |  | $      | (91.7 | )  |  | $      | 255.5 |    |
|                                                                                                              |

Thefair value of each option grant is estimated on the date of the grantusing the Black-Scholes option-pricing model. The Company granted155,500 and 5,160,472 stock options during the three months and sixmonths ended June 30, 2005, respectively, and used the followingweighted average assumptions to calculate the fair value of theseoptions: no dividend yield; expected volatility of approximately61.0%; weighted average risk-free interest rate of 3.95%;and an expected life of 4.75 years.

The effects of applying SFASNo. 123 in this pro forma disclosure are not necessarily indicative offuture amounts.

Recent AccountingPronouncements

In March 2005, the FASB issued FinancialInterpretation Number ("FIN") 47,"Accounting for Conditional Asset RetirementObligations", an interpretation of SFAS 143 (AssetRetirement Obligations). FIN 47 addresses diverse accounting practicesthat have developed with regard to the timing of liability recognitionfor legal obligations associated with the retirement of a tangiblelong-lived asset in which the timing and/or method of settlement areconditional on a future event that may or may not be within the controlof the entity. FIN 47 also clarifies when an entity should havesufficient information to reasonably estimate the fair value of anasset retirement obligation. The provision is effective no later thanthe end of fiscal years ending after December 15, 2005. The Company iscurrently evaluating the impact of FIN 47 and does not expect that theadoption of FIN 47 will have a material impact on its consolidatedresults of operations and financial condition.

In December 2004,the FASB issued SFAS No. 123 (revised 2004), Share-BasedPayment," an amendment to FASB Statements Nos. 123 and 95(SFAS No. 123(R)"), which replaces SFAS No. 123, andsupercedes APB Opinion No. 25, Accounting for Stock Issued toEmployees." SFAS No. 123(R) requires all share-basedpayments to employees, including grants of employee stock options, tobe recognized in the financial statements based on their fair values.In April 2005, the 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 

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS (all tabular amounts inmillions)

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 No. 123(R),while the retroactive method would record compensation expense for allunvested stock options and restricted stock beginning with the firstperiod restated. The Company is currently evaluating the impact of SFASNo. 123(R) and has not yet determined the method of adoption or theeffect of adopting SFAS No. 123(R), and it has not determined whetherits adoption will result in amounts in future periods that are similarto the Company's current pro forma disclosures under SFAS No.123. The Company expects that the adoption of SFAS No. 123(R) will havea material impact on the Company's consolidated results ofoperations.

In November 2004, the FASB issued SFAS No. 151,Inventory Costs — An Amendment of ARB No. 43, Chapter4" (SFAS No. 151"). SFAS No. 151 amends theguidance in ARB No. 43, Chapter 4, Inventory Pricing," toclarify the accounting for abnormal amounts of idle facility expense,freight, handling costs, and wasted material (spoilage). Among otherprovisions, the new rule requires that items such as idle facilityexpense, excessive spoilage, double freight and handling cost berecognized as current-period charges regardless of whether they meetthe criterion of so abnormal" as stated in ARB No. 43.Additionally, SFAS No. 151 requires that the allocation of fixedproduction overheads to the costs of conversion be based on the normalcapacity of the production facilities. SFAS No. 151 is effective forfiscal years beginning after June 15, 2005 and is required to beadopted by the Company beginning on January 1, 2006. The Company iscurrently evaluating the impact of SFAS No. 151, but does not expectthat it will have a material impact on its consolidated results ofoperations and financial condition.

(2)Post-retirement Benefits

The components of net periodic benefitcost for the pension and the other post-retirement benefit plans forthe three months ended June 30, 2005 and 2004 are asfollows:

|                                        |  |              |      |                                    |  |        |      |         |  |        |         |        |  |        |         |        |  |  |
|----------------------------------------|--|--------------|------|------------------------------------|--|--------|------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                   |  | PensionPlans |      | Other Post-retirement BenefitPlans |
|                                   |  | 2005         |      | 2004                               |  | 2005   |      | 2004    |
| Servicecost                            |  | $            | 2.6  |                               |  | $      | 2.5  |    |  | $      | — |   |  | $      | — |   |
| Interestcost                           |  |         | 7.8  |                               |  |   | 7.6  |    |  |   | 0.2     |   |  |   | 0.2     |   |
| Expectedreturn on planassets           |  |         | (7.1 | )                             |  |   | (6.4 | )  |  |   | — |   |  |   | — |   |
| Amortizationof prior servicecost       |  |         | (0.1 | )                             |  |   | (0.1 | )  |  |   | — |   |  |   | — |   |
| Amortizationof actuarialloss           |  |         | 2.0  |                               |  |   | 2.1  |    |  |   | — |   |  |   | — |   |
|                                   |  |         | 5.2  |                               |  |   | 5.7  |    |  |   | 0.2     |   |  |   | 0.2     |   |
| Portionallocated to Revlon HoldingsLLC |  |         | (0.1 | )                             |  |   | (0.1 | )  |  |   | — |   |  |   | — |   |
|                                   |  | $            | 5.1  |                               |  | $      | 5.6  |    |  | $      | 0.2     |   |  | $      | 0.2     |   |
|                                        |

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS (all tabular amounts inmillions)

The components of net periodic benefit costfor the pension and the other post-retirement benefit plans for the sixmonths ended June 30, 2005 and 2004 are asfollows:

|                                        |  |              |       |                                    |  |        |       |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------|--|--------------|-------|------------------------------------|--|--------|-------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                   |  | PensionPlans |       | Other Post-retirement BenefitPlans |
|                                   |  | 2005         |       | 2004                               |  | 2005   |       | 2004    |
| Servicecost                            |  | $            | 5.2   |                               |  | $      | 5.0   |    |  | $      | (0.2    | )  |  | $      | (1.9    | )  |
| Interestcost                           |  |         | 15.6  |                               |  |   | 15.2  |    |  |   | 0.3     |    |  |   | (1.2    | )  |
| Expectedreturn on planassets           |  |         | (14.2 | )                             |  |   | (12.8 | )  |  |   | — |    |  |   | — |    |
| Amortizationof prior servicecost       |  |         | (0.2  | )                             |  |   | (0.2  | )  |  |   | — |    |  |   | — |    |
| Amortizationof actuarialloss           |  |         | 4.0   |                               |  |   | 4.2   |    |  |   | — |    |  |   | — |    |
|                                   |  |         | 10.4  |                               |  |   | 11.4  |    |  |   | 0.1     |    |  |   | (3.1    | )  |
| Portionallocated to Revlon HoldingsLLC |  |         | (0.1  | )                             |  |   | (0.1  | )  |  |   | — |    |  |   | — |    |
|                                   |  | $            | 10.3  |                               |  | $      | 11.3  |    |  | $      | 0.1     |    |  | $      | (3.1    | )  |
|                                        |

TheCompany recognized $3.3 million of income in the six months ended June30, 2004 related to a reduction in the liability for an Internationalpost-retirement benefit arrangement.

(3)Inventories

|                          |  |             |       |                 |  |        |       |        |  |  |
|--------------------------|--|-------------|-------|-----------------|--|--------|-------|--------|--|--|
|                     |  | June30,2005 |       | December31,2004 |
| Raw materialsandsupplies |  | $           | 60.3  |            |  | $      | 48.1  |   |
| Work-in-process          |  |        | 14.8  |            |  |   | 12.2  |   |
| Finishedgoods            |  |        | 115.1 |            |  |   | 94.4  |   |
|                     |  | $           | 190.2 |            |  | $      | 154.7 |   |
|                          |

(4)Comprehensive Loss

The components of comprehensive (loss) incomefor the three months and six months ended June 30, 2005 and 2004 are asfollows:

|                                                          |  |                           |        |                         |  |        |        |         |  |        |        |         |  |        |        |         |  |  |
|----------------------------------------------------------|--|---------------------------|--------|-------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                                                     |  | ThreeMonths EndedJune 30, |        | Six Months EndedJune30, |
|                                                     |  | 2005                      |        | 2004                    |  | 2005   |        | 2004    |
| Net(loss)income                                          |  | $                         | (36.5  | )                  |  | $      | (40.2  | )  |  | $      | (83.9  | )  |  | $      | 263.9  |    |
| Othercomprehensive (loss)income:                         |  |                      |   |                    |  |   |   |    |  |   |   |    |  |   |   |    |
| Revaluationof foreign currency forward exchangecontracts |  |                      | 1.5    |                    |  |   | 1.2    |    |  |   | 2.6    |    |  |   | 1.9    |    |
| Currencytranslationadjustment                            |  |                      | (3.5   | )                  |  |   | (0.9   | )  |  |   | (5.0   | )  |  |   | (2.5   | )  |
| Othercomprehensive (loss)income                          |  |                      | (2.0   | )                  |  |   | 0.3    |    |  |   | (2.4   | )  |  |   | (0.6   | )  |
| Comprehensive(loss)income                                |  |                      | (38.5  | )                  |  |   | (39.9  | )  |  |   | (86.3  | )  |  |   | 263.3  |    |
|                                                          |

(5)Restructuring (Benefit) Costs and Other, Net

During the threemonths ended June 30, 2005, the Company reduced its estimate of thecosts to be incurred related to a previous restructuring program by$0.2 million. During the six months ended June 30, 2005, the Companyrecorded $1.5 million in restructuring for employee severance and otherpersonnel benefits. During the three months and six months ended June30, 2004, the Company revised its estimate 

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS (all tabular amounts inmillions)

of the cost to be incurred related to aprevious restructuring program. Additionally, during the three monthsended June 30, 2004, the Company recorded $0.3 million for employeeseverance and other personnel benefits.

Details of theactivities described above during the six-month period ended June 30,2005 are asfollows:

|                                                |  |                              |        |              |  |               |         |                           |  |        |        |         |  |        |        |         |  |        |        |        |  |  |
|------------------------------------------------|--|------------------------------|--------|--------------|--|---------------|---------|---------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|--------|--------|--|--|
|                                           |  | Balanceas of January 1, 2005 |        | Expenses,Net |  | Utilized, Net |         | Balance as ofJune 30,2005 |
|                                           |  | Cash                         |        | Noncash      |  |
| Employeeseverance and other personnelbenefits: |  |                         |   |         |  |          |    |                      |  |   |   |    |  |   |   |    |  |   |   |   |
| 2003programs                                   |  | $                            | 3.1    |         |  | $             | — |                      |  | $      | (1.2   | )  |  | $      | (0.2   | )  |  | $      | 1.7    |   |
| 2004programs                                   |  |                         | 5.1    |         |  |          | 1.5     |                      |  |   | (2.3   | )  |  |   | (0.3   | )  |  |   | 4.0    |   |
|                                           |  |                         | 8.2    |         |  |          | 1.5     |                      |  |   | (3.5   | )  |  |   | (0.5   | )  |  |   | 5.7    |   |
| Leasesand equipmentwrite-offs                  |  |                         | 2.9    |         |  |          | — |                      |  |   | (0.3   | )  |  |   | (0.1   | )  |  |   | 2.5    |   |
|                                           |  | $                            | 11.1   |         |  | $             | 1.5     |                      |  | $      | (3.8   | )  |  | $      | (0.6   | )  |  | $      | 8.2    |   |
|                                                |

(6)Geographic Information

The Company manages its business on thebasis of one 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 shoppingchannels.

|                        |  |                           |        |                         |  |        |        |        |  |        |        |        |  |        |        |        |  |  |
|------------------------|--|---------------------------|--------|-------------------------|--|--------|--------|--------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                   |  | ThreeMonths EndedJune 30, |        | Six Months EndedJune30, |
|                   |  | 2005                      |        | 2004                    |  | 2005   |        | 2004   |
| **Geographicarea:**    |  |                      |   |                    |  |   |   |   |  |   |   |   |  |   |   |   |
| Netsales:              |  |                      |   |                    |  |   |   |   |  |   |   |   |  |   |   |   |
| UnitedStates           |  | $                         | 181.2  |                    |  | $      | 192.1  |   |  | $      | 360.5  |   |  | $      | 382.7  |   |
| Canada                 |  |                      | 17.1   |                    |  |   | 14.7   |   |  |   | 32.0   |   |  |   | 30.0   |   |
| UnitedStates andCanada |  |                      | 198.3  |                    |  |   | 206.8  |   |  |   | 392.5  |   |  |   | 412.7  |   |
| International          |  |                      | 120.0  |                    |  |   | 109.3  |   |  |   | 226.7  |   |  |   | 211.8  |   |
|                   |  | $                         | 318.3  |                    |  | $      | 316.1  |   |  | $      | 619.2  |   |  | $      | 624.5  |   |
|                        |

|                        |  |             |       |                 |  |        |       |        |  |  |
|------------------------|--|-------------|-------|-----------------|--|--------|-------|--------|--|--|
|                   |  | June30,2005 |       | December31,2004 |
| Long-livedassets:      |  |
| UnitedStates           |  | $           | 363.8 |            |  | $      | 371.3 |   |
| Canada                 |  |        | 4.6   |            |  |   | 4.2   |   |
| UnitedStates andCanada |  |        | 368.4 |            |  |   | 375.5 |   |
| International          |  |        | 82.8  |            |  |   | 79.2  |   |
|                   |  | $           | 451.2 |            |  | $      | 454.7 |   |
|                        |

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS (all tabular amounts inmillions)

|                                    |  |                           |       |                         |  |        |       |        |  |        |       |        |  |        |       |        |  |  |
|------------------------------------|--|---------------------------|-------|-------------------------|--|--------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
|                               |  | ThreeMonths EndedJune 30, |       | Six Months EndedJune30, |
|                               |  | 2005                      |       | 2004                    |  | 2005   |       | 2004   |
| **Classesof similar products:**    |  |
| Netsales:                          |  |
| Cosmetics, skin care andfragrances |  | $                         | 208.6 |                    |  | $      | 212.3 |   |  | $      | 409.8 |   |  | $      | 421.7 |   |
| Personalcare                       |  |                      | 109.7 |                    |  |   | 103.8 |   |  |   | 209.4 |   |  |   | 202.8 |   |
|                               |  | $                         | 318.3 |                    |  | $      | 316.1 |   |  | $      | 619.2 |   |  | $      | 624.5 |   |
|                                    |

(7)Derivative Financial Instruments

The Company uses derivativefinancial instruments, primarily foreign currency forward exchangecontracts, to reduce the effects of fluctuations in foreign currencyexchange rates. These contracts, which have been designated as cashflow hedges, were entered into primarily to hedge anticipated inventorypurchases and certain intercompany payments denominated in foreigncurrencies, which have maturities of less than one year. Anyunrecognized income (loss) related to these contracts is recorded inthe Statement of Operations primarily in cost of goods sold when theunderlying transactions hedged are realized (e.g., when inventory issold or intercompany transactions are settled). The Company enters intothese contracts with counterparties that are major financialinstitutions, and accordingly the Company believes that the risk ofcounterparty nonperformance is remote. The notional amount of theforeign currency forward exchange contracts outstanding at June 30,2005 and December 31, 2004 was $29.3 million and $31.5 million,respectively. The fair value of the foreign currency forward exchangecontracts outstanding at June 30, 2005 and December 31, 2004 was $0.3million and $(2.3) million, respectively.

(8) Long-termDebt

|                                                        |  |             |         |                 |  |        |         |         |  |  |
|--------------------------------------------------------|--|-------------|---------|-----------------|--|--------|---------|---------|--|--|
|                                                   |  | June30,2005 |         | December31,2004 |
| 2004 CreditAgreement:                                  |  |
| Term Loan Facility due2010                             |  | $           | 700.0   |            |  | $      | 800.0   |    |
| Multi-CurrencyFacility due2010                         |  |        | — |            |  |   | — |    |
| 8 1/8%Senior Notes due2006                             |  |        | — |            |  |   | 116.2   |    |
| 9% SeniorNotes due2006                                 |  |        | — |            |  |   | 75.5    |    |
| 8 5/8%Senior Subordinated Notes due2008                |  |        | 327.0   |            |  |   | 327.0   |    |
| 91⁄2%Senior Notes due2011                         |  |        | 310.0   |            |  |   | — |    |
| 13% SeniorSecured Notes due2007                        |  |        | 18.5    |            |  |   | 18.5    |    |
| 2004 ConsolidatedMacAndrews & Forbes Line ofCredit |  |        | — |            |  |   | — |    |
| Advancesunder the Keepwell and New KeepwellAgreements  |  |        | 2.4     |            |  |   | 1.2     |    |
|                                                   |  |        | 1,357.9 |            |  |   | 1,338.4 |    |
| Lesscurrentportion                                     |  |        | — |            |  |   | (10.5   | )  |
|                                                   |  | $           | 1,357.9 |            |  | $      | 1,327.9 |    |
|                                                        |

OnMarch 16, 2005, Products Corporation completed an offering of $310million aggregate principal amount of 91⁄2%Senior Notes due 2011 (the "Original91⁄2% Senior Notes"). Interest onthe Original 91⁄2% Senior Notes is payablesemi-annually on April 1 and October 1 of each year, beginning October1, 2005. For additional descriptions of the Original91⁄2% Senior Notes, see "Note 19Subsequent Events" of the Consolidated FinancialStatements and related notes in REV Holdings' Annual Report onForm 10-K for the year ended December 31, 2004.

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REVHOLDINGS LLC AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS (all tabular amounts inmillions)

The proceeds from the Original91⁄2% Senior Notes were used to prepay $100million of indebtedness outstanding under the Term Loan Facility ofProducts Corporation's 2004 Credit Agreement (as each such termis hereinafter defined), 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 $197.9million in proceeds was placed in a debt defeasance trust and, on April15, 2005, used to redeem $116.2 million aggregate principal amountoutstanding of Products Corporation's8 1/8% Senior Notes due 2006 (the"8 1/8% Senior Notes"),plus accrued interest, and $75.5 million aggregate principal amountoutstanding of Products Corporation's 9% Senior Notes due2006 (the "9% Senior Notes"), plusaccrued interest and the applicable premium. In connection with theredemption, the Company recognized a loss on extinguishment of debt of$1.5 million. Amounts prepaid under the Term Loan Facility permanentlyreduce the commitment and are not available for future borrowings.

On June 21, 2005, all of the Original 91⁄2%Senior Notes were exchanged for new 91⁄2%Senior Notes due 2011 (the "91⁄2%Senior Notes"), which have substantially identical termsto the Original 91⁄2% Senior Notes, except thatthe 91⁄2% Senior Notes are registered with theCommission under the Securities Act of 1933, as amended (the"Securities Act"), and the transferrestrictions and registration rights applicable to the Original91⁄2% Senior Notes do not apply to the91⁄2% Senior Notes.

(9) SubsequentEvent

On August 4, 2005, Revlon, Inc. announced that it plansto issue $185 million of equity by March 31, 2006, reflecting anincrease to its previously-disclosed commitment to issue approximately$110 million of equity, and will contribute the proceeds fromapproximately $110 million of such $185 million equity issuance toProducts Corporation to repay debt and the balance of the proceeds fromsuch $185 million equity issuance would be available to ProductsCorporation for general corporate purposes. Additionally, MacAndrews& Forbes has agreed to amend the Investment Agreement that itentered into in February 2004 with Revlon, Inc. to increase MacAndrews& Forbes' commitment to back-stop Revlon, Inc.'splanned $185 million equity issuance by purchasing such additionalequity as necessary to ensure that Revlon, Inc. issues $185 million insuch equity issuance. MacAndrews & Forbes also agreed to amendProducts Corporation's line of credit that it entered into inJuly 2004 with MacAndrews & Forbes (the "2004Consolidated MacAndrews & Forbes Line of Credit"),with current availability of $87 million, to extend the term throughthe earlier of the consummation of Revlon, Inc.'s planned $185million equity issuance or March 31, 2006 (provided that in no casewould such line of credit terminate prior to its previous expirationdate of December 1, 2005) and to provide that such line of credit isavailable to Products Corporation to help fund investments in its newbusiness initiatives. Revlon, Inc. also announced that it intends toconduct a debt financing in the third quarter of 2005 to raiseapproximately $75 million and use the proceeds to help fund investmentsin its previously-announced new business initiatives and for generalcorporate purposes.

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations

Overview

TheCompany is providing this overview in accordance with the SEC'sDecember 2003 interpretive guidance regarding Management'sDiscussion and Analysis of Financial Condition and Results ofOperations.

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

The Company has accelerated theimplementation of its three-part plan to rationalize costs and to growthe business. In 2002, the Company began the implementation of thestabilization and growth phase of its plan.

The Company intendsto capitalize on the actions taken during the stabilization and growthphase of its plan, with the objective of increasing revenues andachieving profitability over the long term. The Company'scontinued growth momentum and accelerated growth stage of its planincludes various actions that represent refinements of and additions tothe actions taken during the stabilization and growth phase of itsplan, with the objective of balancing top-line growth with improvedoperating margins. These ongoing initiatives include, among otherthings, actions to: (i) further improve the new product development andintroduction process; (ii) continue to increase the effectiveness ofthe Company'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 will include movingcertain production for the European markets to ProductsCorporation's Oxford, North Carolina facility and establishingalternative warehousing and distribution arrangements in the U.K.; (iv)optimize the effectiveness of the Company's advertising,marketing and promotions; (v) continue the training and development ofthe Company'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 May 2005, the Company awarded Arnell Group, awholly-owned subsidiary of Omnicom Group, all creative and mediaplanning aspects for the Almay brand.

The continued growthmomentum and accelerated growth stage will also include strengtheningthe Company's balance sheet and capital structure, much of whichwas accomplished in the first half of 2005 and in 2004. On March 16,2005, Products Corporation completed the sale of $310 million aggregateprincipal amount of its Original 91⁄2% Senior Notes andused the proceeds to prepay and permanently reduce $100 million ofindebtedness under the Term Loan Facility of ProductsCorporation's 2004 Credit Agreement, to redeem its8% Senior Notes and 9% SeniorNotes and to pay the applicable redemption premiums, fees and expensesrelated to these transactions. The offering and the relatedtransactions extended the maturities of Products Corporation'sdebt that would have otherwise been due in 2006. On June 21, 2005, allof the Original 91⁄2% Senior Notes which were issued byProducts Corporation in March 2005 were exchanged for the91⁄2% Senior Notes, which have substantially identicalterms to the Original 91⁄2% Senior Notes, except that the91⁄2% Senior Notes are registered with the Securities andExchange Commission (the "SEC" or the"Commission") under the Securities Act of1933, as amended (the 

13

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

"Securities Act"),and the transfer restrictions and registration rights applicable to theOriginal 91⁄2% Senior Notes do not apply to the91⁄2% Senior Notes. See further discussion in"2005 Refinancing Transactions" within thissection and in Note 8 "Long-Term Debt" to theUnaudited Consolidated Financial Statements. See further discussion in"Recent Developments" within this sectionregarding certain proposed financing activities.

Continuing toimplement and refine the Company's plan could include takingadvantage of additional opportunities to reposition, repackage orreformulate one or more of the Company's brands or product lines,launching new brands or product lines or further refining theCompany's approach to retail merchandising. Any of these actions,whose intended purpose would be to create value through profitablegrowth, could result in the Company making investments or recognizingcharges related to executing against such opportunities. See"Recent Developments" regarding certain ofthe Company's proposed new business initiatives.

TheCompany believes that it has strengthened its organizational capabilityand it intends to continue doing so. The Company also believes that ithas strengthened its relationships with its key retailers in theU.S.

Net sales in the second quarter of 2005 increased $2.2million, or 0.7%, to $318.3 million, as compared to $316.1million in the second quarter of 2004, driven by higher shipments inInternational, favorable foreign currency translation, lowerconsolidated returns, allowances and discounts, partially offset bylower shipments in the U.S. and lower licensing revenues due primarilyto a $5.3 million prepayment of certain minimum royalties by a licenseethat benefited the second quarter of 2004. Net sales for the first halfof 2005 decreased $5.3 million, or 0.8%, to $619.2 million, ascompared to $624.5 million for the first half of 2004, due primarily tolower shipments in the U.S. and to lower licensing revenues dueprimarily to the $10.0 million prepayment of certain renewal fees andminimum royalties in the first half of 2004, partially offset by highershipments in International, favorable foreign currency translation andlower returns, allowances and discounts.

In the United Statesand Canada, net sales decreased to $198.3 million in the second quarterof 2005 from $206.8 million in the second quarter of 2004 and to $392.5million in the first half of 2005 from $412.7 million in the first halfof 2004. The decrease in the U.S. and Canada in the second quarter andfirst half of 2005 was due primarily to lower shipments and to lowerlicensing revenues due primarily to the aforementioned prepayments ofcertain renewal fees and minimum royalties in the first and secondquarters of 2004, respectively, partially offset by lower returns,allowances and discounts and favorable foreign currency translation. InInternational, net sales increased to $120.0 million from $109.3million in the second quarter of 2004 and in the first half of 2005,net sales increased to $226.7 million from $211.8 million in the firsthalf of 2004. The increase in net sales in the second quarter and firsthalf of 2005 was due primarily to favorable foreign currencytranslation and higher shipments.

In terms of U.S. marketplaceperformance, the U.S. color cosmetics category for the second quarterof 2005 increased approximately 2.8% versus the second quarterof 2004 and 2.2% for the first half of 2005 versus the firsthalf of 2004. Combined share for the Revlon and Almay brands totaled22.3% for the second quarter of 2005, compared with 21.7%for the second quarter of 2004, with the Revlon brand registering ashare of 15.7% for the second quarter of 2005, compared to16.0% for the second quarter of 2004, and the Almay brandregistering a share of 6.6% for the second quarter of 2005,compared to 5.7% for the second quarter of 2004. Combined sharefor the Revlon and Almay brands totaled 22.2% for the first halfof 2005, compared with 22.0% for the first half of 2004, withthe Revlon brand registering a share of 15.7% for the first halfof 2005, compared to 16.1% for the first half of 2004, and theAlmay brand registering a share of 6.5% for the first half of2005, compared to 5.8% for the first half of 2004. Almay shareincreases were driven primarily by the success of the launch of theAlmay Intense i-Color collection. In hair color and beauty tools, theCompany gained market share in the second quarter and first half of

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

2005, compared with the second quarter andfirst half of 2004, while market share was essentially even foranti-perspirants/deodorants. All U.S. market share and market positiondata herein for the Company's brands are based upon retail dollarsales, which are derived from ACNielsen data. ACNielsen measures retailsales volume of products sold in the U.S. mass-market distributionchannel. Such data represent ACNielsen's estimates based upondata gathered by ACNielsen from market samples, which ACNielsen adjustsfrom time to time, and are therefore subject to some degree ofvariance. ACNielsen's data do not reflect sales volume fromWal-Mart, Inc., which is the Company's largest customer,representing approximately 21.0% of the Company's 2004consolidated net sales.

Net sales in the Company'sdomestic and international operations in the normal course are subjectto the risk of being adversely affected by, among other things, one ormore of the following: 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.

Operating loss inthe second quarter of 2005 was $0.4 million, as compared to anoperating loss of $1.8 million in the second quarter of 2004, and inthe first half of 2005 operating loss was $2.5 million, as compared tooperating income of $18.3 million in the first half of 2004. The $1.4million decrease in operating loss for the second quarter of 2005 isdue to higher gross profit resulting from the higher net sales, asdiscussed above, and lower advertising and promotional expenditures,partially offset by the aforementioned lower licensing fees and higheroverall selling, general and administrative expenses("SG&A"). The $20.8 million decrease inoperating income for the first half of 2005 is due to higher SG&Aand lower gross profit resulting from lower net sales, including theaforementioned prepayments of certain renewal fees and minimumroyalties, as discussed above. The first half of 2004 also benefitedfrom a $3.3 million reduction of a liability associated with aninternational benefit arrangement, of which $1.9 million was recordedin cost of sales and $1.4 million was recorded in SG&A.

The$1.5 million loss on early extinguishment of debt for the secondquarter of 2005 is related to the redemption in April 2005 of $116.2million aggregate principal amount outstanding of ProductsCorporation's 8 1/8% SeniorNotes, plus accrued interest, and $75.5 million aggregate principalamount outstanding of Products Corporation's 9% SeniorNotes, plus accrued interest and applicable premium. The $9.0 millionloss on early extinguishment of debt for the first half of 2005 alsoincludes the $5.0 million prepayment fee related to the prepayment inMarch 2005 of $100.0 million of indebtedness outstanding under the TermLoan Facility of the 2004 Credit Agreement, as well as the write-off ofthe portion of deferred financing costs related to the amount prepaid.The loss on early extinguishment of debt for the first half of 2004represents the loss on the exchange of equity for certain indebtednessin the Revlon Exchange Transactions (as hereinafter defined) and fees,expenses and the write-off of deferred financing costs related to theRevlon Exchange Transactions.

Recent Developments

OnAugust 4, 2005, as part of the Company's continued growthmomentum and accelerated growth stage of its plan, Revlon, Inc.announced two strategic growth initiatives designed to acceleratetop-line growth and further build the Company's position in themass-market color cosmetics category. One initiative, focused on theAlmay brand, is designed to capitalize on unmet consumer needs forsimplicity and healthy beauty, building on the inherent strengths ofthe Almay brand and the Company's successful 2005 launch of theAlmay Intense i-Color collection. The second initiative is focused onthe more mature consumer segment, which is a large and growingdemographic group, which Revlon, Inc. believes is currently underservedby existing cosmetics offerings, and involves a cosmetics systemconsisting of a full range of products and shades intended to addressthe more mature consumers' changing skin.

The new businessinitiatives are intended to have a positive effect on net sales in thesecond half of 2005, after giving effect to incremental returns andallowances provisions associated with the launch of 

15

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

these initiatives, which returns andallowances provisions Revlon, Inc. currently expects to beapproximately $40 million to $50 million in 2005, of whichapproximately $30 million to $40 million is expected to impactoperating results in the third quarter of 2005, with the remainderimpacting the fourth quarter of 2005. The Company expects that the netsales impact in the second half of 2005 from these initiatives will beessentially offset by accelerated amortization associated with certainexisting retail display fixtures of approximately $10 million to $15million, as well as upfront expenses related to the launch of theseinitiatives, including development and marketing-related expenses.Revlon, Inc. currently expects that its performance in the thirdquarter of 2005 would include the impact of much of the anticipatedincremental provisions for returns, while its performance in the fourthquarter of 2005 would benefit from the incremental shipments associatedwith the anticipated launch of these new business initiatives. Revlon,Inc. also currently expects that the first quarter of 2006 wouldbenefit from the incremental initial shipments associated with thelaunch of these new business initiatives.

The Company iscurrently making certain investments in connection with these newbusiness initiatives, most notably in the area of permanent displaysand inventory. In terms of the cash flow impact of these new businessinitiatives, Revlon, Inc. expects that its investment in permanentdisplays, including displays for its existing businesses and these newbusiness initiatives, will be in the range of $85 million to $95million during each of 2005 and 2006, returning to more normalizedlevels thereafter. The Company had previously expected investment inpermanent displays to be in the range of $50 million to $60 million inthe aggregate in 2005. Assuming the initiatives begin shipping in thefourth quarter of 2005 as planned, working capital is expected toincrease during the second half of 2005 and return to more normalizedlevels in relation to sales during the second quarter of 2006.

On August 4, 2005, Revlon, Inc. announced that it plans to issue$185 million of equity by March 31, 2006, reflecting an increase to itspreviously-announced commitment to issue approximately $110 million ofequity, and will contribute the proceeds from approximately $110million of such $185 million equity issuance to Products Corporation toreduce its debt, as previously disclosed, and the balance of theproceeds from such $185 million equity issuance would be available toProducts Corporation for general corporate purposes. Revlon, Inc. alsoannounced that Products Corporation intends to conduct a debt financingin the third quarter of 2005 to raise approximately $75 million and usethe proceeds to help fund investments in the new business initiativesand for general corporate purposes.

Additionally, MacAndrews& Forbes has agreed to amend the Investment Agreement that itentered into in February 2004 with Revlon, Inc. to increase MacAndrews& Forbes' commitment to back-stop Revlon, Inc.'splanned $185 million equity issuance by purchasing such additionalequity as necessary to ensure that Revlon, Inc. issues $185 million insuch equity issuance. MacAndrews & Forbes has also agreed to amendProducts Corporation's 2004 Consolidated MacAndrews & ForbesLine of Credit (as hereinafter defined), with current availability of$87 million, to extend the term through the earlier of the consummationof Revlon, Inc.'s planned equity issuance or March 31, 2006(provided that in no case would such line of credit terminate prior toits previous expiration date of December 1, 2005) and to provide thatsuch line of credit is available to Products Corporation to assist infunding investments in its new business initiatives.

Discussionof Critical Accounting Policies

For a discussion of theCompany's critical accounting policies, see REV Holdings'Annual Report on Form 10-K for the year ended December 31, 2004.

Results of Operations

In the tables, numbers in parenthesis( ) denote unfavorable variances.

16

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

Netsales:

|                         |  |                           |       |          |  |         |       |        |  |        |      |         |  |        |      |                  |  |  |
|-------------------------|--|---------------------------|-------|----------|--|---------|-------|--------|--|--------|------|---------|--|--------|------|------------------|--|--|
|                    |  | ThreeMonths EndedJune 30, |       | $ Change |  | %Change |
|                    |  | 2005                      |       | 2004     |  |
| United States andCanada |  | $                         | 198.3 |     |  | $       | 206.8 |   |  | $      | (8.5 | )  |  |   | (4.1 | )%          |
| International           |  |                      | 120.0 |     |  |    | 109.3 |   |  |   | 10.7 |    |  |   | 9.8  |  %(1)  |
|                    |  | $                         | 318.3 |     |  | $       | 316.1 |   |  | $      | 2.2  |    |  |   | 0.7  |  %(2)  |
|                         |

|  |
|--|
|  |  |
|  |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (1) | Excludingthe impact of currency fluctuations, International net sales increased5.5%. |

|     |                                                                                     |
|-----|-------------------------------------------------------------------------------------|
| (2) | Excluding the impactof currency fluctuations, consolidated net sales decreased1.3%. |

|                         |  |                         |       |          |  |         |       |        |  |        |       |         |  |        |      |                  |  |  |
|-------------------------|--|-------------------------|-------|----------|--|---------|-------|--------|--|--------|-------|---------|--|--------|------|------------------|--|--|
|                    |  | SixMonths EndedJune 30, |       | $ Change |  | %Change |
|                    |  | 2005                    |       | 2004     |  |
| United States andCanada |  | $                       | 392.5 |     |  | $       | 412.7 |   |  | $      | (20.2 | )  |  |   | (4.9 | )%          |
| International           |  |                    | 226.7 |     |  |    | 211.8 |   |  |   | 14.9  |    |  |   | 7.0  |  %(1)  |
|                    |  | $                       | 619.2 |     |  | $       | 624.5 |   |  | $      | (5.3  | )  |  |   | (0.8 | )%(2)       |
|                         |

|  |
|--|
|  |  |
|  |

|     |                                                                                      |
|-----|--------------------------------------------------------------------------------------|
| (1) | Excludingthe impact of currency fluctuations, International net sales increased3.0%. |

|     |                                                                                     |
|-----|-------------------------------------------------------------------------------------|
| (2) | Excluding the impactof currency fluctuations, consolidated net sales decreased2.6%. |

United States and Canada.

Thedecrease in net sales in the U.S. and Canada in the second quarter of2005, as compared with the second quarter of 2004, was driven primarilyby lower shipments of $11.3 million reflecting lower shipments ofexisting products, partially offset by higher shipments of new productsin the second quarter of 2005, as compared to the second quarter of2004. Additionally, licensing revenue in the second quarter of 2005 was$5.4 million lower compared to the second quarter of 2004 due primarilyto the $5.3 million prepayment of certain minimum royalties whichbenefited the second quarter of 2004. Partially offsetting the declinesin shipments and licensing revenues were lower returns, allowances anddiscounts of $6.3 million and the favorable impact of Canadian dollarcurrency translation of $1.9 million.

The decrease in net salesin the U.S. and Canada in the first half of 2005, as compared with thefirst half of 2004, was driven primarily by lower shipments of $21.5million reflecting lower shipments of existing products, partiallyoffset by higher shipments of new products in the first half of 2005,as compared to the first half of 2004. Additionally, licensing revenuein the first half of 2005 was $10.1 million lower compared to the firsthalf of 2004 due primarily to the $10.0 million prepayment of certainrenewal fees and minimum royalties, which benefited the first half of2004. Partially offsetting the declines in shipments and licensingrevenues were lower returns, allowances and discounts of $7.9 millionand the favorable impact of Canadian dollar currency translation of$3.5 million.

International.

Net sales in theCompany's international operations were $120.0 million for thesecond quarter of 2005, compared with $109.3 million for the secondquarter of 2004, an increase of $10.7 million or 9.8%, and were$226.7 million for the first half of 2005, compared with $211.8 millionfor the first half of 2004, an increase of $14.9 million or7.0%. Excluding the impact of foreign currency fluctuations,international net sales increased by 5.5% and 3.0% in thesecond quarter and first half of 2005, as compared to the secondquarter and first half of 2004, respectively.

17

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

In the Far East and Africa, net salesincreased by $4.3 million, or 8.0%, to $58.2 million for thesecond quarter of 2005, as compared with $53.9 million for the secondquarter of 2004. Excluding the impact of foreign currency fluctuations,net sales in the Far East increased $2.1 million, or 3.9%, inthe second quarter of 2005, as compared to the second quarter of 2004.This increase in net sales, excluding the impact of foreign currencyfluctuations, was driven by higher sales in Japan and certaindistributor markets (which the Company estimates contributed to anapproximate 4.1% increase in net sales for the region for thesecond quarter of 2005, as compared with the second quarter of 2004),which was partially offset by lower net sales in Australia and SouthAfrica (which the Company estimates contributed to an approximate1.5% reduction in net sales for the region for the secondquarter of 2005, as compared with the second quarter of 2004).

In Europe, which is comprised of Europe and the Middle East, netsales increased by $3.3 million, or 10.9%, to $33.7 million forthe second quarter of 2005, as compared with $30.4 million for thesecond quarter of 2004. Excluding the impact of foreign currencyfluctuations, net sales in Europe increased by $2.3 million, or7.6%, in the second quarter of 2005, as compared to the secondquarter of 2004. The increase in net sales, excluding the impact offoreign currency fluctuations, was due to higher sales in France andcertain distributor markets (which the Company estimates contributed toan approximate 7.2% increase in net sales for the region for thesecond quarter of 2005, as compared with the second quarter of2004).

In Latin America, which is comprised of Mexico, CentralAmerica and South America, net sales increased by $3.1 million, or12.4%, to $28.1 million for the second quarter of 2005, ascompared with $25.0 million for the second quarter of 2004. Excludingthe impact of foreign currency fluctuations, net sales in Latin Americaincreased by $1.6 million, or 6.4%, in the second quarter of2005, as compared to the second quarter of 2004. The increase in netsales, excluding the impact of foreign currency fluctuations, wasdriven primarily by higher net sales in Brazil and certain distributormarkets (which the Company estimates contributed to an approximate7.9% increase in net sales for the region for the second quarterof 2005, as compared with the second quarter of 2004), which waspartially offset by lower sales in Argentina and Chile (which theCompany estimates contributed to an approximate 3.3% reductionin net sales for the region in the second quarter of 2005, as comparedwith the second quarter of 2004).

In the Far East and Africa,net sales increased by $11.8 million, or 11.2%, to $117.0million for the first half of 2005, as compared with $105.2 million forthe first half of 2004. Excluding the impact of foreign currencyfluctuations, net sales in the Far East increased $6.9 million, or6.6%, in the first half of 2005, as compared to the first halfof 2004. This increase in net sales, excluding the impact of foreigncurrency fluctuations, was driven by higher sales in South Africa,Australia, New Zealand, China, Japan and certain distributor markets(which the Company estimates contributed to an approximate 6.2%increase in net sales for the region for the first half of 2005, ascompared with the first half of 2004).

In Europe, net sales of$60.7 million were unchanged compared with the first half of 2004.Excluding the impact of foreign currency fluctuations, net sales inEurope declined by $2.1 million, or 3.5%, in the first half of2005, as compared to the first half of 2004. The decline in net sales,excluding the impact of foreign currency fluctuations, was due to lowersales in the U.K. (which the Company estimates contributed to anapproximate 5.8% reduction in net sales for the region for thefirst half of 2005, as compared with the first half of 2004), which waspartially offset by increased sales in certain distributor markets(which the Company estimates contributed to an approximate 2.8%increase in net sales for the region for the first half of 2005, ascompared with the first half of 2004).

In Latin America, netsales increased by $3.1 million, or 6.8%, to $49.0 million forthe first half of 2005, as compared with $45.9 million for the firsthalf of 2004. Excluding the impact of foreign currency fluctuations,net sales in Latin America increased by $1.5 million, or 3.3%,in the first half of 2005, as compared to the first half of 2004. Theincrease in net sales, excluding the impact of foreign currency

18

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

fluctuations, was driven primarily byincreased sales in Brazil and certain distributor markets (which theCompany estimates contributed to an approximate 7.6% increase innet sales for the region in the first half of 2005, as compared withthe first half of 2004) which was partially offset by lower net salesin Mexico, Argentina and Chile (which the Company estimates contributedto an approximate 4.3% reduction in net sales for the region forthe first half of 2005, as compared with the first half of 2004).

Gross profit:

|             |  |                           |       |        |  |                        |       |        |  |      |     |        |  |   |       |        |  |   |       |        |  |   |      |         |  |  |
|-------------|--|---------------------------|-------|--------|--|------------------------|-------|--------|--|------|-----|--------|--|---|-------|--------|--|---|-------|--------|--|---|------|---------|--|--|
|        |  | ThreeMonths EndedJune 30, |       |   |  | Six MonthsEndedJune30, |       |
|        |  | 2005                      |       | 2004   |  | Change                 |       | 2005   |  | 2004 |     | Change |
| Grossprofit |  | $                         | 199.4 |   |  | $                      | 197.7 |   |  | $    | 1.7 |   |  | $ | 386.1 |   |  | $ | 389.0 |   |  | $ | (2.9 | )  |
|             |

Grossprofit as a percent of sales was level at 62.6% in the secondquarter of 2005 and the second quarter of 2004. Lower brand supportrelated costs included within cost of goods sold and lower totalconsolidated returns, allowance and discounts in the second quarter of2005, as compared with the second quarter of 2004, were offset by theimpact of the aforementioned $5.4 million in lower licensing revenues.Gross profit as a percent of sales was level at 62.3% in thefirst half of 2005 and the first half of 2004. Lower brand supportrelated costs included within costs of goods sold in the first half of2005, as compared with the first half of 2004, was offset by the impactof the aforementioned $10.1 million in lower licensing revenues.

SG&Aexpenses:

|                  |  |                           |       |        |  |                        |       |        |  |      |      |         |  |   |       |        |  |   |       |        |  |   |       |         |  |  |
|------------------|--|---------------------------|-------|--------|--|------------------------|-------|--------|--|------|------|---------|--|---|-------|--------|--|---|-------|--------|--|---|-------|---------|--|--|
|             |  | ThreeMonths EndedJune 30, |       |   |  | Six MonthsEndedJune30, |       |
|             |  | 2005                      |       | 2004   |  | Change                 |       | 2005   |  | 2004 |      | Change  |
| SG&Aexpenses |  | $                         | 200.0 |   |  | $                      | 199.4 |   |  | $    | (0.6 | )  |  | $ | 387.1 |   |  | $ | 371.3 |   |  | $ | (15.8 | )  |
|                  |

SG&Aincreased to $200.6 million for the second quarter of 2005, as comparedto $199.4 million for the second quarter of 2004, due primarily to $2.9million in unfavorable foreign currency fluctuations, $2.7 million inhigher marketing expenditures in support of our two new businessinitiatives, $1.8 million in higher display amortization and $1.5million in higher distribution costs, partially offset by loweradvertising and promotional expenditures of $9.3 million in the secondquarter of 2005, as compared with the second quarter of 2004. SG&Aincreased $15.8 million to $387.7 million for the first half of 2005,as compared to $371.3 million for the first half of 2004, due primarilyto $5.1 million in unfavorable foreign currency fluctuations, $4.0million in higher marketing expenditures in support of our two newbusiness initiatives, $2.3 million of higher display amortization and$1.1 million in higher distribution costs in the first half of 2005, ascompared with the first half of 2004. SG&A expense in the firsthalf of 2004 also benefited by $1.4 million due to a reduction ofliability associated with an international benefit arrangement. See"Recent Developments" for a discussion of theCompany's new business initiatives.

Restructuring (benefit) costs and other,net:

|                                             |  |                           |      |         |  |                        |     |        |  |      |     |        |  |   |     |        |  |   |      |         |  |   |      |         |  |  |
|---------------------------------------------|--|---------------------------|------|---------|--|------------------------|-----|--------|--|------|-----|--------|--|---|-----|--------|--|---|------|---------|--|---|------|---------|--|--|
|                                        |  | ThreeMonths EndedJune 30, |      |    |  | Six MonthsEndedJune30, |     |
|                                        |  | 2005                      |      | 2004    |  | Change                 |     | 2005   |  | 2004 |     | Change |
| Restructuring(benefit) costs and other, net |  | $                         | (0.2 | )  |  | $                      | 0.1 |   |  | $    | 0.3 |   |  | $ | 1.5 |   |  | $ | (0.6 | )  |  | $ | (2.1 | )  |
|                                             |

Duringthe second quarter of 2005, the Company reduced its estimate of thecosts to be incurred related to a previous restructuring program by$0.2 million. During the first half of 2005, the Company 

19

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

recorded $1.5 million in restructuring foremployee severance and other personnel benefits. During the first halfof 2004, the Company revised its estimate of the cost to be incurredrelated to a previous restructuring program.

Other expenses(income):

|                 |  |                           |      |        |  |                        |      |        |  |      |      |         |  |   |      |        |  |   |      |        |  |   |      |        |  |  |
|-----------------|--|---------------------------|------|--------|--|------------------------|------|--------|--|------|------|---------|--|---|------|--------|--|---|------|--------|--|---|------|--------|--|--|
|            |  | ThreeMonths EndedJune 30, |      |   |  | Six MonthsEndedJune30, |      |
|            |  | 2005                      |      | 2004   |  | Change                 |      | 2005   |  | 2004 |      | Change  |
| Interestexpense |  | $                         | 32.4 |   |  | $                      | 29.5 |   |  | $    | (2.9 | )  |  | $ | 62.7 |   |  | $ | 75.4 |   |  | $ | 12.7 |   |
|                 |

Theincrease in interest expense of $2.9 million for the second quarter of2005, as compared with the second quarter of 2004, was primarily due tohigher average debt outstanding, partially offset by lower weightedaverage interest rates, during the second quarter of 2005, as comparedto the second quarter of 2004. The decrease in interest expense of$12.7 million for the first half of 2005, as compared to the first halfof 2004, is primarily due to lower average debt outstanding during thefirst half of 2005, as compared to the first half of 2004, resultingprimarily from the Revlon Exchange Transactions in March 2004, andlower weighted average interest rates during the first half of 2005, ascompared to the first half of 2004, resulting primarily from therepurchase and redemption of Products Corporation's 12%Senior Secured Notes due 2005 in July and August2004.

|                                    |  |                           |     |        |  |                        |                                             |        |  |      |      |         |  |   |     |        |  |   |      |        |  |   |      |        |  |  |
|------------------------------------|--|---------------------------|-----|--------|--|------------------------|---------------------------------------------|--------|--|------|------|---------|--|---|-----|--------|--|---|------|--------|--|---|------|--------|--|--|
|                               |  | ThreeMonths EndedJune 30, |     |   |  | Six MonthsEndedJune30, |                                             |
|                               |  | 2005                      |     | 2004   |  | Change                 |                                             | 2005   |  | 2004 |      | Change  |
| Losson early extinguishment ofdebt |  | $                         | 1.5 |   |  | $                      |       — |   |  | $    | (1.5 | )  |  | $ | 9.0 |   |  | $ | 32.6 |   |  | $ | 23.6 |   |
|                                    |

Theloss on early extinguishment of debt for the second quarter of 2005represents the loss on redemption of Products Corporation's8 1/8% Senior Notes and 9% Senior Notesin April 2005. The loss on early extinguishment of debt for the firsthalf of 2005 also includes the $5.0 million prepayment fee related tothe prepayment of $100.0 million of indebtedness outstanding under theTerm Loan Facility of the 2004 Credit Agreement with the proceeds fromthe issuance of the Original 91⁄2% Senior Notes, as well asthe write-off of the portion of deferred financing costs related tosuch prepaid amount. The loss on early extinguishment of debt for thefirst half of 2004 represents the loss on the exchange of equity forcertain indebtedness in the Revlon Exchange Transactions and fees,expenses and the write-off of deferred financing costs related to theRevlon ExchangeTransactions.

|                                    |  |                           |                                             |        |  |                        |                                             |        |  |      |                                             |        |  |   |                                             |        |  |   |        |         |  |   |       |        |  |  |
|------------------------------------|--|---------------------------|---------------------------------------------|--------|--|------------------------|---------------------------------------------|--------|--|------|---------------------------------------------|--------|--|---|---------------------------------------------|--------|--|---|--------|---------|--|---|-------|--------|--|--|
|                               |  | ThreeMonths EndedJune 30, |                                             |   |  | Six MonthsEndedJune30, |                                             |
|                               |  | 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 EndedJune 30, |     |   |  | Six MonthsEndedJune30, |     |
|                     |  | 2005                      |     | 2004   |  | Change                 |     | 2005   |  | 2004 |      | Change  |
| Provisionfor incometaxes |  | $                         | 3.3 |   |  | $                      | 1.3 |   |  | $    | (2.0 | )  |  | $ | 6.9 |   |  | $ | 2.1 |   |  | $ | (4.8 | )  |
|                          |

Theincrease in the provision for income taxes in the second quarter andfirst half of 2005, as compared with the second quarter and first halfof 2004, was primarily attributable to higher taxable 

20

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

income in certain markets outside the U.S.The first half of 2005 was also impacted by withholding taxes relatedto a dividend distribution from a foreign subsidiary in the firstquarter of 2005. Additionally, the second quarter and first half of2004 benefited from the resolution of various tax audits.

Financial Condition, Liquidity and Capital Resources

Netcash used for operating activities in the first half of 2005 improvedto $48.0 million, as compared to $104.6 million for the first half of2004. Net income declined $347.8 million, of primarily due to $331.0million was a noncash gain related to the Revlon Exchange Transactionsin the 2004 period. Additionally, cash provided by changes in workingcapital was $2.5 million in the first half of 2005, compared with cashused by changes in working capital of $41.7 million in the first halfof 2004, partially offset by lower adjustments made for non-cashexpenses, consisting primarily of depreciation and amortization andstock compensation amortization, as well as the loss on extinguishmentof debt. The improvement in cash provided by changes in working capitalin the first half of 2005 was due primarily to higher collections onaccounts receivable and decreased cash used for accrued expenses andother current liabilities, partially offset by increased cash used forinventory.

Net cash used for investing activities was $9.6million and $8.1 million for the first half of 2005 and 2004,respectively. Net cash used for investing activities for the first halfof 2005 and 2004 was for capital expenditures.

Net cash providedby financing activities was $6.6 million and $106.8 million for thefirst half of 2005 and 2004, respectively. Net cash provided byfinancing activities for the first half of 2005 included proceeds fromthe issuance of the Original 91⁄2% Senior Notes, offset byprepayment of $100 million of indebtedness under the Term Loan Facilityof Products Corporation's 2004 Credit Agreement, along with the$5.0 million prepayment fee, the redemption of $116.2 million aggregateprincipal amount outstanding 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 andthe applicable premium and the payment of financing costs. Net cashprovided by financing activities for the first half of 2004 includedcash drawn under the Company's credit agreements, a capitalcontribution from an affiliate to retire the REV Holdings Notes andadvances under the New Keepwell Agreement (as hereinafter defined),partially offset by the repayment of borrowings under the creditagreements and payment of financing costs related to the RevlonExchange Transactions.

At July 1, 2005, Revlon, Inc. had aliquidity position, excluding restricted cash, of approximately $246.2million, consisting of cash and cash equivalents, as well as $129.2million in available borrowings under the Multi-Currency Facility (ashereinafter defined) and $87.0 million in available borrowings underthe 2004 Consolidated MacAndrews & Forbes Line of Credit, whichcommitment under the 2004 Consolidated MacAndrews & Forbes Line ofCredit was reduced from $152 million on July 1, 2005. See"Recent Developments" regarding certainproposed financing 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. Products Corporation may request the Multi-Currency Facilityto be increased from time to time in an aggregate principal amount notto exceed $50.0 million subject to certain exceptions and subject tothe lenders' agreement. The Multi-Currency Facility is availableto: (i) Products Corporation in revolving credit loans denominated inU.S. dollars, (ii) Products Corporation in swing line loans denominatedin U.S. dollars up to $25.0 

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

million, (iii) Products Corporation instandby and commercial letters of credit denominated in U.S. dollarsand other currencies up to $50.0 million and (iv) Products Corporationand certain of its international subsidiaries designated from time totime in revolving credit loans and bankers' acceptancesdenominated in U.S. dollars and other currencies, in each case subjectto borrowing base availability. If the value of the eligible assets isnot sufficient to support the $160.0 million borrowing base, ProductsCorporation will not have full access to the Multi-Currency Facility.Products Corporation's ability to make borrowings under theMulti-Currency Facility is also conditioned upon the satisfaction ofcertain conditions precedent and Products Corporation'scompliance with other covenants in the 2004 Credit Agreement, includinga fixed charge coverage ratio that applies when the excess borrowingbase is less than $30.0 million. In March 2005, Products Corporationprepaid and permanently reduced $100.0 million of indebtednessoutstanding under the Term Loan Facility, together with accruedinterest and the $5.0 million prepayment fee associated with suchprepayment, using proceeds from the issuance of the Original91⁄2% Senior Notes. At August 1, 2005, the Term LoanFacility was fully drawn and availability under the Multi-CurrencyFacility, based upon the calculated borrowing base less outstandingborrowings and letters of credit, was $122.8 million.

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, it would be anevent of default under the 2004 Credit Agreement if Revlon, Inc. failsto undertake an approximately $110.0 million equity issuance andtransfer the proceeds of such issuance to Products Corporation toreduce Products Corporation's outstanding indebtedness by March31, 2006.

The 2004 Credit Agreement requires ProductsCorporation to comply with various financial covenants andrestrictions, including covenants and restrictions relating toindebtedness, liens, investments, sales of assets, mergers andacquisitions, dividends and transactions with affiliates of ProductsCorporation, 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 Credit Agreement) to 5.50 to 1.00for the four consecutive quarters ending during the period fromDecember 31, 2004 to September 30, 2005; 5.00 to 1.00 for the fourconsecutive quarters ending during the period from December 31, 2005 toDecember 31, 2006; and 4.50 to 1.00 for the four consecutive quartersending March 31, 2007 and each subsequent quarter until the maturitydate of the 2004 Credit Agreement, and, under circumstances when theexcess borrowing base under the Multi-Currency Facility is less than$30.0 million for a period of 30 consecutive days or more, requiringProducts Corporation to maintain a consolidated fixed charge coverageratio (the ratio of EBITDA minus Capital Expenditures to Cash InterestExpense for such period, as each such term is defined in the 2004Credit Agreement) of 1.00 to 1.00. Products Corporation was incompliance with all applicable covenants under the 2004 CreditAgreement as of June 30, 2005.

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

2004 Consolidated MacAndrews &Forbes Line of Credit

Products Corporation has a line of creditwith MacAndrews & Forbes (the "2004 ConsolidatedMacAndrews & Forbes Line of Credit"), which hadavailability of $152 million at June 30, 2005. The commitment reducedto $87 million as of July 1, 2005 and was scheduled to terminate onDecember 1, 2005, but has been extended through the earlier of theconsummation of Revlon, Inc.'s planned equity issuance describedin "Recent Developments" or March 31, 2006(provided that in no case would such line of credit terminate prior toits previous expiration date of December 1, 2005). Loans are availableunder the 2004 Consolidated MacAndrews & Forbes Line of Credit if(i) the Multi-Currency Facility under the 2004 Credit Agreement hasbeen substantially drawn (after taking into account anticipated needsfor Local Loans and letters of credit), (ii) such borrowing isnecessary to cause the excess borrowing base under the Multi-CurrencyFacility to remain greater than $30 million, (iii) additional revolvingloans are not available under the Multi-Currency Facility or (iv) suchborrowing is reasonably necessary to prevent or to cure a default orevent of default under the 2004 Credit Agreement. See"Recent Developments" regarding amendments tothe 2004 Consolidated MacAndrews & Forbes Line of Credit. Loansunder the 2004 Consolidated MacAndrews & Forbes Line of Credit bearinterest (which is not payable in cash but is capitalized quarterly inarrears) at a rate per annum equal to the lesser of (a) 12.0%and (b) 0.25% less than the rate payable from time to time onEurodollar loans under the Term Loan Facility under the 2004 CreditAgreement, provided that at any time that the Eurodollar Base Rateunder the 2004 Credit Agreement is equal to or greater than3.0%, the applicable rate on loans under the 2004 ConsolidatedMacAndrews & Forbes Line of Credit will be equal to the lesser of(x) 12.0% and (y) 5.25% over the Eurodollar Base Ratethen in effect.

2005 Refinancing Transactions

OnMarch 16, 2005, Products Corporation completed the sale of $310 millionaggregate principal amount of its Original 91⁄2% SeniorNotes. The offering and the related transactions extended thematurities of Products Corporation's debt that would haveotherwise been due in 2006.

The proceeds from the Original91⁄2% Senior Notes were used to prepay $100 million ofindebtedness outstanding under the Term Loan Facility of ProductsCorporation's 2004 Credit Agreement, together with accruedinterest and the associated $5.0 million prepayment fee, and to pay$7.0 million in certain fees and expenses associated with the issuanceof the Original 91⁄2% Senior Notes. The remaining $197.9million in proceeds was placed in a debt defeasance trust and in April2005 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.

On April 15, 2005, Products Corporationcompleted the redemption of all $116.2 million aggregate principalamount outstanding of its 8 1/8% Senior Notesand all $75.5 million aggregate principal amount outstanding of its9% Senior Notes when the redemption amounts previously depositedwith the trustee in a debt defeasance trust were released by thetrustee to holders of such notes. The aggregate redemption amounts forthe 8 1/8% Senior Notes and 9% SeniorNotes were $118.1 million and $79.8 million, respectively, whichconstituted the 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 the91⁄2% Senior Notes, which have substantially identicalterms to the Original 91⁄2% Senior Notes, except that the91⁄2% Senior Notes are registered with the Commission underthe Securities Act, and the transfer restrictions and registrationrights applicable to the Original 91⁄2% Senior Notes do notapply to the 91⁄2% Senior Notes.

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

2004 Refinancing Transactions

In March 2004, Revlon, Inc. exchanged approximately $804 million ofProducts Corporation's debt, $54.6 million of Revlon, Inc. SeriesA preferred stock and $9.9 million of accrued interest for 299,969,493shares of Class A Common Stock (the "Revlon ExchangeTransactions"). As a result of the Revlon ExchangeTransactions, Revlon, Inc. reduced Products Corporation's debt byapproximately $804 million on March 25, 2004. In addition to the RevlonExchange Transactions, pursuant to the 2004 Investment Agreementbetween Revlon, Inc. and MacAndrews & Forbes Holdings, Revlon, Inc.is committed to conduct further equity issuances in the amount ofapproximately $110 million by the end of March 2006, the proceeds ofwhich Revlon, Inc. will transfer to Products Corporation to reduce itsdebt (such equity issuances, together with the Revlon ExchangeTransactions, are referred to as the "Debt ReductionTransactions"). See "RecentDevelopments" regarding Revlon, Inc.'s plans toincrease to $185 million the equity issuance it intends to conduct bythe end of March 2006. The terms of any other equity issuances to beundertaken in connection with the Debt Reduction Transactions,including the subscription prices, will be determined by Revlon,Inc.'s Board of Directors at the appropriate times.

Sources and Uses

The Company's principal sourcesof funds are expected to be operating revenues, cash on hand, fundsavailable for borrowing under the 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit, other permittedlines of credit, advances under the New Keepwell Agreement and, ifProducts Corporation consummates the debt financing referred to in"Recent Developments", the proceeds of thatfinancing. The 2004 Credit Agreement, the 2004 Consolidated MacAndrews& Forbes Line of Credit, Products Corporation's8 5/8% Senior Subordinated Notes and ProductsCorporation's 91⁄2% Senior Notes contain certainprovisions that by their terms limit Products Corporation's andits subsidiaries' ability to, among other things, incuradditional debt. The New REV Holdings Notes contain certain provisionsthat by their terms limit REV Holdings' ability to, among otherthings, incur additional debt.

The Company's principaluses of funds are expected to be the payment of operating expenses,including expenses in connection with the continued implementation of,and refinement to, the Company's plan (including theCompany's new business initiatives referred to in"Recent Developments"), purchases ofpermanent wall displays, capital expenditure requirements, payments inconnection with the Company's restructuring programs referred toherein, debt service payments and costs and regularly scheduled pensioncontributions. Cash contributions to the Company's pension andpost-retirement benefit plans were approximately $34 million in 2004and the Company expects them to be approximately $24 million in 2005.The Company estimates that for 2005 purchases of wall displays will beapproximately $85 million to $95 million and capital expenditures willbe approximately $20 million to $30 million. See "RecentDevelopments" regarding certain proposed uses of funds inconnection with the Company's new business initiatives.

The Company has undertaken a number of programs to efficientlymanage its cash and working capital including, among other things,programs to carefully manage inventory levels, centralized purchasingto secure discounts and efficiencies in procurement, and providingadditional discounts to U.S. customers for more timely payment ofreceivables 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 "Recent Developments" regarding certainof the Company's proposed new business initiatives.

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

The Company expects that operatingrevenues, cash on hand, funds available for borrowing under the 2004Credit Agreement, the 2004 Consolidated MacAndrews & Forbes Line ofCredit, other permitted lines of credit and advances under the NewKeepwell Agreement, and, if Products Corporation consummates the debtfinancing referred to in "RecentDevelopments", the proceeds of that financing, will besufficient to enable the Company to cover its operating expenses for2005, including cash requirements in connection with theCompany's operations, the continued implementation of, andrefinement to, the Company's plan (including the Company'snew business initiatives referred to in "RecentDevelopments"), cash requirements in connection with theCompany's restructuring programs referred to above, the debtservice requirements of the Company and its subsidiaries for 2005,including without limitation, interest on the New REV Holdings Notes,and regularly scheduled pension contributions. However, there can be noassurance that such funds will be sufficient to meet theCompany's cash requirements on a consolidated basis. If theCompany's anticipated level of revenue growth is not achievedbecause, for example, of decreased consumer spending in response toweak economic conditions or weakness in the mass market cosmeticscategory, adverse changes in currency, increased competition from theCompany's competitors, changes in consumer purchasing habits,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 "RecentDevelopments" regarding certain of the Company'sproposed new business initiatives and the Company's proposed usesof funds and financing plans related to such initiatives.

In theevent of a decrease in demand for the Company's products orreduced sales or lack of increases in demand and sales as a result ofthe continued implementation of, and refinement to, the Company'splan, any such development, if significant, could reduce theCompany's operating revenues and could adversely affect ProductsCorporation's ability to achieve certain financial covenantsunder the 2004 Credit Agreement and in such event the Company could berequired to take measures, including reducing discretionaryspending.

If the Company is unable to satisfy its cashrequirements from the sources identified above or comply with its debtcovenants, 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 new businessinitiatives referred to in "RecentDevelopments", reducing or delaying purchases of walldisplays or advertising or promotional expenses, reducing or delayingcapital spending, delaying, reducing or revising restructuringprograms, restructuring indebtedness, selling assets or operations,seeking additional capital contributions or loans from MacAndrews &Forbes, the Company's other affiliates and/or third parties,selling additional equity or debt securities of Revlon, Inc. (or debtsecurities of Products Corporation) or reducing other discretionaryspending. There can be no assurance that the Company would be able totake any of the actions referred to above because of a variety ofcommercial or market factors or constraints in the Company's debtinstruments, including, for example, market conditions beingunfavorable for an equity or debt issuance, additional capitalcontributions or loans not being available from affiliates or thirdparties, or that 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 requirementsor comply with its debt covenants if the actions do not generate asufficient amount of additional capital.

The Company refinancedProducts Corporation's 8 1/8% Senior Notesand 9% Senior Notes in April 2005 using proceeds from theissuance of the Original 91⁄2% Senior Notes in March 2005and likewise plans 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, the

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

Company must refinance the8 5/8% Senior Subordinated Notes by October 30,2007, such that not more than $25.0 million of such notes remainoutstanding. As of June 30, 2005, Products Corporation had $700.0million of outstanding indebtedness under the Term Loan Facility of the2004 Credit Agreement, while the Multi-Currency Facility and the 2004Consolidated MacAndrews & Forbes Line of Credit were undrawn. See"Recent Developments" regarding certain ofthe Company's proposed new business initiatives and theCompany's proposed uses of funds and financing plans related tosuch initiatives, including an extension of the 2004 ConsolidatedMacAndrews & Forbes Line of Credit.

Revlon, Inc., as aholding company, will be dependent on the earnings and cash flow of,and dividends and distributions from, Products Corporation to pay itsexpenses and to pay any cash dividend or distribution on Revlon,Inc.'s Class A Common Stock that may be authorized by the Boardof Directors of Revlon, Inc. The terms of the 2004 Credit Agreement,the 2004 Consolidated MacAndrews & Forbes Line of Credit, the8 5/8% Senior Subordinated Notes indenture andthe 91⁄2% Senior Notes indenture generally restrictProducts Corporation from paying dividends or making distributions,except that Products 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 operations ofRevlon, Inc., selling its equity securities or equity securities ofRevlon, Inc. or seeking additional capital contributions or loans fromMacAndrews & Forbes, the Company's other affiliates and/orthird parties. There can be no assurance that any of the foregoingactions could be effected on satisfactory terms, that any of theforegoing actions would enable REV Holdings to pay the principal amountat maturity of the New REV Holdings Notes or that any of such actionswould be permitted by the terms of the New Indenture or any other debtinstrument of the Company and the Company's subsidiaries then ineffect, because, among other reasons, market conditions may beunfavorable for an equity or debt offering or the transactions may notbe permitted under the terms of the Company's various debtinstruments then in effect, because of restrictions on the incurrenceof debt, incurrence of liens, asset dispositions and related partytransactions. In addition, such actions, if taken, may not enable theCompany to satisfy its cash requirements if the actions do not generatea sufficient amount of additional capital. None of the Company'saffiliates, including MacAndrews & Forbes, is required to make anycapital contribution, loan or other payment to REV Holdings withrespect to principal or interest on the New REV Holdings Notes (otherthan as provided in the New Keepwell Agreement).

On January 21,2004, REV Holdings consummated an exchange offer (the "REVHoldings Exchange Offer") with respect to its 12%Senior Secured Notes due 2004 (the "REV HoldingsNotes") for 13% Senior Secured Notes due 2007 (the"New REV Holdings Notes"). In connectiontherewith, REV Holdings issued $18.5 million principal amount of NewREV Holdings Notes in exchange for a like principal amount of REVHoldings Notes. In addition, at maturity on February 1, 2004, REVHoldings' parent contributed $7.9 million principal amount of REVHoldings Notes it held and $54.1 million of cash to retire theremaining outstanding REV Holdings Notes.

As of June 30, 2005,the New REV Holdings Notes, which bear interest semi-annually andmature on February 1, 2007, are secured by a pledge of 2,325,291 sharesof Class A Common Stock, including all 

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

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 capital stock of REV Holdings and theredemption of capital stock of REV Holdings or any of its direct orindirect parents, (iv) the sale of assets and subsidiary stock(including by way of consolidations, mergers and similar transactions),and (v) transactions with affiliates.

In connection with the REVHoldings Exchange Offer, GSB Investments Corp., an affiliate of theCompany, entered into an agreement with REV Holdings (the"New Keepwell Agreement") pursuant to whichGSB Investments Corp. has agreed to provide REV Holdings with fundsequal to any interest payment due on the New REV Holdings Notes, to theextent that REV Holdings does not have sufficient funds on hand to makesuch payment on the applicable due date. REV Holdings currentlyanticipates that it will use advances under the New Keepwell Agreementto pay interest when due under the New REV Holdings Notes. The NewKeepwell Agreement, however, is not a guarantee of the payment ofinterest on the New REV Holdings Notes. The obligations of GSBInvestments Corp. under the New Keepwell Agreement are only enforceableby REV Holdings, and may not be enforced by the holders of the New REVHoldings Notes or the trustee under the New Indenture. Any failure ofGSB Investments Corp. to make a payment to REV Holdings under the NewKeepwell Agreement will not be an event of default under the NewIndenture. Further, the New Indenture has no requirement that REVHoldings maintain the New Keepwell Agreement. In addition, although REVHoldings has the right to enforce the New Keepwell Agreement, there canbe no assurance that GSB Investments Corp. will have sufficient fundsto make any payments to REV Holdings under the New Keepwell Agreementor that it will comply with its obligations under the New KeepwellAgreement.

GSB Investments Corp. has advised REV Holdings thatit expects either to have cash flow from dividends on its investmentsor to obtain capital contributions from its affiliates that, in theaggregate, will be sufficient to satisfy its obligations under the NewKeepwell Agreement. There can be no assurance, however, that GSBInvestments Corp. (a) will have such cash flow, because, among otherthings, a portion of its investments are pledged and its investees areunder no obligation to pay dividends, or (b) could obtain any suchcontribution or loan because, among other things, its affiliates areunder no obligation to provide them to GSB Investments Corp.

TheNew Keepwell Agreement will terminate at such time as there are no NewREV Holdings Notes outstanding, at which time GSB Investments Corp. mayrequire repayment of advances under the New Keepwell Agreement. As ofJune 30, 2005, advances under the New Keepwell Agreement were $2.4million.

As a result of dealing with suppliers and vendors in anumber of foreign countries, Products Corporation enters into foreigncurrency forward exchange contracts and option contracts from time totime to hedge certain cash flows denominated in foreign currencies.There were foreign currency forward exchange contracts with a notionalamount of $29.3 million outstanding at June 30, 2005. The fair value offoreign currency forward exchange contracts outstanding at June 30,2005 was $0.3 million.

Disclosures about ContractualObligations and Commercial Commitments

As of June 30, 2005,there had been no material changes outside the ordinary course of theCompany's business to the Company's total contractual cashobligations 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 the issuance on March 16, 2005 of the$310.0 million in aggregate principal amount of 

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REVHOLDINGS LLC AND SUBSIDIARIES MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS(all tabular amounts in millions)

Products Corporation's Original91⁄2% Senior Notes, with the proceeds used to prepay $100million in outstanding principal and $5.1 million in prepayment feesand accrued interest under the Term Loan Facility of ProductsCorporation's 2004 Credit Agreement, to redeem $116.2 millionoutstanding principal amount of Products Corporation's8 1/8% Senior Notes, plus accrued interest, and$75.5 million outstanding principal amount of ProductsCorporation's 9% Senior Notes, plus accrued interest andthe applicable premium and to pay $7.0 million in certain fees andexpenses associated with the issuance of the Original 91⁄2%Senior Notes. The following table reflects the impact on long-term debtobligations, which reflect the transactions referred to above as ofJune 30,2005:

|                                           |  |                                           |         |                 |  |           |                                             |           |  |              |       |        |  |   |                                             |        |  |   |         |        |  |  |
|-------------------------------------------|--|-------------------------------------------|---------|-----------------|--|-----------|---------------------------------------------|-----------|--|--------------|-------|--------|--|---|---------------------------------------------|--------|--|---|---------|--------|--|--|
|                                      |  | PaymentsDue by Period(dollars inmillions) |
| ContractualObligationsAs of June 30, 2005 |  | Total                                     |         | Less than 1year |  | 1-3 years |                                             | 3-5 years |  | After 5years |
| Long-termDebt                             |  | $                                         | 1,355.5 |            |  | $         |       — |      |  | $            | 345.5 |   |  | $ |       — |   |  | $ | 1,010.0 |   |
|                                           |

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.

Effect of Recent AccountingPronouncements

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

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REVHOLDINGS LLC AND SUBSIDIARIES (all tabular amounts inmillions)

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 June 30, 2005 (See "Long-termDebt" in Note 8 to the Unaudited Consolidated FinancialStatements):

|                                                 |  |                                                      |        |         |  |                         |                                                              |        |  |        |        |            |  |        |                                                              |        |  |        |                                                              |        |  |        |         |         |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------------------|--|------------------------------------------------------|--------|---------|--|-------------------------|--------------------------------------------------------------|--------|--|--------|--------|------------|--|--------|--------------------------------------------------------------|--------|--|--------|--------------------------------------------------------------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                            |  | ExpectedMaturity date for the year ended December31, |        | Total   |  | Fair Value June 30,2005 |
|                                            |  | 2005                                                 |        | 2006    |  | 2007                    |                                                              | 2008   |  | 2009   |        | Thereafter |  |
| **Debt**                                        |  |
| Short-termvariable rate (variouscurrencies)     |  | $                                                    | 37.5   |    |  |                    |                                                         |   |  |   |   |       |  |   |                                                         |   |  |   |                                                         |   |  |   |    |    |  | $      | 37.5    |   |  | $      | 37.5    |   |
| Averageinterest rate(a)                         |  |                                                 | 4.2    | %  |  |                    |                                                         |   |  |   |   |       |  |   |                                                         |   |  |   |                                                         |   |  |   |    |    |  |   |    |   |  |   |    |   |
| Long-termfixed rate – third party($US)    |  |                                                 |   |    |  |                    |                                                         |   |  | $      | 345.5* |       |  |   |                                                         |   |  |   |                                                         |   |  | $      | 310.0   |    |  |   | 655.5   |   |  |   | 624.4   |   |
| Averageinterestrate                             |  |                                                 |   |    |  |                    |                                                         |   |  |   | 8.9    | %     |  |   |                                                         |   |  |   |                                                         |   |  |   | 9.5     | %  |  |   |    |   |  |   |    |   |
| Long-termvariable rate – third party($US) |  |                                                 |   |    |  |                    |                                                         |   |  |   |   |       |  |   |                                                         |   |  |   |                                                         |   |  | $      | 700.0   |    |  |   | 700.0   |   |  |   | 700.0   |   |
| Averageinterest rate(a)                         |  |                                                 |   |    |  |                    |            |   |  |   |   |       |  |   |            |   |  |   |            |   |  |   | 10.1    | %  |  |   |    |   |  |   |    |   |
| Totaldebt                                       |  | $                                                    | 37.5   |    |  |                    | —                                                      |   |  | $      | 345.5  |       |  |   | —                                                      |   |  |   | —                                                      |   |  | $      | 1,010.0 |    |  | $      | 1,393.0 |   |  | $      | 1,361.9 |   |
|                                                 |

|                                               |  |                              |        |                                   |  |                             |      |                         |  |        |      |        |  |        |         |         |  |  |
|-----------------------------------------------|--|------------------------------|--------|-----------------------------------|--|-----------------------------|------|-------------------------|--|--------|------|--------|--|--------|---------|---------|--|--|
| ForwardContracts                              |  | Average ContractualRate $/FC |        | Original US Dollar NotionalAmount |  | Contract Value June 30,2005 |      | Fair Value June 30,2005 |
| Sell Hong KongDollars/BuyUSD                  |  |                         | 0.1286 |                              |  | $                           | 0.5  |                    |  | $      | 0.5  |   |  | $      | — |    |
| BuyEuros/SellUSD                              |  |                         | 1.3328 |                              |  |                        | 1.1  |                    |  |   | 1.0  |   |  |   | (0.1    | )  |
| SellBritish Pounds/BuyUSD                     |  |                         | 1.8695 |                              |  |                        | 3.3  |                    |  |   | 3.4  |   |  |   | 0.1     |    |
| SellAustralian Dollars/BuyUSD                 |  |                         | 0.7621 |                              |  |                        | 8.3  |                    |  |   | 8.4  |   |  |   | 0.1     |    |
| SellCanadian Dollars/BuyUSD                   |  |                         | 0.8059 |                              |  |                        | 9.6  |                    |  |   | 9.5  |   |  |   | (0.1    | )  |
| SellSouth African Rand/BuyUSD                 |  |                         | 0.1632 |                              |  |                        | 2.9  |                    |  |   | 3.2  |   |  |   | 0.3     |    |
| SellNew Zealand Dollars/BuyUSD                |  |                         | 0.7082 |                              |  |                        | 0.3  |                    |  |   | 0.3  |   |  |   | — |    |
| BuyAustralian Dollars/Sell New ZealandDollars |  |                         | 1.0960 |                              |  |                        | 3.3  |                    |  |   | 3.3  |   |  |   | — |    |
| Totalforwardcontracts                         |  |                         |   |                              |  | $                           | 29.3 |                    |  | $      | 29.6 |   |  | $      | 0.3     |    |
|                                               |

|  |
|--|
|  |  |
|  |

|     |                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------|
| (a) | Weighted average variable rates are based upon implied forwardrates from the yield curves at June 30, 2005. |

|   |                                                                                                                                                                                                                                                                                  |
|---|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * | While Products Corporation's8 5/8% Senior Subordinated Notes are due inMarch 2008, under the Products Corporation 2004 Credit Agreement,Products Corporation must refinance the notes by October 30, 2007, suchthat not more than $25.0 million of such notes remainoutstanding. |

29

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REV HOLDINGS LLC ANDSUBSIDIARIES

Item 4.    Controls andProcedures

**(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 is recorded, processed, summarized and reported within thetime periods specified in the SEC's rules and forms, and thatsuch information is accumulated and communicated to management,including the Company's Chief Executive Officer and ChiefFinancial Officer, as appropriate, to allow timely decisions regardingrequired 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.

Revlon, Inc. previously disclosed in its Annual Report on Form10-K/A for the fiscal year ended December 31, 2004, which it filed withthe SEC on April 12, 2005, that Revlon, Inc.'s managementassessed the effectiveness of its internal control over financialreporting as of December 31, 2004 and identified a deficiency in theCompany's policies and procedures related to the periodic reviewand validation of the data inputs and outputs used in its estimates ofthe reserves for sales returns in the U.S. Specifically, in 2004, anerror of approximately $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 interimperiods within that year or in the Company's consolidatedfinancial statements as of and for the three-month and six-monthperiods ended June 30, 2005.

Revlon, Inc. also disclosed in itsAnnual Report on Form 10-K/A for the fiscal year ended December31, 2004, that during the first quarter of 2005 Products Corporationimplemented additional controls and procedures, as discussed below inparagraph (b) of this Item 4, that the Company believes have remediatedthe material weakness in internal control over financial reportingreferred to above. These additional controls and procedures aredesigned to operate semi-annually at June 30 and December  31utilizing specific information that is available at those times as partof the Company's normal business processes at each such periodend. These additional controls and procedures operated as designed andintended for the fiscal period ended June 30, 2005, and, therefore, theCompany has concluded that its disclosure controls and procedures wereeffective at such date.

**(b)****Changes in InternalControl Over Financial Reporting.**    To remediate thematerial weakness referred to above, in the first quarter of 2005,management of Revlon, Inc. implemented a remediation program, includingthe establishment of additional controls and procedures, to strengthenthe Company's internal control process with respect to the salesreturn calculation. This program and controls currently include, amongother things, the adoption of policies pursuant to which the followingprocedures are performed:

|          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|----------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.  | In order tofacilitate the estimate of sales returns in the future, following amerger, acquisition or consolidation transaction involving significantcustomers, the Company's sales force will provide inventory andpoint of sale information for each of the customers involved in thetransaction to provide a base line to estimate sales returns. TheCompany will then prepare a reconciliation between the base lineinformation and the sales return estimation for the combined customersafter giving effect to the transaction. |

|          |                                                                                                                                                                                                                                                                               |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.  | The Company will analyze separatelyinventory and/or point of sale information that are maintained ondifferent systems of significant customers involved in a merger,acquisition or consolidation transaction and will separately estimatereturns for each of those customers. |

30

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REV HOLDINGS LLC ANDSUBSIDIARIES

|          |                                                                                                                         |
|----------|-------------------------------------------------------------------------------------------------------------------------|
| 3.  | The Companyenhanced documentation and formal validation of key data andassumptions used to calculate the sales returns. |

|          |                                                                                                                                                                                                                                 |
|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.  | The Company formalized the analyticalvalidation by accounting personnel of the sales return calculation forsignificant customers. This analysis is reviewed and approved by bothsenior finance and sales department executives. |

TheCompany's management believes that these actions and controlsstrengthened the Company's disclosure controls and procedures, aswell as the Company's internal control over financial reporting.These additional controls and procedures operated as designed andintended for the fiscal period ended June 30, 2005, and, therefore, theCompany's management believes that the Company has remediated thematerial weakness that Revlon, Inc. identified in its internal controlover financial reporting in its Annual Report on Form 10-K/A for thefiscal year ended December 31, 2004.

Forward-LookingStatements

This Quarterly Report on Form 10-Q for the quarterended June 30, 2005, as well as other public documents and statementsof the Company, contain forward-looking statements that involve risksand uncertainties, which are based on estimates, objectives, visions,projections, forecasts, plans, strategies, beliefs, intent,opportunities, drivers, destinations and expectations 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 improvedoperating margins; |

|           |                                                                                            |
|-----------|--------------------------------------------------------------------------------------------|
| (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; |

|              |                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------|
| (viii)  | the Company's plans tooptimize the effectiveness of its advertising, marketing andpromotions; |

31

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REV HOLDINGS LLC ANDSUBSIDIARIES

|            |                                                                                                                                                                                                                                |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (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 introduce two strategic growth initiatives andthe Company's current expectation and beliefs regarding theseinitiatives, including that these initiatives will further theCompany's objectives of accelerating top-line growth and furtherbuilding the Company's position in the mass-market colorcosmetics category and the Company's current expectations andbeliefs regarding the timing of the new businessinitiatives; |

|             |                                                                                                                                                                                                                                                                            |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xii)  | the Company'sbelief that the Almay initiative will capitalize on unmet consumerneeds for simplicity and healthy beauty and will build on the inherentstrengths of the Almay brand and the success achieved in 2005 with thelaunch of the Almay Intense i-Color collection; |

|              |                                                                                                                                                                                                                                                                                                      |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiii)  | the Company's belief that itsinitiative focused on the more mature cosmetics consumer segment willmeet their needs, which it believes are currently underserved byexisting cosmetics offerings and will be a cosmetics system consistingof a full range of products and shades for her changingskin; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiv)  | the Company's currentbelief that the new business initiatives will have a positive effect onnet sales in the second half of 2005, after giving effect toincremental returns and allowances provisions associated with thelaunch of these initiatives, which is estimated to be approximately $40million to $50 million in 2005, of which approximately $30 million to$40 million is expected to impact operating results in the thirdquarter of 2005, with the remainder impacting the fourth quarter of2005 and the Company's expectation that the positive net salesimpact in the second half of 2005 from these initiatives will beessentially offset by accelerated amortization charges associated withcertain retail display fixtures of approximately $10 million to $15million, as well as various upfront expenses related to the launch ofthese initiatives, including development and marketing-relatedexpenses; |

|            |                                                                                                                                                                                                                                                                                                                                                             |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xv)  | the Company'sexpectation that its performance in the third quarter of 2005 willinclude the impact of much of the anticipated incremental provision forreturns associated with the new business initiatives and that itsperformance in the fourth quarter of 2005 will benefit from theincremental shipments associated with the launch of theseinitiatives; |

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

|              |                                                                                                                                                                                                                                                                                                                                                         |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xvii)  | the Company'sexpectation that, in terms of the cash flow impact of the new businessinitiatives, its investment in permanent displays, including displaysfor its existing businesses and the new business initiatives, will bein the range of $85 million to $95 million during each of 2005 and2006, and returning to more normalized levelsthereafter; |

|               |                                                                                                                                                                                                                                                                                          |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xviii)  | the Company'sexpectation that due to these 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 quarter of2006; |

|             |                                                                                                                                                                                                                                                                  |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xix)  | Products Corporation'sintention to conduct a debt financing to raise approximately $75million and its expectation that proceeds from such financing will beavailable to help fund investments in the new business initiatives andfor general corporate purposes; |

32

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REV HOLDINGS LLC ANDSUBSIDIARIES

|            |                                                                                                                                                                                                                                                                                                                                                      |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xx)  | Revlon,Inc.'s plans to issue $185 million of equity by March 31, 2006and contribute the proceeds from approximately $110 million of suchequity issuance to Products Corporation to reduce its debt, and itsplans to provide the balance of the proceeds from such $185 millionequity issuance to Products Corporation for general corporatepurposes; |

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

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxii)  | operating revenues, cashon hand, availability of borrowings under Products Corporation's2004 Credit Agreement, the 2004 Consolidated MacAndrews & ForbesLine of Credit, other permitted lines of credit, advances under the NewKeepwell Agreement, and, if Products Corporation consummates the debtfinancing referred to in "RecentDevelopments", the proceeds of that financing, beingsufficient to satisfy the Company's operating expenses in 2005,including cash requirements referred to in item (xxv)below; |

|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|---------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxiii)  | the availability of fundsfrom Products Corporation's 2004 Credit Agreement, the 2004Consolidated MacAndrews & Forbes Line of Credit, other permittedlines of credit, advances under the New Keepwell Agreement, and, ifProducts Corporation consummates the debt financing referred to in"Recent Developments", the proceeds of thatfinancing, restructuring indebtedness, selling assets or operations,capital contributions and/or loans from MacAndrews & Forbes, theCompany's other affiliates and/or third parties and/or the saleof additional equity or debt securities of Revlon, Inc. and/or REVHoldings (or debt securities of ProductsCorporation); |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxiv)  | 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; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxv)  | 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 the new business initiatives referred toin "Recent Developments"), payments inconnection with the Company's purchases of permanent walldisplays, capital expenditure requirements, restructuring programs,debt service payments and costs and regularly scheduled pensioncontributions, and its estimates of operating expenses, working capitalexpenses, wall display costs, capital expenditures, cash contributionsto the Company's pension plans and post-retirement benefit plans,debt service payments (including payments required under ProductsCorporation's debt instruments and interest payments under theNew REV Holdings Notes) and charges in connection with theCompany's growth plan; |

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| (xxvi)  | mattersconcerning the Company's market-risk sensitiveinstruments; |

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

|                |                                                                                                                                                                                                                                                                                                                                                               |
|----------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxviii)  | the Company'splan to efficiently manage its cash and working capital, including,among other things, by carefully managing inventory levels,centralizing purchasing to secure discounts and efficiencies inprocurement, and providing additional discounts to U.S. customers formore timely payment of receivables and carefully managing accountspayable; and |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxix)  | the Company'sbelief that the remediation program that it has undertaken to remediatethe material weakness that Revlon, Inc. identified in its internalcontrol over financial reporting at the fiscal year ended December 31,2004 was effective in remediating such material weakness and thattherefore the Company's disclosure controls and procedures areeffective at the June 30, 2005 period end, including theCompany's belief that its remediation program strengthened itsdisclosure controls and procedures and internal control process withrespect to its sales return calculations. |

33

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REV HOLDINGS LLC ANDSUBSIDIARIES

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 "believes,""expects,""estimates,""projects,""forecast," "may,""will," "should,""seeks," "plans,""scheduled to,""anticipates" or"intends" or the negative of those terms, orother variations of those terms or comparable language, or bydiscussions of strategy or intentions. Forward-looking statements speakonly as of the date they are made, and except for the Company'songoing obligations under the U.S. federal securities laws, the Companyundertakes no obligation to publicly update any forward-lookingstatements, whether as a result of new information, future events orotherwise. Investors are advised, however, to consult any additionaldisclosures the Company made in its Annual Report on Form 10-K for thefiscal year ended December 31, 2004 and makes in its Quarterly Reportson Form 10-Q and Current Reports on Form 8-K, in each case filed withthe Commission in 2005 (which, among other places, can be found on theCommission's website at http://www.sec.gov). The informationavailable from time to time on such website shall not be deemedincorporated by reference into this Quarterly Report on Form 10-Q. Anumber of important factors could cause actual results to differmaterially from those contained in any forward-looking statement. Inaddition to factors that may be described in the Company'sfilings with the Commission, including this filing, the followingfactors, among others, could cause the Company's actual resultsto differ materially from those expressed in any forward-lookingstatements 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 newbusiness initiatives, decreased sales of the Company's existingproducts as a result of the Company's new business initiativesand changes in the competitive environment, actions by theCompany's customers, such as retailer inventory management, andactions by the Company's competitors, including businesscombinations, technological breakthroughs, new products offerings,promotional spending and marketing and promotional successes, includingincreases in market share; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (ii)  | the effectsof and changes in economic conditions (such as inflation, monetaryconditions and foreign currency fluctuations, as well as in trade,monetary, fiscal and tax policies in international markets); politicalconditions (such as military actions and terrorist activities); as wellas the effects of and changes in category weakness, in competitiveactivities, in retailer inventory management and in consumer purchasinghabits, 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 improved operating margins; |

34

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REV HOLDINGS LLC ANDSUBSIDIARIES

|           |                                                                                                                                                                                                                                                                                                                                                                                 |
|-----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (v)  | difficulties,delays or unanticipated costs in connection with the Company'splans to further improve its new product development and introductionprocess, which could affect the Company's ability to effectivelylaunch new products and/or reposition, repackage and/or reformulate oneor more of the Company's brands or product lines and generaterevenues from such sources; |

|            |                                                                                                                                               |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| (vi)  | difficulties, delays or unanticipatedcosts in implementing the Company's plans to continue to increasethe effectiveness of its display walls; |

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (vii)  | difficulties, delays or unanticipatedcosts in implementing the Company's plans to drive efficienciesacross its overall supply chain, including reducing manufacturing costsby streamlining components and sourcing strategically and rationalizingits supply chain in Europe, including unexpected difficulties, delays,unanticipated costs or disruptions in connection with its plans to moveproduction for its European markets to Products Corporation'sOxford, North Carolina facility and establishing alternativewarehousing and distribution arrangements from third 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)  | the Company'sinability to accelerate top-line growth and further build theCompany's position in the mass-market color cosmetics category,such as due to difficulties, delays or unanticipated circumstances orcosts associated with the Company's new business initiatives,including the Company's inability to timely implement its newbusiness initiatives, including higher than expected returns inconnection with the new business initiatives, weaker than expectedretail customer acceptance and/or consumer demand for the products tobe launched pursuant to the new business initiatives, the possibilitythat the Company's product pricing strategies for the newbusiness 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 new business initiatives and its estimates regarding theincremental effect that the new business initiatives would have on netsales, returns, spending, cash flow, investment in permanent displaysand working capital and amortization of wall display expenses, may turnout to be incorrect, or as applicable, overestimates orunderestimates; |

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

|              |                                                                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiii)  | the new business initiative targeted tothe more mature consumer does not achieve its anticipated marketingeffects and less than anticipated consumer or retail customeracceptance thereof; |

35

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REV HOLDINGS LLC ANDSUBSIDIARIES

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xiv)  | theCompany's inability to achieve the anticipated net salespotential from the two new business initiatives, including as a resultof less than expected sales, higher than expected returns, consumerspurchasing less of the Company's existing products, productionand/or distribution difficulties, and unexpected circumstancesaffecting the timing thereof or other difficulties, delays orunexpected costs related thereto or unforeseen circumstances affectingthe timing or levels of accelerated amortization of certain of theCompany's existing wall displays; |

|            |                                                                                                                                                                                                                                                                                                                              |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xv)  | higher than anticipated returns in thethird quarter of 2005 or less than anticipated shipments in the fourthquarter of 2005 associated with the launch of the new businessinitiatives and unexpected circumstances affecting the timing thereofor other difficulties, delays or unexpected costs or expenses relatedthereto; |

|             |                                                                                                                                                                                                                                                                                                                                                                                      |
|-------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xvi)  | the Company'sinability to achieve the anticipated benefits from these initiatives inthe first quarter of 2006, such as due to less than expected shipmentsduring the first quarter of 2006 as a result of less than anticipatedacceptance of these initiatives from the Company's retailcustomers and/or consumers or other difficulties, delays or unexpectedcosts related thereto; |

|              |                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------|
| (xvii)  | higher thananticipated costs for permanent displays or unforeseen circumstancesaffecting the timing or levels thereof; |

|               |                                                                                                            |
|---------------|------------------------------------------------------------------------------------------------------------|
| (xviii)  | higher than anticipated working capitalor unforeseen circumstances affecting the timing or levels thereof; |

|             |                                                                                                                                                                                                                                                                                     |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xix)  | difficulties, delays or increased costsassociated with, or Products Corporation's inability toconsummate, the debt financing to raise approximately $75 million inthe third quarter of 2005 and the unavailability of, or less thananticipated, net proceeds from such transaction; |

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xx)  | difficulties, delays or increased costsassociated with, or Revlon, Inc.'s inability to consummate, inwhole or in part, the equity issuance of $185 million by March 31,2006, to use the proceeds from approximately $110 million of such $185million equity issuance to reduce Products Corporation's debt, orto provide the balance of the proceeds from such $185 million equityissuance to Products Corporation, or other difficulties, delays orunexpected costs related thereto; |

|             |                                                                                                                                                   |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxi)  | difficulties, delays or unanticipatedcosts or less than expected savings and other benefits resulting fromthe Company's restructuring activities; |

|              |                                                                                                                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxii)  | lower than expected operating revenues,the inability to secure capital contributions or loans from MacAndrews& Forbes, the Company's other affiliates and/or thirdparties, or Products Corporation's inability to consummate thedebt financing referred to in "RecentDevelopments"; |

|               |                                                                                                                                                                                                                                                                                                                 |
|---------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxiii)  | theunavailability of funds under Products Corporation's 2004 CreditAgreement, the 2004 Consolidated MacAndrews & Forbes Line ofCredit, other permitted lines of credit, the New Keepwell Agreement,the debt financing referred to in "RecentDevelopments" or from selling additional shares of Revlon,Inc.; |

|              |                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxiv)  | 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 its investments; |

|             |                                                                                                                                                                                                                                                                                                                                   |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (xxv)  | higher than expected operating expenses(including in connection with the new business initiatives), salesreturns, working capital expenses, wall display costs, capitalexpenditures, restructuring costs, regularly scheduled cash pensionplan contributions, post-retirement benefit plan contributions or debtservice payments; |

|              |                                                                                                                         |
|--------------|-------------------------------------------------------------------------------------------------------------------------|
| (xxvi)  | interest rate orforeign exchange rate changes affecting the Company and its market-risksensitive financial instruments; |

36

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REV HOLDINGS LLC ANDSUBSIDIARIES

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

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

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

Factors other than thoselisted above could also cause the Company's results to differmaterially from expected results. This discussion is provided aspermitted by the Private Securities Litigation Reform Act of1995.

37

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REV HOLDINGS LLC ANDSUBSIDIARIES

PART II — OTHER INFORMATION

Item6.    Exhibits.

|                         |  |                                                                                                                                                                                                                                                                                                                                                         |  |  |  |  |
|-------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 10.15                   |  | RevlonExecutive Bonus Plan (incorporated by reference to Exhibit 10.15 to theQuarterly Report on Form 10-Q of Products Corporation for the quarterended June 30, 2005 filed with the Commission on August 9, 2005 (the"Products Corporation June 2005 Form10-Q")).                                                                                      |
| 10.33                   |  | AmendmentNo.  1, dated as of August 4, 2005, to the 2004 Senior UnsecuredLine of Credit Agreement, dated as of July 9, 2004 between ProductsCorporation and MacAndrews & Forbes Inc. (formerly known asMacAndrews & Forbes Holdings Inc.) (incorporated by reference toExhibit 10.33 to the Products Corporation June 2005 Form10-Q).           |
| 10.34                   |  | Third Amendment to InvestmentAgreement, dated as of August 4, 2005 between Revlon, Inc. andMacAndrews & Forbes Holdings Inc. (formerly known as Mafco HoldingsInc.) (incorporated by reference to Exhibit 10.34 to the QuarterlyReport on Form 10-Q of Revlon, Inc. for the quarter ended June 30, 2005filed with the Commission on August 9,2005). |
| *31.1                   |  | Certification of Ronald O.Perelman, Chief Executive Officer, dated August 11, 2005, pursuant toRule 13a-14(a)/15d-14(a) of the ExchangeAct.                                                                                                                                                                                                             |
| *31.2                   |  | Certification of Todd J. Slotkin,Chief Financial Officer, dated August 11, 2005, pursuant to Rule13a-14(a)/15d-14(a) of the ExchangeAct.                                                                                                                                                                                                                |
| 32.1(furnishedherewith) |  | Certification of Ronald O. Perelman, Chief ExecutiveOfficer, dated August 11, 2005, pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                                                                                             |
| 32.2(furnishedherewith) |  | Certification of Todd J. Slotkin, Chief FinancialOfficer, dated August 11, 2005, pursuant to 18 U.S.C. Section 1350, asadopted 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: August 11, 2005

|        |  |                 |  |                                                                                                      |  |  |  |  |  |  |
|--------|--|-----------------|--|------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|
|   |  | REVHOLDINGS LLC |
|   |  |            |  | Registrant                                                                                           |
|   |  | By:             |  | /s/ ToddJ. Slotkin                                                                                   |
|   |  |            |  | Todd J. SlotkinExecutive Vice President, Chief Financial Officer, ChiefAccounting Officer andManager |
|        |

39

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